MANAGEMENT AGREEMENT



         This Management Agreement (the "Agreement") is made this 10th day of
July, 2001 by and among VIVA GAMING & RESORTS INC., a Florida corporation ("Viva
US"), VIVA GAMING & RESORT DE MEXICO, S.A. DE C.V., a corporation organized
under the laws of Mexico ("Viva Mexico") (Viva US and Viva Mexico are
collectively referred to as "Owner") and VIVA MANAGEMENT LLC ("Manager"), a
Nevada limited liability company, with reference to the following facts:

         A. Owner owns the "Gransur Casino" (the "Club"), which is located at
         Avenida del Iman 151 Colomia Pedregal de Carrasco C.P. 04700 Mexico
         D.F, Gransur Mall, Mexico City, Mexico (the "Premises") pursuant to
         certain leases of real property (the "Leases"), and operates gaming
         activities on the Premises, and intends to own, lease and/or otherwise
         control and/or operate a number of gaming activities and enterprises in
         the future ("Future Enterprises") throughout the Republic of Mexico,
         pursuant to a contract with the government of Mexico, and pursuant to
         certain agreements with each Mexican state in which the Owner is or
         will be conducting gaming activity enterprises (the "Business").

         B. Manager is engaged in the business of providing gaming management
         and consulting services, technical support for gaming equipment and the
         sale of gaming equipment, among other things.

         C. Owner desires to engage Manager to manage the Business (including
         any Future Enterprises), and Manager desires to manage the Business for
         Owner, on the terms and conditions hereof.

         NOW, THEREFORE, the parties hereby agree as follows:

         1. Engagement of Manager. On the terms and conditions hereof, Owner
hereby engages Manager, and Manager hereby accepts such engagement, as the
exclusive agent and representative of Owner for the purpose of managing and
operating the Business.

         2. Responsibilities of Manager. Manager shall operate the Business so
as to maximize the ultimate success of the Business consistent with sound
marketing, business and industry practices and in compliance with all applicable
laws and regulations.

                  2.1 Generally. Subject to the provisions of this Agreement and
applicable laws and regulations, Manager shall have complete authority,
responsibility and discretion, as Owner's agent, to: (i) manage and operate the
Business in accordance with Manager's business judgment, including without
limitation performing the following functions: (A) accounting (including
accounts payable, accounts receivable, banking, finance, payroll, and internal
controls); (B) administration (including risk management, regulatory compliance,
compliance with real property and personal property leases, and employee
benefits); (C) entertainment; (D) food, beverage and other retail sales; (E)
gaming; (F) marketing and advertising; (G) maintenance, repairs and



                                       1
<PAGE>

improvements; (H) purchasing; (I) personnel (including recruiting, hiring,
training, managing, promoting and firing); and (J) security (including
surveillance on-Premises and bonded transportation in connection with bank
deposits); (ii) execute and deliver contracts on behalf of Owner; and (iii) take
all other actions Manager deems necessary or appropriate in connection with
performing the foregoing duties. However, nothing contained herein shall be
deemed to give Manager the power to sell or lease the Business or any of its
assets, except in the ordinary course of the Business, or to encumber such
assets. Notwithstanding anything else herein to the contrary, the Manager shall
not do any of the following without the prior written approval of the Owner:

         A.       Enter into a sale of all or substantially all of the property
                  of the Business or a merger, consolidation or other business
                  combination transaction of the Business with another entity,
                  or any dissolution, liquidation, reclassification or
                  reorganization of the Business;

         B.       To take any of the following actions on behalf of the Owner:
                  (i) expend or incur debt or any borrowing or series of related
                  debt or borrowings or execute any promissory note, evidence of
                  indebtedness, guaranty or the like, which exceeds Five Hundred
                  Thousand Dollars ($500,000) in a single transaction or a
                  series of related transactions, (ii) make any purchase or
                  series of related purchases in an aggregate value greater than
                  Five Hundred Thousand Dollars ($500,000), (iii) enter into any
                  agreement or contract that would obligate the Owner to pay an
                  aggregate sum equal to or greater than Five Hundred Thousand
                  Dollars ($500,000) over the life of such agreement or
                  contract, (iv) transfer or encumber assets with an aggregate
                  value greater than Five Hundred Thousand Dollars ($500,000),
                  (v) compromise or release any of the Owner's claims or debts
                  with an aggregate value greater than Five Hundred Thousand
                  Dollars ($500,000); or (vi) sell any equity or grant any
                  rights to acquire equity in the Owner or the business.

         C.       Make an assignment for the benefit of creditors of the Owner
                  or file a voluntary petition under the federal Bankruptcy Code
                  or any state or other insolvency law (of the United States or
                  any other country) on behalf of the Owner;

         D.       Confess any judgment against the Owner; or

         E.       Do any act that would make it impossible (or illegal) to carry
                  on the Business.


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<PAGE>

         F.       Enter into any transaction on behalf of Owner with a
                  stockholder or other affiliate of Manager or stockholder or
                  affiliate of Owner.

                  2.2 Accountings to Owner; Owner Audit Rights. Manager shall
maintain accurate records of all monies received and disbursed in connection
with its management and operation of the Business ("Books and Records"). Within
thirty (30) days after the end of each calendar month during the term hereof,
Manager shall prepare and deliver to Owner an accounting statement setting forth
the Business' gross revenues, operating, general and administrative expenses and
capital expenditures for the preceding month (the "Monthly Statement"). As used
herein shall mean the Business' gross revenues shall include any and all
revenues from any sources, including the retail value of promotions and
complimentary give-aways, and expenses shall include, without limitation,
operating, general and administrative expenses (which shall include without
limitation: (i) gaming winnings and prizes; (ii) the "Management Fee" as defined
in Paragraph 3.1 below; (iii) outside accounting, legal and consulting fees;
(iv) security expenses; (v) depreciation and amortization expenses; (vi) wages,
salaries and benefits, which may include reimbursement of compensation of
Manager's employees who work full time for the Business in an executive or
managerial capacity; (vii) costs of materials and supplies (including all fees
payable to the National Lottery for Public Assistance of Mexico); (viii) rental
and lease payments; (ix) utility charges; (x) repair and maintenance expenses;
(xi) interest expenses on obligations of the Business; (xii) insurance and
bonding expenses; (xiii) marketing and advertising expenses; (xiv)
transportation expenses regarding patrons; (xv) travel expenses; (xvi) trash
removal expenses; (xvii) costs of goods sold; (xviii) costs of regulatory
compliance; (xix) license fees; (xx) taxes; (xxi) accruals; (xxii) general and
administrative expenses; and (xxiii) a contingency reserve ("Contingency
Reserve") of four percent (4%) of gross revenues).

         Within ninety (90) days of each calendar year end during the Term,
Manager shall provide an annual summary (the "Annual Statement") of all
information contained in the Monthly Statements, and the Owner shall have the
right to select and engage an independent certified public accountant (the
expense of which shall be an operating expense of the Business), reasonably
acceptable to Manager, to provide an annual independent audit of such
statements. Manager shall reasonably cooperate in any such audit. The Monthly
and Annual Statement(s) shall be in such form and contain such detail and use
such definitions as the Owner may reasonably request from time to time, and may
be used by the Owner for its reasonable purposes. As part of the Books and
Records requirements herein, Manager shall provide to the Owner copies of all
audits to such local, state, and federal governmental entities as require such
audits from Manager in connection with the Business. The Owner (including its
agent, employee, attorney or accountant designated in writing (the "Owner
Designee")), shall have the right at any time, without prior notice, and without
payment of any fee or charge to Manager (but the cost of which shall be an
operating expense of the Business), to (i) inspect, examine and copy all the
Books and Records; (ii) inspect accounting systems and controls and observe the
operation thereof; and (iii) be present and to observe the counting of Business



                                       3
<PAGE>

monies; provided, however, that the Manager shall have the right to be present
at any such inspection, examination or copying, and provided, any and all such
audit and inspection activities shall be conducted in a manner (time, place and
otherwise) so as to minimize the disruption of the conduct of the Business, in
the reasonable discretion of the Manager.

                  2.3 Manager's Equipment. Manager may in its discretion
contribute any equipment and/or trade fixture owned by or purchased by Manager
for the Club or any Future Enterprise that it deems necessary or desirable in
operation of the Business. Said equipment and/or trade fixture so used by
Manager in operation of the Business shall remain Manager's sole property and
shall not be deemed property of Owner or the Business.

         3. Responsibilities of Owner. The provisions of this Paragraph 3 shall
survive the expiration or earlier termination of the "Term" of this Agreement
(as defined in Paragraph 4 below).

                  3.1. Compensation to Manager. In consideration of the services
to be rendered by Manager under this Agreement, Owner shall pay Manager a
monthly fee (the "Management Fee") equal to four percent (4%) of the Business'
gross revenues (not including revenues received by the Owner from the Final
Sites as defined in that certain Development Rights Agreement between the Owner
and Phoenix Leisure, Inc., dated the date hereof); provided, however, that the
Management Fee shall not be payable unless the Business' Earnings Before
Depreciation Interest and Amortization (EBDIA) as a percentage of Net Revenue
(gross revenues received from gaming, lottery ticket sales, food and beverage,
retail and other operations and concessions, less income received from
promotional allowances and complementary give-aways recorded in gross revenues)
is equal to or greater than ten percent (10%) (for the prior twelve (12) months)
(the "Minimum Margin Requirement"). If the Management Fee payable is greater
than fifty percent (50%) of Free Cash Flow such excess shall be deferred
(payment but not the obligation) until Free Cash Flow is available to satisfy
such carry forward. The Management Fee for each month shall be deducted from Net
Profits and retained by Manager as provided in Paragraph 2.2. "Free Cash Flow"
shall mean, on a consolidated basis, net income after taxes, less the
Contingency Reserve, less principal repayment on debt of the Owner and its
affiliates, whether or not consolidated, plus depreciation and amortization.

                  3.2 Primary Responsibility for Legal Compliance. Owner
acknowledges that as a matter of law it retains primary responsibility and
liability for compliance with all applicable federal, state and local laws,
rules, regulations and ordinances applicable to the Club, any Future
Enterprises, the Business and the Premises, including those promulgated and
administered by the National Lottery for Public Assistance and all other
governmental or regulatory agencies .

                  3.3 Premises Leases. Owner shall take all necessary and
reasonable steps to maintain the current leases of the Business Premises.


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<PAGE>

                  3.4 Continuing Liability for All Liabilities, Commitments and
Encumbrances. Owner shall remain solely liable for all liabilities and
commitments of the Business, and under any agreement of any nature whatsoever
which now, or hereafter in any way, encumbers the Premises, any Future
Enterprise or the assets of the Business and/or impairs, in any way, Manager's
ability to operate the Business as set forth in this Agreement. Owner recognizes
and acknowledges that this provision is a material inducement to Manager to
execute and deliver this Agreement.

                  3.5 Indemnification. Each party agrees to indemnify, defend
and save the other party harmless from any and all losses, costs, liabilities
and expenses (including attorney's fees and costs, which shall be reimbursed as
incurred) which relate to or arise out of or in connection with any claim,
demand, judgment, suit or proceeding in which any party and/or any of its
officers, directors, managers, employees or agents is named or is threatened to
be named because a party is associated with operation of the Business due to the
obligations contained herein, except with respect to any breach of this
Agreement by a party hereto. Each party shall indemnify the other for its
breaches of this Agreement and for its gross negligence or willful misconduct.

                  3.6 Licenses and Permits. Owner represents and warrants that
it has obtained and will keep in full force and effect during the Term hereof
any and all necessary licenses and permits or other governmental consents
required in order for the Business to operate in the manner contemplated hereby.

                  3.7 Insurance. Manager agrees on behalf of Owner to procure
and/or maintain the following insurance policies on behalf of the Business: (i)
comprehensive general liability insurance in the minimum dollar amount set forth
in the Leases, with the Manager named as an additional insured party; (ii)
extended coverage insurance for loss or damage by fire, robbery, theft,
malicious mischief and vandalism to the buildings, improvements and/or contents
of the Premises (including gaming equipment) for their full replacement value;
(iii) crime insurance in an amount of at least Two Hundred Fifty Thousand
Dollars ($USD250,000.00) per occurrence; and (iv) business interruption
insurance in the amount of three million dollars ($3,000,000)(with the proceeds
thereof to be deemed gross revenues of the Business). All insurance premiums
shall be deemed operating expenses of the Business and shall provide that they
may not be canceled without giving at least ten (10) days notice to each insured
party. Manager shall arrange for the placing of any additional insurance that
may be requested by Owner and necessary to the operation of the Business. To the
extent permitted under such policies, Owner and Manager each hereby waives all
rights of subrogation against the other to the extent of any claim covered by
insurance proceeds.


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<PAGE>

         4. Term.

                  4.1 Commencement and Expiration. The term of this Agreement
(the "Term") shall commence upon execution of this Agreement (the "Commencement
Date"). The initial Term of this Agreement shall expire on the date ten (10)
years from the Commencement Date, unless terminated earlier pursuant to
Paragraph 4.2, 4.3, 4.4 or 4.5 below, or renewed as provided below. Manager has
the right to renew this Agreement at the expiration of the initial Term for one
additional term of 10 years. If Manager elects to renew this Agreement, Manager
must give Owner written notice of such election at least six (6) months, but not
more than 12 months, prior to the expiration of the initial Term.

                  4.2 Early Termination by Owner for Cause. If Owner claims that
Manager has materially breached any of its obligations, representations or
warranties under this Agreement, Owner shall give written notice thereof to
Manager within thirty (30) days of the discovery of such breach, specifying the
nature of the alleged breach and demanding that Manager cure same, or such
alleged breach shall be deemed waived. Manager shall have such time as
reasonably required from receipt of such notice to initiate and diligently
pursue a cure for such alleged breach not to exceed one hundred twenty (120)
days (the "Cure Period"). If (i) Manager has not cured such alleged breach by
the end of the Cure Period, (ii) the Business fails to meet the Minimum Margin
Requirement, or (iii) Manager is prohibited by applicable law to act as Manager
of the Business as contemplated herein, this Agreement and all obligations of
Manager and Owner hereunder (except such as expressly survive this Agreement)
shall terminate. In addition, this Agreement and all obligations and duties of
Owner and Manager hereunder may be terminated by Owner or Manager if this
Agreement is not approved by the shareholders of Owner on or before December 31,
2001.

                  4.3 Early Termination by Manager. Manager may (but is not
required to) terminate this Agreement at any time if: (i) for any reason the
Club does not open for business to the public on or before September 30, 2001;
(ii) Owner breaches any of its obligations, representations or warranties under
this Agreement; (iii) more than fifty percent (50%) of the Premises, including
any Future Enterprise, is destroyed or damaged so as to render it unusable in
the Business; (iv) the Business ceases operations for sixty (60) consecutive
days or more; (v) any activity that the Club is currently permitted to conduct
pursuant to Owner's gaming license(s) ceases to be permitted to be conducted by
such license(s); (vi) Owner becomes insolvent; (vii) a receiver is appointed for
any part of the property of Owner; (viii) Owner makes an assignment for the
benefit of its creditors; and/or (ix) any proceeding under any bankruptcy or
insolvency law is commenced by or against Owner. At Manager's option, to be
exercised in its sole discretion by written notice to Owner, Manager may suspend
this Agreement instead of terminating it during any period in which the events
specified in clause (i), (ii), (iii) or (iv) above of this Paragraph 4.3 occur,
and may end such suspension upon the cessation of such events, in which case the
Term shall be extended for the period of such suspension.


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<PAGE>

                  4.4 Early Termination by Owner without Cause; Liquidated
Damages/Buyout. Beginning twenty-four (24) months after the Commencement Date,
upon thirty (30) days written notice to the Manager (the "Buy-Out Date"), Owner
shall have the option to buy out the Manager's remaining rights and obligations
under this Agreement for the Buy-Out Price (as hereinafter established). The
Buy-Out Price shall equal the monthly average of the monthly Management Fees for
the last twenty-four (24) months (the "Monthly Payment Factor") received by
Manager under this Agreement, multiplied by the greater of the number of months
remaining in the Term or thirty-sixty (36) months. The Buy-Out Price is to be
paid in cash on the Buy-Out Date, less a discount for present value at the Chase
Manhattan Bank prime interest rate plus two percent (2%) per annum not to exceed
ten percent (10%) per annum.

                           If Owner terminates this Agreement without cause, it
shall pay the Buy Out Price to Manager in liquidated damages. If the Owner
terminates this Agreement without cause, Owner and Manager agree that it would
be impractical and extremely difficult to estimate the damages suffered by
Manager as a result of such termination without cause by Owner, and that under
the circumstances existing as of the date of this Agreement, the liquidated
damages provided for in this subsection represent a reasonable estimate of the
damages which will incur as a result of such termination. The payment of such
amount as liquidated damages is not intended as a forfeiture or a penalty, but
is intended to constitute liquidated damages to Manager.

                  4.5. Change in Control; Phoenix Buy Out. "Change in Control"
means the acquisition by any person or entity of Fifty percent (50%) or more of
the total outstanding equity of Owner, on a fully diluted and as-converted
basis. In the event of a Change in Control, Manager shall have the right to
terminate this Agreement, concurrently with the Change in Control, in exchange
for the payment of the Buy-Out Price by Owner, provided, if Manager elects not
to terminate this Agreement as a result of a Change in Control, this Agreement
shall remain in full force and effect. In the event of a Change in Control
involving an acquisition, merger, share exchange and/or other combination
between Owner and Phoenix Leisure, Inc., a Nevada corporation, or any of its
parent, parent's affiliates or subsidiaries ("Phoenix"), Phoenix shall be
entitled to one-fourth (1/4) of the Buy-Out Price that would otherwise be
payable to Manager (the "Phoenix Buy Out"). Phoenix Leisure, Inc., a Nevada
corporation, is a member of Manager, and is an intended third party beneficiary
of this Agreement. The Phoenix Buy Out has been established with reference to
Phoenix's proportionate membership interest in Manager. In the event of a Change
in Control prior to twenty-four (24) months from the Commencement Date, the
Monthly Payment Factor shall be equal to the greater of the highest monthly
Management Fee paid to Manager hereunder since the Commencement Date or One
Hundred Fifty Thousand Dollars ($USD150,000).


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<PAGE>

         5. Representations and Warranties.

                  5.1. By Manager. Manager hereby represents and warrants to
Owner that: (i) Manager is a limited liability company duly organized, validly
existing, and in good standing under the laws of the State of Nevada with full
power to execute, deliver, and perform its obligations under this Agreement;
(ii) this Agreement has been duly authorized, executed and delivered by Manager
and does not contravene any provision of any law, regulation, ordinance, or
agreement by which Manager is bound; (iii) the person executing this Agreement
on behalf of Manager is authorized to do so; (iv) Manager shall at all times
during the Term maintain such licenses as are required on the part of Manager
for any of the various services to be performed by Manager on behalf of Owner
hereunder; and (v) Manager shall perform its duties hereunder in compliance with
all applicable federal, state and local laws, rules, regulations and ordinances
applicable to the Club and the Business, including those required under the
National Lottery for Public Assistance.

                  5.2 By Owner.

                           5.2.1 Viva US hereby represents and warrants to
Manager that: (i) Viva US is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Florida with full power to
execute, deliver, and perform its obligations under this Agreement, and to
delegate the management of the Business to Manager under all applicable laws;
(ii) this Agreement has been duly authorized, executed and delivered by Owner
and does not contravene any provision of any law, regulation, ordinance, or
agreement by which Owner is bound; (iii) the person executing this Agreement on
behalf of Owner is authorized to do so; (iv) Owner or a subsidiary of Owner is
presently licensed in the Republic of Mexico to conduct the gaming and other
activities in which the Business is engaged, and shall at all times during the
Term maintain all such required licenses, permits and approvals; and (v) upon
the execution and delivery hereof, Owner shall cooperate with Manager with
respect to all filings that Manager elects to make or is required by legal
requirements to make in connection with the contemplated transactions and in
obtaining all consents necessary for the contemplated transactions.

                           5.2.2 Viva Mexico hereby represents and warrants to
Manager that: (i) Viva Mexico is a corporation duly organized, validly existing,
and in good standing under the laws of the Republic of Mexico with full power to
execute, deliver, and perform its obligations under this Agreement; (ii) this
Agreement has been duly authorized by Owner and does not contravene any
provision of any law, regulation, ordinance, or agreement by which Owner is
bound; (iii) the person executing this Agreement on behalf of Owner is
authorized to do so; (iv) Owner is presently licensed in the Republic of Mexico
to conduct the gaming and other activities in which the Business is engaged, and
shall at all times during the Term maintain all such licenses, permits and
approvals; and (v) upon the execution and delivery hereof, Owner shall cooperate
with Manager with respect to all filings that Manager elects to make or is
required by legal requirements to make in connection with the contemplated
transactions and in obtaining all consents necessary for the contemplated
transactions.


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<PAGE>

         6.       Miscellaneous.

                  6.1 Notices. All notices, demands, requests, consents,
approvals or other communications (collectively, "Notices") required or
permitted to be given hereunder or which are given with respect to this
Agreement shall be in writing and shall be deemed given and received on the day
(or, if such day is not a business day or such receipt is after 5:00 p.m. on any
business day, the next following business day) (i) when hand delivered to a
person of suitable age and discretion at the address of the receiving party,
(ii) when delivered to the address of the receiving party by overnight mail or
delivery service, or (iii) when successfully transmitted by telecopier
transmission, in any of such cases, delivered addressed or dispatched as
follows:

         If to Owner:            Viva Gaming & Resorts Inc.
                                 3611 S. Lindell Road, Suite 108
                                 Las Vegas, Nevada 89103
                                 Attention:
                                             --------------------------------
                                 Telecopier No. (702) 795-8101

         With a copy to:         Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                 505 Park Avenue
                                 New York, New York 10022
                                 Attn:  Robert H. Friedman, Esq.
                                 Telecopier No. (212) 755-1467

         If to Manager:          Viva Management LLC
                                 3611 S. Lindell Road, Suite 201
                                 Las Vegas, Nevada 89103
                                 Attention:
                                             --------------------------------
                                 Telecopier No. (702) 795-8101

         With a copy to:         Sklar Warren Conway & Williams LLP
                                 221 N. Buffalo Drive, Suite A
                                 Las Vegas, Nevada 89145
                                 Attention:  Bryan M. Williams, Esq.
                                 Telecopier No.  (702) 360-6000

or to such other address as such party shall have specified most recently by a
Notice given in the manner required hereunder.

                  6.2 Governing Law; Dispute Resolution. This Agreement shall be
construed and enforced in accordance with, and governed by, the laws of the
State of Nevada without giving effect to the principles of the conflict of laws
thereof. In the event of any dispute between the parties with respect to or
arising out of this Agreement, the parties agree that exclusive jurisdiction and
venue for such dispute shall be in the courts located in Clark County, Nevada.


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<PAGE>

                  6.3 Headings. The section headings contained in this Agreement
are for reference purposes only and shall not affect the construction and
interpretation of this Agreement.

                  6.4 Severability. The invalidity of all or any part of any
section of this Agreement shall not render invalid the remainder of such
section. If any provision of this Agreement is so broad as to be unenforceable,
such provision shall be interpreted to be only so broad as is enforceable.

                  6.5 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement may not be assigned by any party
without prior written consent of the others. Except as otherwise provided herein
with respect to Phoenix, the parties neither intend to confer any benefit
hereunder on any person, firm or corporation other than the parties hereto, nor
shall any such third party have any rights hereunder.

                  6.6 Counterparts; Facsimile Signatures. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same instrument. This Agreement
may contain more than one counterpart of the signature page and may be executed
by the affixing of the signatures of each of the parties to one of these
counterpart signature pages. All of the counterpart signature pages shall be
read as though one, and they shall have the same force and effect as though all
of the signers had signed a single signature page. This Agreement may be
executed by a facsimile of the signature of the party who is authorized to
execute such document, with the facsimile signature having the same force and
effect as if the document had been executed by the actual signature of the
party.

                  6.7 Entire Agreement. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof. The parties
are not bound by any oral statements that are made outside of this Agreement
with respect to the subject matter hereof. This Agreement may not be modified or
altered except by written instrument duly executed by all parties.

                  6.8 Waiver. No failure or delay of any party in the exercise
of any right given to such party hereunder shall constitute a waiver thereof
unless the time specified herein for exercise of such right has expired, nor
shall any single or partial exercise of any right preclude any other or further
exercise thereof or of any other right. The waiver


                                       10
<PAGE>



of any breach hereunder shall not be deemed to be a waiver of any other or any
subsequent breach hereof.

                  6.9 No Joint Venture. Nothing contained in this Agreement
shall be deemed to create a joint venture (or any other business entity) between
Manager and Owner.

                  6.10 Time is of the Essence. Time is of the essence with
respect to all the obligations contained in this Agreement.

                  6.11 Compliance with Applicable Laws. Each party will at all
times comply with all applicable laws and regulations, including the U.S.
Foreign Corrupt Practice Act.

                  6.12 Obligations Joint and Several. The obligations of Viva US
and Viva Mexico are joint and several.

         Executed at Las Vegas, Nevada as of the date first above written.
<TABLE>
<CAPTION>

OWNER:                                           MANAGER:

<S>                                              <C>
Viva Gaming & Resorts Inc.,                      Viva Management LLC,
a Florida corporation                            a Nevada limited liability company

By:                                                       By:      Phoenix Leisure, Inc.
         --------------------------------
         Its:                                                      Managing Member
              ---------------------------

                                                                   By:
                                                                            -----------------------------------
                                                                            Its:
                                                                                -------------------------------

Viva Gaming & Resort de Mexico, S.A.             By:      Hacienda Casita LLC
de C.V. a corporation organized under                     Managing Member
the laws of Mexico
                                                                   By:
                                                                            -----------------------------------
                                                                            Its:
                                                                                -------------------------------
By:
         --------------------------------
         Its:                                             By:
             ----------------------------                          --------------------------------------------
                                                                   R.A. Bruce McDonald

                                                          By:      Jupiter Networks Corp.
                                                                   Managing Member

                                                                   By:
                                                                            -----------------------------------
                                                                            Its:
                                                                                -------------------------------

</TABLE>

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