EXHIBIT 10-13


                           CONVERTIBLE PROMISSORY NOTE
                           ---------------------------

                                                  Executed at: Las Vegas, Nevada
                                                                   April 5, 2001

         For Value Received, VIVA GAMING & RESORT INC., a Florida corporation,
the principal office of which is located at Commerce Place, 400 Burrard Street,
Vancouver, BC V6C 3G2 Canada (the "Company" or "Maker"), hereby promises to pay
to PHOENIX LEISURE, INC., a Nevada corporation (the "Holder"), the principal
office of which is located at 3611 S. Lindell Rd., Suite 108, Las Vegas, NV
89103, the sum as provided for from time to time in Exhibit "A," (including
"Future Advances" as may be reflected on same) attached hereto (the "Loan")
(said initial amount being $100,000 as of April 5, 2001), or such sum as has
been advanced and is outstanding at the time when payment is due hereunder, in
lawful money of the United States of America, together with interest thereon at
the rate specified below, on the terms and conditions set forth hereinafter.

         The following is a statement of the rights of the Holder and the
conditions to which this Note is subject, and to which the Holder, by the
acceptance of this Note, agrees:

1.   Principal and Interest. Except as provided herein and in Section 5 hereof,
     Maker promises to pay interest, in arrears, calculated on the basis of a
     365-day year, for the actual number of days elapsed on the daily principal
     balances from time to time outstanding from the date of the applicable
     advance at an interest rate of ten percent (10%) per annum and shall be due
     and payable ON DEMAND upon 90 days written notice to Maker. This Note may
     be prepaid, in whole or in part, at any time without penalty. If no demand
     for payment is made pursuant to this Section 1, all accrued interest,
     together with the entire principal amount outstanding hereunder (or such
     lesser amount as specified by Lender) shall be due and payable in full in
     one lump sum payment on or before April 5, 2002.

2.   Grid Schedule. Upon due execution by both the Lender and the Maker
     authorizing each and every Future Advance/Loan hereunder, Lender is hereby
     authorized to record on the grid schedule (the "Grid Schedule") attached
     hereto as Exhibit "A" and incorporated herein appropriate notations
     evidencing the date and amount of each Future Advance/Loan. Each payment in
     connection therewith shall be placed on the Grid Schedule as well,
     provided, however, that the failure of the Lender to make any such entry
     shall not limit or otherwise affect the obligations of the Maker under this
     Note, including without limitation, to repay any unpaid principal or
     interest, or the right of the Lender to enforce the terms of the Loan or
     this Note against the Maker. The aggregate unpaid amount under the Loan set
     forth from time to time in the Grid Schedule (provided the Lender and the
     Maker have properly executed all advances evidencing same), or any
     continuation thereof, shall be rebuttable presumptive evidence of the
     unpaid principal amount of the Loan and this Note.


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3.   Event of Default. An "Event of Default" shall mean: (i) failure by the
     Company to pay the Note at the Maturity Date, or (ii) any breach of any
     other obligation, undertaking or covenant under this Note. Upon the
     occurrence of an Event of Default, the Holder of the Note may declare the
     entire principal immediately due and payable, without notice or demand to
     the Company. At any time or times during which an Event of Default shall
     then exist or upon the Maturity Date, the interest rate under this Note
     shall be equal to the lesser of: (i) eighteen percent (18%) per annum; or
     (ii) the maximum rate of interest permitted by applicable law, and shall be
     due and payable ON DEMAND.

4.   Prepayment. The Company may prepay this Note in whole or in part by giving
     Holder notice in writing. In recognition of Holder's conversion rights
     pursuant to Section 5 hereof, Holder has the right to exercise such
     conversion rights prior to the Company prepaying the Note.

5.   Conversion.

     5.1.  Voluntary Conversion. The Holder of this Note has the right, at the
           Holder's option, at any time prior to payment in full of the
           principal balance of this Note, to convert the outstanding principal
           under this Note, in accordance with the provisions of Section 5.2
           hereof, in whole or in part, but in denominations of not less than
           Ten Thousand Dollars ($10,000) (unless the entire principal balance
           of this Note is being converted), into fully paid and non-assessable
           shares of common stock, $.001 par value per share, of the Company
           (the "Common Stock"). The number of shares of Common Stock into which
           the outstanding principal of this Note may be converted ("Conversion
           Shares") shall be determined by dividing the principal amount for
           which conversion is requested by the Conversion Price (as defined
           below) in effect at the time of such conversion. The Conversion Price
           shall be equal to TWENTY CENTS ($US0.20) per share or the market
           price per share, whichever is lower. If applicable, the Conversion
           Price shall be adjusted pursuant the provisions of Section 6 hereof.

     4.2.  Conversion Procedure. Before the Holder shall be entitled to convert
           this Note into shares of Common Stock, it shall give written notice
           by mail, postage prepaid, to the Company at its principal corporate
           office, of the election to convert the same, and shall state therein
           the name or names in which the certificate for shares of Common Stock
           are to be issued. The Company shall, as soon as practicable
           thereafter, issue and deliver at such office to the Holder of this
           Note a certificate or certificates (bearing such legends as are
           required by applicable state and federal securities laws in the
           opinion of counsel to the Company) for the number of shares of Common
           Stock to which the Holder of this Note shall be entitled as
           aforesaid. Such conversion shall be deemed to have been made
           immediately prior to the close of business on the date of such
           surrender of this Note, and the person or persons entitled to receive
           the shares of Common Stock issuable upon such conversion shall be
           treated for all purposes as the record holder or holders of such
           shares of Common Stock as of such date.

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     4.3.  Delivery of Stock Certificates. As promptly as practicable after the
           conversion of this Note, the Company at its expense will issue and
           deliver to the Holder of this Note a certificate or certificates for
           the number of full shares of Common Stock issuable upon such
           conversion.

     4.4.   Mechanics and the Effect of Conversion. No fractional shares of
           Common Stock shall be issued upon conversion of this Note. In lieu of
           the Company issuing any fractional shares to the Holder upon the
           conversion of this Note, the Company shall pay to the Holder the
           amount of outstanding principal that is not so converted. If the
           conversion is for less than the entire outstanding principal balance
           of this Note, then the Holder and Maker shall execute an estoppel
           certificate or other type of document which will confirm the current
           outstanding principal balance of the Note after such partial
           conversion for the remaining balance of the Note along with the
           revised payment terms. Upon conversion of the full amount of this
           Note, the Company shall be forever released from all obligations and
           liabilities under this Note.

5.   Conversion Price Adjustments.

     5.1   Adjustments for Stock Splits and Subdivisions. In the event the
           Company should at any time or from time to time after the date of
           issuance hereof fix a record date for the effectuation of a split or
           subdivision of the outstanding shares of Common Stock or the
           determination of holders of Common Stock entitled to receive a
           dividend or other distribution payable in additional shares of Common
           Stock or other securities or rights convertible into, or entitling
           the holder thereof to receive directly or indirectly, additional
           shares of Common Stock (hereinafter referred to as "Common Stock
           Equivalents") without payment of any consideration by such holder for
           the additional shares of Common Stock Equivalents (including the
           additional shares of Common Stock issuable upon conversion or
           exercise thereof), then, as of such record date (or the date of such
           dividend distribution, split or subdivision if no record date is
           fixed), the Conversion Price of this Note shall be appropriately
           decreased so that the number of shares of Common Stock issuable upon
           conversion of this Note shall be increased in proportion to such
           increase of outstanding shares.

     5.2   Adjustments for Reverse Stock Splits. If the numbers of shares of
           Common Stock outstanding at any time after the date hereof is
           decreased by a combination of the outstanding shares of Common Stock,
           then, following the record date of such combination, the Conversion
           Price for this Note shall be appropriately increased so that the
           number of shares of Common Stock issuable on conversion hereof shall
           be decreased in proportion to such decrease in outstanding shares.

     5.3   Reservation of Stock Issuable Upon Conversion. The Company shall at
           all times reserve and keep available out of its authorized but

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           unissued Common Stock solely for the purpose of effecting the
           conversion of the Note such number of its shares of Common Stock as
           shall from time to time be sufficient to effect the conversion of the
           Note; and if at any time the number of authorized but unissued shares
           of Common Stock shall not be sufficient to effect the conversion of
           the entire outstanding principal amount of this Note, in addition to
           such other remedies as shall be available to the Holder of this Note,
           the Company will use its best efforts to take such corporate action
           as may, in the opinion of its counsel, be necessary to increase its
           authorized but unissued shares of Common Stock to such number of
           shares as shall be sufficient for such purposes. The Company hereby
           agrees to not pledge, restrict or otherwise encumber the shares of
           Common Stock which have been reserved for the conversion of the Note
           by Holder.

6.   Assignment. The rights and obligations of the Company and the Holder of
     this Note shall be binding upon and benefit the successors, assigns and
     transferees of the parties. Neither the Company nor the Holder may assign
     its rights and/or obligations hereunder without the prior written consent
     of the other.

7.   Notices. All notices, requests, consents and other communications hereunder
     to any party, shall be deemed to be sufficient if in writing and (i)
     delivered in person, (ii) delivered and received by telex, telecopier,
     telegram, if a confirmatory mailing in accordance herewith is also made,
     (iii) duly sent by registered mail return receipt requested and postage
     prepaid or (iv) duly sent by overnight delivery service, addressed to such
     party at the address set forth in the Agreement.

     All such notices and communications shall be deemed to have been received:
     (i) at the time personally delivered (including delivery by telex,
     telecopier and telegram), (ii) three days after mailed to the foregoing
     persons at the addresses set forth above; (iii) the next day when sent by
     overnight delivery service; provided that rejection or other refusal to
     accept or inability to deliver because of changed address for which no
     notice has been received shall also constitute receipt.

8.   No Shareholder Rights. Nothing contained in this Note shall be construed as
     conferring upon the Holder or any other person the right to vote or to
     consent or to receive notice as a shareholder in respect of meetings of
     shareholders for the election of the Company or any other matters or any
     rights whatsoever as a shareholder of the Company; and no dividends or
     other distributions shall be payable or accrued in respect of this Note or
     the interest represented hereby or the Conversion Shares obtainable
     hereunder until, and only to the extent that, this Note shall have been
     converted.

9.   Governing Law. This Agreement shall be governed by and construed in
     accordance with the laws of the State of Nevada, excluding that body of law
     relating to conflict of laws.

10.  Waivers. The Company and all endorsers of this Note hereby waive demand,
     presentment, notice of non-payment, dishonor and protest.

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11.  Attorneys' Fees. In case suit shall be brought for the collection hereof,
     or if it is necessary to place the same in the hands of an attorney for
     collection, the Company and all endorsers of the Note agree to pay
     reasonable attorneys' fees incurred in connection with such collection,
     including but not limited to all fees and costs incident to any appellate,
     post-judgment and bankruptcy proceedings that may result, whether the
     Holder hereof is obligated therefore or not.

12.  Amendment. This Notice may not be amended or modified, nor shall any waiver
     of any provisions hereof be effective, except by an instrument in writing
     executed by the Holder of this Note. Failure or delay by the Holder in
     exercising, or a single or partial exercise of, any power or right
     hereunder shall not operate as a waiver thereof or of any other power or
     right or preclude any other or future exercise of that or any other power
     or right. A waiver or any power or right hereunder shall be in writing,
     shall be limited to the specific instance and shall not be deemed a waiver
     of such power or right in the future or a wavier of any other power or
     right.

13.  Nonassumability. This Note is not assumable without the Holder's prior
     written consent. Such assumption may be granted at the Holder's sole
     discretion and may be denied without regard to a showing of an impairment
     of the Holder's security of an evaluation of the creditworthiness of the
     proposed assuming party. No assumption shall effect Holder's rights to
     Conversion Shares of the Company pursuant to Section 6 hereof.

14.  No Set-off. Neither this Note nor any obligations or liabilities of the
     Company hereunder shall be subject to set-off, defense or reduction against
     Holder(s) for any reason whatsoever other than prior repayment in
     accordance with the terms of this Note, and the Company hereby waives and
     releases any right at law, or in equity, to assert any such set-off,
     defense or reduction.

15.  WAIVER OF JURY TRIAL. THE COMPANY, BY EXECUTION HEREOF, AND THE HOLDER, BY
     ACCEPTANCE HEREOF, MUTUALLY AND WILLINGLY WAIVE THE RIGHT OF A TRIAL BY
     JURY OF ANY AND ALL CLAIMS MADE BETWEEN THEM WHETHER NOW EXISTING OR
     ARISING IN THE FUTURE, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS,
     DEFENSES, COUNTERCLAIMS, CROSSCLAIMS, THIRD PARTY CLAIMS AND INTERVENOR'S
     CLAIMS WHETHER ARISING FROM OR RELATED TO THE NEGOTIATION, EXECUTION AND
     PERFORMANCE OF THE TRANSACTIONS TO WHICH THIS NOTE RELATES.



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         IN WITNESS WHEREOF, the Company has caused this Note to be issued this
5th day of April 2001.

                                                 MAKER:

                                                 VIVA GAMING & RESORTS INC.



                                                 -------------------------------
                                                 Robert C. Sim, Chairman









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<PAGE>


                                   EXHIBIT "A

                               LOAN GRID SCHEDULE
                               -------------------

   DATE OF                      BALANCE OF
 ADVANCE OR                      PRINCIPAL       SIGNATURE OF    SIGNATURE OF
   PAYMENT          AMOUNT*     OUTSTANDING*       LENDER         MAKER
   -------          -------     ------------       ------         -----











* -- unless otherwise note, all amounts advanced are in currency of the United
States of America.





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<PAGE>


                                  "Schedule 1"

                                NOTICE TO CONVERT

                   (To Be Signed Only Upon Conversion of Note)


Viva Gaming & Resorts Inc.
Commerce Place
400 Burrard Street
Vancouver, BC V6C 3G2

CANADA

         In accordance with Section 5 of that certain Convertible Demand
Promissory Note dated April 5, 2001, the undersigned Holder of the foregoing
Note, hereby elects to convert the entire unpaid principal amount of such Note
into Common Stock of Viva Gaming and Resorts Inc., a Florida corporation and
requests that the certificate for such shares be issued in the name of
__________________ and delivered to the following address:_____________________.


Dated:                              , 20
      ------------------------------    ----


                                                --------------------------------
                                                (Signature must conform in
                                                all respects to name of Holder
                                                as specified on the face of
                                                the Note)


                                                --------------------------------
                                                (Address)

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