This agreement is made among Hotels Magazine, Hotel Consulting Services, Inc.. 
doing business as HVS International, hereafter referred to as HVS., and Gaming 
Venture Corp., USA hereafter GVC , (hereafter referred to as the parties). for 
the purpose of working together on a daily fax newsletter for the hotel 
industry (hereafter the product).

WHEREAS, the parties wish to set forth in this Agreement final terms regarding 
the production, distribution and managing of the product as well as 
distribution of profits derived from it.

NOW' THEREFORE, in consideration of the mutual promises herein, the parties 
agree as follows:


I.  PUBLICATION Of THE PRODUCT

GVC will he responsible for;
   Writing of the newsletter.
   Faxing the newsletter five days a week (Sunday Thursday).
   Tracking and recording of revenue and expenses associated with the
   newsletter.
   Distribution of profits on a quarterly basis.

Hotels Magazine will be responsible for; Providing story ideas to GVC

HVS will be responsible for; Providing story ideas to GVC


II.   MARKETING
In order to give this product full visibility and support the parties agree to 
marketing efforts as follows.

  HVC - Include the product in its marketing material and bi-monthly direct 
mail pieces.
    Phone solicitations for subscriptions
    Marketing of the product on their website
    Include product in trade show materials

Hotels Magazine - Include a marketing and subscription piece in its magazine 
once a month.
Market product at industry conferences


Run story on the product on an ongoing basis

III.   WARRANTIES AND INDEMNIFICATION

A.   Each Party warrants to the other Parties, and their licenses that

I.   They have full power to enter into this Agreement;

2.   That they have not entered into any other arrangement for production of 
the product in whole or in part, in any manner anywhere in the world, in any 
form, except as disclosed to each other in writing prior to the date of this 
Agreement;

B.   Should any Party violate the foregoing warranty, the Parties agree to 
indemnify and hold the other Parties and their licensees harmless:

1.   from and against all manner of claims, demands suits, or proceedings 
which may be asserted or instituted on such grounds, and

2.   from and against all liability, costs, expenses, or damages, including 
reasonable attorney's fees arising to the violating Party or for which the 
Party may incur or sustain by reason of any of the foregoing.

C.   Parties shall promptly and diligently defend any claim, demand, or action 
that may he made or brought against Them collectively and/or individually 
which claim, demand, or action is based on assertions or allegations of 
infringement or violation of copyright, proprietary rights, or any other 
rights of any person or party.

D.   The provisions of this Section shall survive the termination of this 
Agreement.

IV.   CALCULATION AND DISTRIBUTION OF REVENUE

A.   Revenues to the Parties from distribution and sale of the Product shall 
be calculated and distributed according to the following schedule:

1.   GVC will track and record all expenses and revenues for this product 
keeping such records as required to meet standard accounting practices.

2.   After the payment of the Hard Cost (defined as phone, fax, paper, 
accounting, news service and other reasonable costs of producing the product) 
from revenues from the sale of the Product remaining profits will be divided 
as follows:

a)   GVC 50%

b)   HVS 25%

c)   Hotel Magazine 25%

3.   The payments to the Parties as delineated above will survive the 
termination of the Agreement.

B.   Payments and sales and expense reports shall be made to the Parties by 
GVC on a quarterly basis and GVC will keep records in sufficient detail, and 
shall permit such records to be examined by the other Parties or their day 
designated agent during regular business hours upon a reasonable advance 
request.


1.   When in the judgment of the Parties, the demand for the Product is no 
longer sufficient to warrant its continued production, Parties may discontinue 
further production of the product.

2.   Parties agree that during the term of this Agreement they will not 
without the written permission of the other Parties, write, print, publish, or 
cause or permit to be written, printed, or published, other products that 
might interfere with or injure the sale of the product Unless otherwise 
specified in this Agreement. Parties will not unreasonably withhold such 
permission.

1.   Parties grants permission to each other to abstract the product or use 
selected portions of the product, as long as appropriate citation to the 
product is made.


V.   TERM AND TERMINATION

A.   The term of this Agreement shall commence on the date of its execution 
and shall continue for a period of one year. On the anniversary of this 
Agreement ("Anniversary"), this Agreement will be automatically renewed for an 
additional one year term unless any of the parties, at least sixty (60) days 
prior to the Anniversary, notifies the other parties in writing, by certified 
mail, return receipt requested, of its intention to terminate the Agreement 
effective on such Anniversary. At that time, the parties will have the option 
to renegotiate the Agreement or terminate their relationship.

B.   The parties shall have the unilateral right to terminate this agreement 
upon the following circumstances, and the failure of one party to insist on 
strike performance shall not be deemed a waiver of future breaches:

1.   Material breach of the terms of the Agreement if failure by the breaching 
party to cure occurs after 30 days written notice;

2.   Failure to meet the projected revenue target of the product during the 
first year of this Agreement.

provided however, that in the event of either 1 or 2 above, the parties agree 
to work toward a mutually acceptable financial resolution.

VI.   MISCELLANEOUS PROVISIONS

A.   No Agency. The parties declare that each is a separate legal entity and 
not the agent or attorney-in fact of the other, and this Agreement shall not 
he deemed to create either a joint venture, partnership, agency and/or 
employment relationship between the parties.

B.   Assignment. This Agreement shall not be assigned by any party without the 
prior written consent of the other parties, which shall not be unreasonably 
withheld.

C.   Force Majeure. Any party shall he excused from its obligation hereunder 
for extraordinary' delays in performing and failures to perform under this 
Agreement to the extent that such delay or failure results from any cause 
beyond its reasonable control, including, solely by way of example and without 
limitation, delays caused by the other party, strike and labor disputes, 
government regulations, public disorders, catastrophes of nature or fire, or 
the delay of any supplier; provided, however, that if such delay or default 
exceeds three (3) months, the party not denying or defaulting may terminate 
this Agreement on 45 days' written notice to the other party. So long as such 
default or delay persists, the party delaying or defaulting will keep the 
other party at all times fully informed concerning the matter causing the 
delay or default, infusing its best estimate of the time it will be able to 
resume performance.

D.   Notices. All notices hereunder shall he in writing and shall be effective 
when sent by facsimile (provided, however, that any notice which could affect 
the rights of either party shall also be sent by registered mail or overnight 
courier), registered mail, return receipt requested, or by an overnight 
courier service such as DHL or Federal Express, addressed to parties as set 
forth below or at such other addresses either party may have last designated 
in writing in the manner herein provided. Such notice shall be deemed given 
when received but in any event no later than three (3) days after sent by a 
nationally known carrier or mail, or in the case of facsimile, the next day 
after it was sent. All notices shall be sent to the following addresses.

To: Hotels
Attn.:   Don Lock
1350 E. Touhy Ave.
Des Plaines, IL 60017-5080

To: HVS International
Attn.:   Keith Kefgen
372 Willis Avenue
Mineola, NY 1 1501

To: Gaming Venture Corp.
Attn.:   Alan R. Woinski
177 Main Street - Suite 312
Fort Lee, NJ 07024


E.   Severability. In the event that any one or more of the provisions 
contained in this Agreement shall for any reason he held by a court of 
competent jurisdiction to be unenforceable in any respect, such holding shall 
not affect the other provisions of this Agreement and the Agreement shall then 
b construed as if such unenforceable provisions are not a part of it.

F.   Entire Agreement. The Agreement represents the entire agreement between 
the parties relating to the subject matter hereof and shall supersede any 
other agreements, whether oral or written. There are no understandings, 
representations or warranties of any kind except as expressly set forth in 
this Agreement. No waiver, alternation or modification of any of the 
provisions of this Agreement shall be binding on any party unless in writing 
and signed by the party against whom enforcement of such waiver, alteration or 
modification is sought.

G.   Headings. The headings used in this Agreement are for purposes of 
convenience or reference only.

H.   Governing Laws. This agreement shall he construed and interpreted. and 
the legal relations created by it shall be determined, in accordance with the 
law of the State of Illinois, regardless of the place of its physical 
execution.

I.   Survival. Following the expiration or termination of this Agreement, 
whether by its terms, operation of law or otherwise, any term, provision or 
condition required for the interpretation of this Agreement or necessary for 
the full observation and performance by each party hereto of all rights and 
obligations rising prior to the date of expiration or termination shall 
survive such expiration or termination.


IN WITNESS WHEREOF, the parties have executed this document as indicated 
below.


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