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                       FIRST SECURITY BANK OF NEVADA
                     MASTER EQUIPMENT LEASE AGREEMENT

      This   MASTER  EQUIPMENT  LEASE  AGREEMENT  is between the FIRST  SECURITY
BANK   OF   NEVADA  ("Lessor")  and  the  lessee   or  lessees  specified  below
("Lessee").

SECTION 1.  DECLARATION OF INTENT TO LEASE; DELIVERY AND ACCEPTANCE OF
            EQUIPMENT.
      A.    Subject  to  the  terms  hereof,  Lessor agrees to make payment  for
and  to   lease   to  Lessee  the  personal property described in Schedules,  as
defined   below,   (hereinafter  referred  to collectively  as  "Equipment"  and
individually  as  "Item"  or  "Item  of Equipment"), and Lessee agrees to  lease
each  such  Item  of  Equipment  from  Lessor  for the Rental specified  in  the
Lease   Schedules  to  Master  Equipment  Lease Agreement entered into  pursuant
to  this  Agreement  and  making  specific  reference  hereto (the "Schedules"),
subject to the terms and conditions set forth herein and in the Schedules.
      B.    There  may  be  one or  more Schedules under this Agreement executed
either  simultaneously  with  or  subsequent  to  the execution and delivery  of
this  Agreement.  Each  Schedule  making  specific  reference  to this Agreement
and  incorporating the  terms  hereof  shall  constitute  a separate lease which
will  be  identified  by  a  Lease Number identified in such Schedule.  The term
"Agreement"  used   herein   shall   refer   to   this  Master  Equipment  Lease
Agreement   and   the  Schedules.   The  lease created by a particular  Schedule
and  a  copy  of  the  Master Equipment Lease Agreement shall be referred to  as
"a  Lease."   The   terms  of  this  Master  Equipment Lease  Agreement  may  be
changed, modified or supplemented in Section I of any Schedule.

SECTION 2.  TERM; RENTAL AND LATE CHARGES.
      A.    The term of each  Lease  with  respect to any Item of Equipment (the
"Term")  shall  commence  on  the  date of acceptance indicated in the Schedules
hereof   relating   thereto (the  "Acceptance  Date")  and   shall  end,  unless
earlier terminated in accordance with the provisions of this Agreement,  at  the
expiration of the Term specified in the Schedule.
      B.    Lessee shall pay to Lessor Basic Rental and Interim Rental  for each
Item  of  Equipment in the amounts and on the dates specified  in  the Schedules
(each a "Rental Payment Date").
      C.    In the event any Rental or other amount payable hereunder  shall not
be  paid  within  ten (10) days  when  due,  Lessee  shall  pay  to  Lessor,  as
supplemental   rental,   an   amount    equal  to  five  percent  (5%)  of  such
overdue   Rental,  plus  interest  on  such overdue payment until paid,  at  the
rate of eighteen percent (18%) per annum.
      D.    All  payments  to  Lessor  provided  for in this Lease shall be paid
to  Lessor  at  the  address  indicated  herein or at such other place as Lessor
shall specify in writing.
      E.    All  Leases  created  hereunder  are net leases and Lessee shall not
be   entitled   to  any  abatement  of Rental, Residual Value or  other  charges
payable  hereunder  by  Lessee  or  withholding  thereof   from  Lessor  or  any
reduction  thereof,  including,  but  not  limited  to, abatements or reductions
due  to  any  present  or  future  claims  of  Lessee  against   Lessor  or  any
assigned  under  this  Agreement  or  otherwise, or against the manufacturer  or
vendor  of   the  Equipment,   nor,  except  as   otherwise  expressly  provided
herein,  shall  this  Agreement  terminate,  or  the obligations  of  Lessee  be
affected,  by  reason  of  any  defect in or damage to or loss or destruction of
all  or  any  of  the  Equipment  from whatever cause, the interference with use
by   any   private  person,   corporation   or   governmental   authority,   the
invalidity,  unenforceability  or  lack  of  due authorization of this Agreement
or  lack   of  right,   power  or  authority  of   Lessor  to  enter  into  this
Agreement,  or   for   any  other  cause  whether similar or dissimilar  to  the
foregoing.

SECTION 3.  EARLY TERMINATION; RENEWAL; PURCHASE.
      A.    Provided   no   Event   of   Default  shall  have  occurred  and  be
continuing  hereunder,  Lessee  shall  have  the right during the Term, upon not
less  than  sixty (60) days'  prior  written  notice  to Lessor, to terminate  a
Lease  with  respect  to  all,  but  not less than all, Items thereunder  as  of
the  next succeeding  Rental  Payment  Date  following  such notice, subject  to
Lessor's   receipt  of  the  payments  specified in the following sentence.   On
or  before the  termination  of  a  Lease,  Lessee shall pay to Owner:  (1)  all
Rental  due  and  to  become  due up to and including the next succeeding Rental
Payment  Date  following  such  notice;  and  (2) the Termination Value  of  the
Equipment  being  terminated  as  of  such next succeeding Rental Payment  Date.
Upon  payment  of  all  such  amounts the obligation of Lessee to pay Rental  on
each  succeeding  Rental  Payment  Date  shall then terminate.  The "Termination
Value"  of   an  Item  shall  mean,  as of any Rental Payment Date, the  present
value  of  the  sum of (i) all  remaining  installments of Rental (excluding the
installment  due on  such  Rental  Payment  Date)  and (ii) the  Residual  Value
indicated  in  the  Schedule  relating  thereto,  computed  by discounting  such
amounts  at  such  rate  and  applying  such   penalties   as   shall   then  be
consistent with Lessor's normal business practices.
      B.    Provided  no   Event   of   Default  shall   have  occurred  and  be
continuing  hereunder,  Lessee  shall  have  the right, upon not less than sixty
(60)  days'   prior   written  notice  to  Lessor, to renew  a  Lease  upon  the
expiration  of  the  term  thereof  with respect to all, but not less than  all,
Items  thereunder for  such  term  as  Lessor  and Lessee agree and with  Rental
payments   which   will   fully  amortize  the Residual Value  at  then  current
market rates.
      C.    Upon  the  expiration  of  the  Term  of a Lease, unless renewed  or
terminated   earlier  in  accordance  herewith,  Lessee shall pay to  Lessor  on
the  final  day  of  the  Term an amount in cash equal to the Residual Value  of
all, but not less than all, Items thereunder.
      D.    If  Lessee  shall  determine  upon  the expiration of the Term of  a
Lease   or   the  termination  thereof  pursuant to this Section 3, to sell  the
Equipment  thereunder  to  a  third  party rather than to retain such Equipment,
Lessee shall  notify  Lessor  in  writing  of such determination at least  sixty
(60)  days  prior  to  such  expiration  or termination.  Upon receipt  of  such
notice,  Lessor  shall  act  as  the  exclusive  agent of Lessee  to  sell  such
Equipment.  Lessor  shall  use  its  best  efforts to arrange a sale for cash of
the  Equipment  at  then  current  market  values.  Lessee agrees  to  reimburse
Lessor  for   all  expenses  incurred  by  Lessor in connection with  such  sale
including  the  costs  of  repair  or preparation of the Equipment and to pay  a
reasonable  fee  for  such  services.   Lessor shall be entitled to retain  from
the proceeds  of  any  such  sale  or lease any amounts then still due and owing
to  Lessor.  Any  excess  shall  be  paid  to Lessee.  Nothing in this paragraph
shall   be   construed   to   relieve  Lessee  of  its  obligation  to  pay  the
applicable   Termination  Value  and  Residual  Value on the date such  payments
are due under Sections 3(A) and 3(C) hereof.
      E.    All  sales  pursuant  to  this  Section 3 shall be made without  any
representation,   recourse  or  warranty  on  the part  of  Lessor  except  that
Lessor  shall  warrant  that  the  Equipment  is  free and clear of  all  liens,
charges  and  encumbrances  arising  as  a  result of claims against Lessor  not
related  to  its  ownership  of  the Equipment.  Lessor shall deliver to  Lessee
or  other  buyer  any  and  all documents reasonably requested to transfer title
to such Equipment on an as-is where-is basis.

SECTION 4.  CONDITIONS PRECEDENT.
      The   obligation  of  Lessor  to  lease an Item of Equipment and  to  make
payment  to  the   vendor   therefor  is  subject   to  Lessee's  supplying  the
following,   if   requested   by   Lessor,  at Lessee's  expense,  in  form  and
substance satisfactory to Lessor.
      A.    Articles  of  Incorporation  and  By-laws of Lessee, and resolutions
of  the  Board  of  Directors,  each  certified by the Secretary or an Assistant
Secretary  duly  authorizing   each  Lease  of   Equipment   hereunder  and  the
execution,  delivery  and  performance  of  this Agreement and each Schedule  if
Lessee is a corporation;
      B.    Partnership  Agreement,  trust  indenture,  assumed name filings  or
such other documents as Lessor may demand if lessee is not a corporation;
      C.    Evidence  satisfactory  to  Lessor  as  to due compliance  with  the
insurance provisions of Section 11 hereof and Section G of the Schedules;
      D.    A favorable  written  opinion  of counsel for Lessee satisfactory to
Lessor  as  to  each  of  the matters set forth in Section 5(B)(i) - (vi) hereof
and as to such other matters as Lessor may reasonably request;
      E.    A  completed  and  signed  Schedule  including a description of such
Item; and
      F.     Vendor's invoice of the Item.

SECTION 5.  REPRESENTATIONS AND WARRANTIES.
      A.    Lessor's  Representations  and  Warranties.   Lessor  warrants  that
during  the  Term  of  any  Lease, if no Event of Default has occurred, Lessee's
use  of the  Equipment  shall  not  be  interrupted by Lessor or anyone claiming
solely through or under Lessor.
     The  warranties  set  forth  in  the preceding paragraph are in lieu of all
other  warranties of  Lessor,  whether  written,  oral  or implied,  and  Lessor
shall  not,  by  virtue   of  having  executed  this   Agreement  or  any  other
document  pursuant  to  this  Agreement,  or for any other reason, be deemed  to
have   made  any  other  warranties.   LESSOR LEASES THE EQUIPMENT AS IS WITHOUT
WARRANTY  OR  REPRESENTATION,  EITHER  EXPRESSED  OR  IMPLIED, AS TO ANY  MATTER
WHATSOEVER,  INCLUDING   WITHOUT  LIMITATION   (A)  THE   DESIGN,   PERFORMANCE,
SPECIFICATIONS   OR   CONDITION  OF  ANY  ITEM OR ITEMS OF  EQUIPMENT,  (B)  THE
MERCHANTABILITY   THEREOF,  (C)  THE   FITNESS   FOR   ANY   PARTICULAR  PURPOSE
THEREOF,   (D)  THE  LESSOR'S  TITLE  THERETO,  (E) INTERFERENCE  BY  ANY  PARTY
OTHER   THAN   LESSOR  WITH  LESSEE'S  RIGHT TO THE QUIET ENJOYMENT THEREOF,  OR
(F)  THE   QUALITY   OF   THE   MATERIAL  OR WORKMANSHIP  OF  THE  EQUIPMENT  OR
CONFORMITY   THEREOF  TO  THE  PROVISIONS  AND SPECIFICATIONS  OF  ANY  PURCHASE
ORDER  RELATING   THERETO,  IT  BEING  AGREED  THAT ALL SUCH  RISKS  AS  BETWEEN
LESSOR  AND  LESSEE  ARE  TO  BE  BORNE  BY LESSEE.  LESSEE FURTHER  UNDERSTANDS
AND  AGREES  THAT  NEITHER  THE  EQUIPMENT SUPPLIER NOR ANY SALESPERSON OR OTHER
AGENT  OR  EMPLOYER  OF  SUCH  SUPPLIER IS AN AGENT FOR OR HAS ANY AUTHORITY  TO
SPEAK  FOR  OR   TO  BIND  LESSOR  IN  ANY  WAY.  LESSOR  IS  NOT  AN  AGENT  OR
REPRESENTATIVE   OF  SUCH   SUPPLIER.   Lessor  hereby  authorizes   Lessee,  at
Lessee's   expense,  to  assert  for  Lessor's  account during  the  Term  of  a
Lease,  all  of  Lessor's  rights  under any manufacturer's vendor's or dealer's
warranty   on   the   Equipment   to   the   extent   permitted    by   law  and

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                       FIRST SECURITY BANK OF NEVADA
                     MASTER EQUIPMENT LEASE AGREEMENT

agreement,  and  Lessor  agrees  to  cooperate  with  Lessee in  asserting  such
rights;  provided,  however,  Lessee  shall  indemnify and hold harmless  Lessor
from  and  against   any  and  all  claims,  and all costs,  expenses,  damages,
losses  and  liabilities  incurred   or  suffered   by   Lessor   in  connection
therewith,  as  a  result  of,  or incident to, any action by Lessee pursuant to
the   above   authorization.   Lessor  shall  not be responsible for special  or
consequential  damages  relating  to  its  obligations   or   performance  under
their Agreement.
      B.    Lessee's  Representations  and  Warranties.   Lessee  represents and
warrants that:
            (i) Lessee,  if  a  corporation,  is  duly organized and existing in
good  standing  under  the  laws  of the state of its incorporation, and is duly
qualified  to  do  business  in  those jurisdictions (including those where  the
Equipment  will  be  located)  where  such qualification is necessary  to  carry
on its present business operations;
            (ii) Lessee, if  a  partnership, trust  or  other  entity,  is  duly
organized,  registered   and   validly   existing   under   the  laws   of   the
jurisdiction  of  its  organization  or  residence and is duly qualified  to  do
business  in  those  jurisdictions  (including  those  where the Equipment  will
be  located)  where  such  qualification  is  necessary to carry on its  present
business operations;
            (iii)  Lessee  has  full   power,   authority   and  legal  right to
execute,  deliver  and  perform  the  terms  of this Agreement.  This  Agreement
has   been  duly  authorized  by  all necessary corporate action on the part  of
Lessee  and  the  execution,  delivery  and  performance thereof do not  require
any  stockholder  approval,  do  not  require  the approval of or the giving  of
notice  to  any  federal,  state,  local  or foreign governmental authority,  do
not  contravene  any  law  binding  on  Lessee   or   Lessee's   certificate  or
articles  of  incorporation  or  by-laws  and do not contravene or constitute  a
default  under any  indenture,  credit  agreement  or  other agreement to  which
Lessee is a party or by which it is bound;
            (iv)  This  Agreement   constitutes  a  legal,  valid   and  binding
obligation of Lessee, enforceable in accordance with its terms;
            (v) There are no pending or threatened actions or proceedings before
any  court,  administrative  agency  or  other  tribunal  or body  or  judgments
which  may   materially   adversely  affect  Lessee's   financial  condition  or
operations;
            (vi)  No  approval, consent or withholding of objection  is required
from  any  governmental   authority  with  respect  to   the  entering  into  or
performance by Lessee of this Agreement;
            (VII) The  balance  sheet  of  Lessee  for  its  most  recent fiscal
year  and  the  related  earnings  statement of Lessee for such fiscal year have
been  furnished  to  Lessor  and  fairly present Lessee's financial condition as
of  such date  and  the  results  of  its operations for such year in accordance
with  generally  accepted  accounting  principles  consistently   applied,   and
since   such   date   there   has   been  no material  adverse  change  in  such
conditions or operations; and
            (VIII)Lessee   shall  not  consolidate  with  or  merge   into   any
other  business  entity  or  convey,  transfer or lease substantially all of its
assets   as  an  entirety  to  any third party without the prior written consent
of Lessor.
      C.    Year  2000  Compliant" shall  mean,  with regard to any entity, that
all  software,  hardware,  firmware,  equipment,  goods  or systems used  by  or
material  to  the  business  operations  or  financial condition of such  entity
will  properly   perform  date-sensitive  functions  before,  during  and  after
January  1,  20000.   Such  date-sensitive  functions  shall   include,  without
limitations,   (a)   interpretation  of  years  greater than 1999,  (b)  process
date  data  from,  into,  and  between  dates before January 1, 2000, and  dates
on  or  after  January  1,  2000, (c)  recognizing  numbers such as "99"  as  an
actual   date   rather    than    indefinite   or   an    unknown   information,
(d)  recognizing   that  the  year  2000  is a leap year, and  (e)  transferring
data  between  systems  that  used  different  methods to make the  system  Year
2000   Compliant.   Lessee  represents  and  warrants to Lessor that Lessee  has
developed  a  detailed  plan  to  ensure  that Lessee, its affiliates,  and  all
customers,   suppliers   and   vendors   that   are  material  to  the  Lessee's
business,  become  Year  2000  Compliant  on or before June 30, 1999.  The  plan
(a)   effectively   prioritizes   mission-critical   systems,   (b)    has   the
involvement  of  executive  management,  (c)  includes assessment of  Year  2000
Compliance  of  the  customer,  supplier,  and vendors, (d) includes contingency
planning  to  mitigate  risk  from  Year  2000 business interruptions  affecting
key  vendors,  suppliers,  or  customers,  and  (e)  has   been  allocated  with
adequate resources within Lessee's abilities.

SECTION 6.  MORTGAGES, LIENS, ETC.
      Lessee  will  not  directly  or indirectly create, incur, assume or permit
the  existence  of  any  mortgage,  security  interest,  pledge,  lien,  charge,
encumbrance  or  claim  on  or  with respect to the Equipment, title thereto  or
any  interest  therein  except (a)  the  respective  rights of Lessor and Lessee
as  herein   provided, (b)  liens  or  encumbrances  which  result  from  claims
against  Lessor  except  to  the  extent that such liens and encumbrances  arise
from  failure  of  Lessee  to  perform  any  of Lessee's obligations  hereunder,
and (c) liens  for  taxes  either  not  yet due or being contested in good faith
and  by  appropriate  proceedings.   Lessee  will  promptly, at its own expense,
take  such  action as  may  be  necessary  duly  to discharge any such mortgage,
security   interest,  pledge,   lien,   charge   encumbrance   or    claim   not
specifically excepted above.

SECTION 7.  TAXES.
      Lessee  agrees  to   pay  promptly  when  due  and to indemnify  and  hold
Lessor  harmless  from  all  sales,  use,  personal  property, leasing,  leasing
use,  stamp   or   other   taxes,  levies,  imposts, duties,  charges,  fees  or
withholding   of  any  nature  (together  with any penalties, fines or  interest
thereon)  imposed  against  Lessor,  Lessee  or  the Equipment by  any  federal,
state,  local  or  foreign  government  or taxing authority upon or with respect
to  the  Equipment  or   upon   the  purchase,  ownership,   delivery,  leasing,
possession,  use  operation,  return  or  other disposition thereof, or upon the
rentals,  receipts  or  earnings  arising  therefrom, or upon or with respect to
any   Lease   (excluding,  however,  federal,  state   and  local  taxes  on  or
measured  solely   by  the  net  income  of Lessor) unless, and  to  the  extent
only,  that  any  such  tax,  levy, impost, duty, charge or withholding is being
contested  by  Lessee  in  good  faith and by appropriate proceedings.  In  case
any  report  or  return  is  required  to be made with respect to any obligation
of  Lessee  under  this  Section  Lessee  will notify Lessor of such requirement
and  make such  report  or  return  in  such manner as shall be satisfactory  to
Lessor.   Lessor  agrees  to  cooperate  fully with lessee in the preparation of
any  such  reports  or  returns.   Lessee  agrees to remit all applicable  sales
or use taxes to Lessor promptly upon receipt of an invoice therefor.

SECTION 8.  TITLE; USE, MAINTENANCE AND OPERATION, IDENTIFICATION MARKING.
      A.    Lessor   shall   retain   full   legal   title  to   the   Equipment
notwithstanding  delivery  to  and  possession  and use thereof by Lessee.  Upon
delivery  of  the  Equipment  Lessee  shall  cause  said Equipment  to  be  duly
registered,  and  at  all  times  thereafter to remain duly registered,  in  the
name  of  Lessor,  or  at  Lessor's  request  shall  furnish   to   Lessor  such
information  as  may  be  required  to  enable  Lessor to make  application  for
such  registration  and  shall  promptly  furnish to Lessor such information  as
may  be  required  to  enable  Lessor to file timely any reports required to  be
filed  by  it  as  Lessor  under the Lease or as the owner of the Equipment with
any governmental authority.
      B.    Lessee  agrees  that  the  Equipment  will  be used  solely  in  the
conduct  of  its  business.   Lessee  further  agrees to comply in all  material
respects  with  all  applicable  governmental  laws,  regulations,  requirements
and  rules with  respect  to  the  use,  maintenance and operation of each  Item
of  Equipment.   Lessee  agrees  that  each  Item  of  Equipment  (except  Items
which  prior  to  the  execution  of this Lease Lessee shall have advised Lessor
in  writing  are  normally  used  or  to be used in more than one location) will
be  kept  at  the  address  shown  in  the Schedules with respect to  such  Item
unless  Lessor  shall  first otherwise  consent   in   writing.    Lessee   will
immediately   give  written  notice  to  Lessor of any change in  its  principal
place of business.
      C.    Lessee, at  its  own  cost and expense, will repair and maintain the
Equipment  so  as  to  keep  it in a good condition as when delivered to  Lessee
hereunder,  ordinary  wear  and  tear  excepted.  Lessee may from time  to  time
add  further  parts or  accessories  to  any  Item  of Equipment  provided  that
such  addition  does  not  impair  the value, utility or warranties of such Item
of  Equipment  and  is  readily  removable  without causing material  damage  to
such Item.
      D.    Lessee  agrees  at  its own cost and expense to place such markings,
plates  or  other  identification  on  the  Equipment  showing   Lessor's  title
thereto   as   Lessor   may   from   time   to  time  request,   provided   such
identification  markings   are   placed  so   as   not  to  interfere  with  the
usefulness  of  such  Equipment.   Except  as  above  provided, Lessee  will not
allow  the  name  of  any  person,  association  or corporation to be placed  on
the  Equipment  as  a  designation  that  might  be interpreted as  a  claim  of
ownership.

SECTION 9.  INSPECTION.
      Upon  the   request  of  Lessor,  Lessee  shall advise Lessor  as  to  the
location  of  each  Item  of  Equipment and shall, at any reasonable time,  make
the  Equipment  available  to  Lessor  or  Lessor's agent for inspection at  the
place  where  it  is  ordinarily  located  and  shall   make   Lessee's  records
pertaining to the Equipment available for Lessor's inspection.

SECTION 10. LOSS OR DESTRUCTION.
      In  the  event  any  Item  of  Equipment shall be lost, stolen, destroyed,
damaged  beyond  repair  or  permanently  rendered unfit for use for any  reason
whatsoever   ("Event  of  Loss").  Lessee  shall  promptly,  but  in  any  event
within  ten  (10)  days  of  the  Event  of  Loss, give written notification  to
Lessor  of  said  loss  and  the  facts pertaining thereto.  In addition, within
ten  (10)  days  of  the  Event  of  Loss  Lessee shall elect  either:   (a)  to
replace  such  Item  of  Equipment  at  Lessee's  own cost and  expense  of;  or
(b)  to  pay  to  Lessor  the  Termination  Value  of the Item and shall  notify
Lessor in writing of such election.
      Should  Lessee  elect  to  replace  such Item, any replacement Item  shall
be  free  and  clear  of  all liens, encumbrances and rights of others and shall
be  of  like  kind  and  have  substantially  equal  fair market  value  as  the
replaced  Item, as  if  such  replaced  Item  were in the condition  and  repair
required to be maintained by the terms hereof.

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                       FIRST SECURITY BANK OF NEVADA
                     MASTER EQUIPMENT LEASE AGREEMENT

All  such  replacement  Items  shall  become  the  property of Lessor and  shall
immediately  become  subject  to  this Agreement,  and shall be deemed  part  of
the  Equipment  for  all  purposes  hereof,  to the same extent as the  property
originally  comprising  the  Equipment.   Such  replaced Item of Equipment shall
no  longer  be  deemed  part  of the Equipment leased hereunder, and Lessor will
transfer  to  Lessee,  without  recourse  or  warranty  all of  Lessor's  right,
title  and  interest  therein.   In  the  event  Lessee elects to  replace  such
Item  of  Equipment,  Lessee's  obligation  to  pay Rental as set forth in  this
Lease  Agreement  shall  remain  unchanged.   Lessee  further agrees to  execute
such  documents  in  connection  with  such  replacement as deemed necessary  by
Lessor to insure Lessor's full title thereto.
      Should  Lessee  elect  not  to  replace  such  Item of  Equipment,  Lessee
shall  pay  to  Lessor,  on  the  next  Rental  Payment   Date   for  such  Item
following  such  Event  of  Loss,  the  Termination   Value   of  such  lost  or
destroyed  Item.   The  obligation  of  Lessee  to  pay Rental with  respect  to
such   Item  (including  the  Rental  due  on such Rental  Payment  Date)  shall
continue  undiminished  until  the  payment  of  such Termination Value.   After
the  payment  of  such  Termination  Value,  Lessee's obligation to  pay  Rental
for  such  Item  shall  cease,  but  Lessee's obligation to pay Rental  for  all
other  Items  of  Equipment  shall  remain unchanged.  After the payment of such
Termination  Value,  Lessor  will  transfer  to  Lessee,   without  recourse  or
warranty,  all  of  Lessor's  right,  title and interest in and to such Item  of
Equipment suffering the Event of Loss.

SECTION 11. INSURANCE.
      At  its  own  expense,   Lessee  shall  maintain   comprehensive   general
liability,   products  liability  and  property  damage insurance acceptable  to
Lessor   with   respect  to  each  Item in an amount not less  than  the  amount
specified  in  the   Schedules  relating  thereto  and ,  in any  event,  in  an
amount   sufficient  to  provide  full  coverage against all loss and liability.
Each  such   insurance  policy  shall  name  Lessor as an insured  and  as  loss
payee  and  shall  provide  that  it  may be altered or canceled by the  insurer
only   after   thirty  (30)  days  prior  to written notice to  Lessor.   Lessee
agrees   to   cause   certificates  or  other evidence  satisfactory  to  Lessor
showing  the  existence  of  such  insurance,  the terms and conditions of  each
policy  and  payment  of  the  premium  therefor to be delivered to Lessor  upon
demand  thirty (30) days  prior  to  expiration  or cancellation showing renewal
or   replacement  of  such  policy.   In the event Lessee shall fail  to  obtain
and/or   maintain   insurance   in  accordance   with  the  provisions  of  this
paragraph,  Lessor  shall  have  the  right to obtain such insurance  as  Lessor
deems necessary, and  Lessee shall   reimburse  Lessor   for    the  payment  by
Lessor  of  all  premiums  therefor  together  with interest computed  from  the
date  of Lessor's  payment  at  the  rate  of eighteen percent (18%) per  annum.
If  (a)  any  insurance  proceeds  are  received  with  respect to a  loss  with
respect  to  Equipment  which  does  not  constitute  an  Event  of  Loss  under
Section  10, or (b)  if  Lessee  elects  to  replace an Item or Items  suffering
an  Event of  Loss  under  the  provisions  of Section 10 hereof, proceeds  will
be  applied  in  payment  for  repairs  and  replacement  required  pursuant  to
Section 8 and 9 hereof, or to reimburse Lessee having made such payments.

SECTION 12. INDEMNIFICATION AND EXPENSES.
      Lessee  shall  indemnify,  protect  and  keep   harmless   Lessor  or  any
assignee  or  transferee  of  Lessor  and  their respective agents and  servants
from   and   against   all   claims,   causes   of  action,  damages,  liability
(including   strict   liability  in  tort),  costs, fees or expenses  (including
attorney's  fees)  incurred  in  any  manner  by or for the account  of  any  of
them  relating  to  the   Equipment  or  any  part   thereof  including  without
limitation  the  construction,  purchase,  delivery,  installation,   ownership,
leasing  or  return  of  the  Equipment  or as a result of the use, maintenance,
repair,  replacement,  operation  or  condition  thereof,  (whether defects  are
latent  or  discoverable  by  Lessor  or  by  Lessee).  This  Section  shall  be
effective  from  the  date  the  first  Item of Equipment is ordered  and  shall
remain  in  effect  notwithstanding  the  expiration or other termination  of  a
Lease  with  respect  to  any one  or more Items of Equipment.  Lessee agrees to
give  Lessor  prompt  notice  of  any  claim  or  liability  hereby  indemnified
against.    Lessor  agrees  to  cooperate  with Lessee in any defense  or  other
action which Lessee is by this Section obligated to undertake.

SECTION 13. ASSIGNMENTS AND SUBLEASES.
      Lessor  may  at  any  time,  without notice, grant a security interest in,
transfer  or  assign  any  or  all  Leases,  Items, or rights  and  remedies  as
Lessor  to  any  party,  with  such party assuming all, part or none of Lessor's
obligations.   Lessee  shall  not  assert  against   such   party  any  defense,
counterclaim,   or   offset   Lessee   may   have   against    Lessor.    Lessee
acknowledges   that   any   such   grant,   transfer  or  assignment  would  not
materially change Lessee's  duties, risks or interests under the Agreement.
      LESSEE  SHALL  NOT,  WITHOUT  LESSOR'S  PRIOR WRITTEN CONSENT, SUBLEASE OR
RELINQUISH  POSSESSION  OF  ANY  ITEM  OR  ASSIGN ANY OF ITS RIGHTS OR  DELEGATE
ANY  OF  ITS  OBLIGATIONS  HEREUNDER.   Lessee grants Lessor a security interest
in  any  existing  or  future  sublease  of  an  Item and the proceeds  thereof,
whether or not such sublease is prohibited.

SECTION 14. EVENTS OF DEFAULT; REMEDIES
      A.    The following shall constitute Events of Default hereunder:
            (i)   Lessee  shall  fail to make any  Interim   or   Basic   Rental
payment   or   the   Residual  Value  payment when due and  such  failure  shall
continue unremedied for ten (10) days:
            (ii)  Lessee  shall fail to make any  payment  other   than   Rental
required   hereunder   or   shall  fail  to perform  or  observe  any  covenant,
condition or agreement to be
     performed or  observed by it under  this Agreement, and such failure  shall
continue  unremedied  for  ten  (10)  days after  notice from  Lessor  requiring
performance;
            (iii)  Any representation or warranty made by Lessee  herein, in any
Schedule   or   any   supplement  or  addition hereto, or  in  any  document  or
certificate furnished
Lessor  in  connection  herewith  shall  prove  to be incorrect at any  time  in
any material respect; or
            (iv)  Lessee  shall   become  insolvent  or   bankrupt  or  make  an
assignment  for  the  benefit  of  creditors or consent to the appointment of  a
trustee  or  receiver,  or  a  trustee  or  a receiver shall  be  appointed  for
Lessee  or  for  a  substantial  part  of  its property without its consent  and
shall  not  be  dismissed  within  a  period  of sixty (60) days, or bankruptcy,
reorganization  or  insolvency  proceedings  shall  be instituted by or  against
Lessee  and,  if  instituted  against  Lessee,  shall  not  be dismissed  for  a
period of sixty (60) days.
            (v)   Any  event  of   default  or  default   as  described  in  the
documentation   executed   in   connection  with   any  other  credit  or  lease
facility   extended   by   Lessor,  or  any affiliated  company  of  Lessor,  to
Lessee.
      B.    Upon  the occurrence of an  Event of  Default  Lessor  may   at  its
option exercise one or more of the following remedies:
            (i)  Declare all unpaid Rentals under  any  Lease  or  all Leases to
be immediately due and payable;
            (ii)  Proceed by appropriate court  action  to  enforce  performance
by  Lessee  of  the  applicable  covenants,  of this Agreement and/or to recover
damages for the breach thereof; or
            (iii) By notice  in  writing  terminate  any  Lease  or  all  Leases
whereupon  all  rights  of  Lessee  to the use of the Equipment shall absolutely
cease and terminate, but
      Lessee   shall   remain   liable  as  hereinafter  provided.   Thereafter,
Lessee,  if   requested  by  Lessor,  shall,  at its own cost  promptly  deliver
possession  of  the  Equipment  to  Lessor in such manner and to such  place  as
Lessor  shall  direct  or  Lessor  may at any hour and without liability, except
for  malicious  acts  by  its  agents,  and without notice to Lessee enter  upon
the  premises  of  Lessee  or  other premises where any of the Equipment may  be
located  and  take   possession  of  or  render  unusable  all  or  any  of such
Equipment  and  attachments  thereon  whether  or not the property of Lessor and
thenceforth   hold,  sell  or re-lease  such  Equipment at its  option.   Lessor
shall  thereupon  have  a  right  to recover from Lessee an amount equal to  any
unpaid  Rental  due  and  payable  up  to and including the Rental Payment  Date
following  the  date   on   which   Lessor  has  given  the  termination  notice
referred  to  above,  any  and  all other amounts due and payable hereunder  and
in   addition   thereto  (a)  as  damages for loss of the  bargain  and  not  as
penalty  an  amount  equal  to  the  Termination Value as of such Rental Payment
Date,  and  (b)  all  expenses,  including  but   not   limited   to  reasonable
attorney's  fees,  which  Lessor  shall  have sustained by reason of the  breach
of  any  covenant  of  this  Agreement,  expenses for obtaining and storing  the
Equipment and expenses in connection with locating another lessee or buyer.
      C.    The  remedies  in  this  Agreement  in favor of Lessor shall not  be
deemed  exclusive, but  shall  be  cumulative  and  shall be in addition to  all
other  remedies  in  its  favor  existing  at law or in equity.   Lessee  hereby
waives  any  mandatory  requirements  of  law, now or hereafter in effect, which
might  limit or  modify  any  of  the  remedies herein provided, to  the  extent
that  such  waiver  is  permitted  by  law.   No  express or implied  waiver  by
Lessor  of  any  Event  of  Default  hereunder  shall  in  any  way  be,  or  be
construed  to  be,  a  waiver  of  any  future or subsequent Event  of  Default.
The  failure  or   delay   of   Lessor  in  exercising  any  rights  granted  it
hereunder  upon  any  occurrence  of  any  of  the contingencies  set  forth  in
Section  14  (A) shall  not  constitute  a  waiver  of any such right  upon  the
continuation   or   recurrence   of   any   such   contingencies    or   similar
contingencies  and  any  single  or  partial exercise of any particular right by
Lessor  shall  not  exhaust  the  same or constitute a waiver of any other right
provided herein.

SECTION 15. LESSOR'S RIGHTS TO PERFORM FOR LESSEE.
      If   Lessee   fails   to  perform  or comply with any  of  its  agreements
contained   herein,   Lessor   may,  but  shall not be  required  to,  make  any
payment  or  perform  or  comply  with  any  covenant  or   agreement  contained
herein,   and   all   reasonable   expenses  of Lessor  incurred  in  connection
therewith  shall  be  payable  by  Lessee upon demand together with interest  at
the  rate  of  eighteen   percent (18%) per  annum  from the date of payment  to
the date of reimbursement.

                                     3

<PAGE>

                       FIRST SECURITY BANK OF NEVADA
                     MASTER EQUIPMENT LEASE AGREEMENT

SECTION 16. FURTHER ASSURANCE; FINANCIAL INFORMATION.
      Lessee   will   promptly  and  duly  execute and deliver  to  Lessor  such
further  documents  or  instruments  of  further assurance and take such further
action  as   Lessor  may  from  time  to time, reasonably request  in  order  to
carry  out  the   intent  and  purpose  of  this Agreement and to establish  and
protect  the  rights  and  remedies  created or intended to be created in  favor
of  Lessor  hereunder,  including,  without  limitation, if requested by Lessor,
at the expense of Lessee:
      A.    The  execution  and  delivery  of  financing statements with respect
hereto,  in  accordance  with  the  laws  of  such jurisdictions as  Lessor  may
from time to time deem advisable;
      B.    An  audit  report  containing  a balance sheet, income statement and
statement  of  sources  and  uses  of  funds  prepared by independent  certified
public   accountants,  or  other  accountant  acceptable to  Lessor  within  one
hundred  twenty (120) days after the close of each fiscal year  of  Lessee; and
      C.    A   report   containing  balance  sheets  as  of  the  end  of  each
quarterly  period  of  Lessee's  fiscal  year, income statement and statement of
sources  and  uses  of  funds  certified  as  accurate by an officer  of  Lessee
within forty-five (45) days after the close of each such quarterly period.

SECTION 17. NOTICES.
      All   notices   required  by  the  terms hereof shall be in  writing,  and
shall   become   effective   when  deposited  in the United  States  mail,  with
proper  postage for  certified  mail  prepaid,  addressed  to the address  shown
herein  or  to   such  other  address  as  such party shall from  time  to  time
designate  for  itself  in  writing  to  the other party.  Notice to  Lessor  is
sufficient  if  mailed  to:   First  Security  Leasing Company, P.O. Box  30006,
Salt  Lake  City,  Utah,  84130.   Notice  to Lessee is sufficient if mailed  to
the address set forth on the signature page of this Agreement.

SECTION 18. MULTIPLE LESSEES.
      If  there   is   more   than   one  Lessee named in  this  Agreement,  the
liability  of  each  shall  be  joint  and  several,  and each  Lessee  has  the
authority  to  enter  into  agreements  with  Lessor modifying or extending  the
terms  of  the  Agreement  on  behalf  of each other Lessee.  If used herein  or
in  any  related   document,  the  term  "Co-Lessee"  or "Co-Lessees"  shall  be
synonymous with "Lessee" as defined herein.

SECTION 19.YEAR 2000.
      The  Lessee  shall  take  all  actions that may be necessary or desirable,
or  that  Lessor  may  reasonably  request,  in order to ensure that the Lessee,
its  affiliates and  all  customers,  suppliers  and  vendors that are  material
to  the  Lessee's  business,  become  Year  2000 Compliant on or before June 30,
1999.   Such  actions  shall  include,  without  limitation, (a)   performing  a
comprehensive   inventory,  review  and  assessment   of  all  of  the  Lessee's
systems  and  adopting  a  detailed  plan  with, itemized budget and  timetable,
for  the  remediation,  monitoring  and  testing such systems, and (b) making  a
detailed  inquiry  of   all   material  customers,  suppliers   and  vendors  to
ascertain   whether   such  entities  are  aware of the need  to  be  Year  2000
Compliant  and   are   taking   all  appropriate   steps  to  become  Year  2000
Compliant  on  a  timely  basis.   Lessee shall, promptly, upon request, provide
to  Lessor  such   certifications  or  other  evidence  of  Lessee's  compliance
within  the   terms   of   this  section  as Lessor  may,  from  time  to  time,
reasonably require.

SECTION 20. EXECUTION OF FINANCING STATEMENTS AND TITLE DOCUMENTS.
      Lessee   agrees   to   execute   and  deliver  to  Lessor  such  financing
statements   and/or   title  documents  as  reasonably requested  by  Lessor  to
protect   and  identify  Lessor's  interest  in the Equipment.  Lessee  appoints
Lessor,  or  Lessor's  agents  or  assigns, its true and lawful attorney-in-fact
to  prepare,  to  execute  and  to  sign  any instrument or financing  statement
concerning  the  Equipment,  to  sign  the  name of Lessee with the  same  force
and  effect  as  if  signed  by  Lessee,  and to file the same at the  locations
reasonably determined by Lessor.

SECTION 21. EFFECT OF INVALID PROVISION.
      Any  provision  of  this  Agreement  which  may be determined by competent
authority  to  be  prohibited  or  unenforceable  in any jurisdiction shall,  as
to  such  jurisdiction,  be  ineffective  to  the extent of such prohibition  or
unenforceability  without  invalidating  the  remaining  provisions hereof,  and
any  such  prohibition  or  unenforceability  in  any  jurisdiction   shall  not
invalidate   or   render   unenforceable   such   provision    in    any   other
jurisdiction.    To   the  extent  permitted  by applicable law,  Lessee  hereby
waives  any   provision  of  law  which  renders any provision hereof prohibited
or unenforceable in any respect.

SECTION 22. MISCELLANEOUS.
      This   Agreement  and  other  written  documents executed by  the  parties
hereto   contain  the  entire  agreement  between the parties and there  are  no
verbal representations, warranties, or agreements of any kind whatsoever.
      No  term  or   provision   of  this  Agreement  may  be  changed,  waived,
discharged,   or   terminated  orally,  but  only by an  instrument  in  writing
signed  by  the   party   against  which  enforcement  of  the  change,  waiver,
discharge  or  termination  is  sought.   No third-party manufacturer, supplier,
salesperson,  or   broker,  or  any  agent  thereof, is  Lessor's  agent  or  is
authorized to waive or modify any provision of the Agreement.
      This  Agreement  shall  in all  respects be governed by, and construed  in
accordance   with,   the  laws  of  the State of Utah.  Any judicial  proceeding
brought  against  Lessee  with  respect  to this agreement may be brought in any
court  of  competent  jurisdiction  in  the State of Utah.  By its execution  of
this   Agreement   and   the   Schedules,  Lessee  unconditionally  accepts  the
jurisdiction  of  the  courts  of  the State of Utah and agrees to be  bound  by
any  judgment  rendered  thereby  with  respect to this Agreement.  If Lessee is
not  a  resident  of  the  State of Utah, service of process upon Lessee by mail
shall  constitute  sufficient  notice  of  any  such proceeding.  Lessee  waives
any right to a jury trial in any proceeding concerning the Agreement.
      The   word  "including"  as  used  in the Agreement shall mean "including,
but  not  limited  to".   Nothing  herein  shall  affect   the  right  to  serve
process  in  any  other  manner  permitted  by law or limit the right of  Lessor
to bring proceedings against Lessee in the courts of any jurisdiction.
      This  Agreement  shall  inure  to  the benefit of and be binding upon  the
heirs,   successors,   assigns  and  personal  representatives  of  the  parties
hereto.

      IN  WITNESS  WHEREOF,  the  parties  hereto have caused this Agreement  to
be   duly   executed   on   behalf   of them  as  of  this  JULY       1999  and
signatories warrant their authority to bind their principals.

LESSEE: CASINOVATIONS INCORPORATED
a(n)  NEVADA corporation
      ------------------


BY:   /s/ Steven J. Blad
   --------------------------------

TITLE:      President/C.E.O.
      -----------------------------
Address:    6744 S. SPENCER ST.
            LAS VEGAS, NV  89119
Federal ID or Social Security Number:  91-1696010
                                       ----------

LESSOR:  FIRST SECURITY BANK OF NEVADA


By:
   ----------------------------------------------
    BRIAN C. STEGALL
TITLE:   AVP AND AUTHORIZED REPRESENTATIVE
Address:    c/o First Security Leasing Company
            381 East Broadway, 2nd Floor
            Salt Lake City, Utah  84111

                                     4

<PAGE>

                                                      Lease No. 012-3004113

                       FIRST SECURITY BANK OF NEVADA

                             LEASE SCHEDULE TO
                     MASTER EQUIPMENT LEASE AGREEMENT

      This  Lease  Schedule  to  Master  Equipment  Lease Agreement (the  "Lease
Schedule") is  entered  into  pursuant  to  terms of the Master Equipment  Lease
Agreement  (the  "Agreement")  between  the  signatories   hereof   dated   JULY
1999 and constitutes a separate lease (the "Lease") thereunder.
      All  the  terms  and  conditions  of the Agreement are hereby incorporated
herein  and   made   a  part  hereof  as if such terms and conditions  were  set
forth  in  this   Lease   Schedule  at  length  and all  capitalized  terms  not
otherwise  defined  in  this  Lease  Schedule shall have the meaning set out  in
the   Agreement.    By   their  execution  and delivery of this  Lease  Schedule
Lessor   and   Lessee  hereby  reaffirm  on and as of the date  hereof  all  the
terms,  conditions,  agreements,  representations  and  warranties contained  in
the   Agreement.    A   copy   of  the signed Agreement attached  to  the  Lease
Schedule,   which   attachment   shall  adopt   the  copied  signatures  on  the
Agreement  as  of   the   date   of  the  Lease Schedule,  shall  constitute  an
original  lease.   A  copy  of  the Agreement and the Lease Schedule shall alone
constitute   the   chattel   paper   for   purposes  of  perfecting  a  security
interest.

[CAPTION]
<TABLE>

A.   DESCRIPTION OF EQUIPMENT

                                                                   ID                  NEW            INVOICE
                                                                   OR                  OR             PURCHASE
QUANTITY    VENDOR                        DESCRIPTION              SERIAL #            USED           PRICE
--------    ------                        -----------              --------            ----           -----
<S>         <C>                           <C>                      <C>                 <C>            <C>
                                          1 CHEVROLET TRACKER 2D
1           CASINOVATIONS INCORPORATED                             2CNBE18C9X6909219   New            $ 15,333.58

                                          1 CHEVROLET TRACKER 2D
1           CASINOVATIONS INCORPORATED                             2CNBE18C2X6924158   New            $ 15,381.85

                                                                   TOTAL INVOICE PURCHASE PRICE:      $ 30,715.43

</TABLE>

B.    TERM.  48 months.

C.    RENTAL.
      1.  Frequency:  MONTHLY
      2.  Advanced or Arrears:   ARREARS
      3.  Rental Payment Dates: ___________, ____, and on the  same day of  each
          MONTH with the final payment on __________, ___.
      4.  Basic  Rental in an amount  equal  to 0.025846  of  the  total invoice
          purchase price of all Items is payable  on  each  Rental Payment Date.
      5.  Interim   Rental in an amount equal to N/A  of  the   invoice purchase
          price  for  each  Item  for  each day from and including  the  date of
          acceptance  for such Item to but excluding  the  first Rental  Payment
          Date will be payable on the first Rental Payment Date.

D.    RESIDUAL VALUE. ___0___ of the invoice purchase price of each item.

E.    LOCATION. The Equipment shall be located at:
                 Address:  6744 S. SPENCER ST.   LAS VEGAS, NV  89119
                 County:   CLARK
      If required, the Equipment will be registered in NV.

F.    SECURITY DEPOSIT.  Concurrently with the  execution  hereof  Lessee  shall
      deposit  with  Lessor  the  sum of N/A as a security deposit which  Lessor
      may  use  to  satisfy  any  unpaid  late charges, recording fees or  other
      amounts  due  and  unpaid.   Any  unused  portion of the deposit  will  be
      returned  to  Lessee  without   interest   upon   expiration   or  earlier
      termination  of  the  Lease  and  upon payment of all sums  then  due  and
      owing  to   Lessor,   or   Lessee  may, at its option,  apply  the  unused
      balance of the security deposit toward the last Rental payment.

G.    INSURANCE.  The minimum amount of insurance to  be  provided   by   Lessee
      as required under the terms of the Agreement shall be as follows:
      1.  Liability:
          $ 500,000.00 each individual
          $ 500,000.00 each accident
          $ 500,000.00 property damage liability
      2.  Physical Damage and Loss:  $ 30,715.00
      3.  Additional riders, exclusions or special terms required by Lessor: NA.

H.    OTHER TERMS.
          N/A

I.    EXECUTION OF FINANCING STATEMENTS AND TITLE DOCUMENTS.
      Lessee  agrees  to  execute  and   deliver   to   Lessor   such  financing
statements and/or title documents as reasonably requested  by Lessor to  protect
and  identify  Lessor's interest in  the  Equipment.   Lessee  appoints  Lessor,
or Lessor's agents or assigns, its true  and lawful attorney-in-fact to prepare,
to execute and to sign the name of Lessee with the same  force  and effect as if
signed by Lessee, and to file the same at the locations reasonably determined by
Lessor.

      IN WITNESS WHEREOF, Lessor and Lessee  have  caused  this  Lease  Schedule
to  be   duly  executed  on  behalf  of each of them on JULY      1999  and  the
signatories warrant their authority to bind principals.

LESSEE:  CASINOVATIONS INCORPORATED  LESSOR:  FIRST SECURITY BANK OF NEVADA
a(n) NEVADA Corporation

                                     By:_______________________________________
BY: /s/ Steven J. Blad                   BRIAN C. STEGALL
   ------------------------------    Title: AVP AND AUTHORIZED REPRESENTATIVE

TITLE:  President/C.E.O.
      ---------------------------
Addres: 6744 S. SPENCER ST.          Address: c/o First Security Leasing Company
        LAS VEGAS, NV  89119                  381 East Broadway, 2nd Floor
Federal ID or Social Security                 Salt Lake City, Utah 84111
Number:  91-1696010

                                     1