Exhibit 10.15

Heads of agreement
Casino project, Paramaribo, Suriname.

The Parties to the agreement ("the Parties"):

Conserver Corporation of America--A company listed on the NASDAQ exchange, or
its nominee, ("Conserver"), and

Parbhoe's Handelmij N.V.--A Surinamese privately owned Limited Liability Company
based in la Paramaribo, ("Parbhoe")

It is agreed, subject to final board approval, that:
Whereas Parbhoe own and operate the Plaza building in Paramaribo, and are in
possession of a valid casino license for that building signed by the President
of Suriname, and

Whereas, Conserver has the wherewithal to fund the construction of an
international standard casino in the Plaza building, and possesses the ability
to operate the casino to international standards, the Parties agree that:

1.   A 50/50 joint venture (JV) between the Parties will be established in a tax
     efficient way, which reflects due attention to accounting situations. 
2.   The 15-year casino license will be transferred to the JV.
3.   Parbhoe will grant to the JV a lease of the ground and first floors of the
     Plaza building, at a rent of US$200,000 per annum. The lease to run
     concurrently with the licensing period and to escalate at the normal local
     index. The lease to be renewed on the same terms during subsequent casino
     license extension periods. 
4.   Parbhoe will undertake to fund the cost of installation of the air-handling
     equipment within the leased space. 
5.   Conserver undertakes to fund and supervise the fit-out of the casino space,
     currently estimated at US$2.8 million.
6.   Conserver to provide all equipment necessary to operate the casino,
     including, but not restricted to, gaming, security and computing equipment.
     Cost for data equipment to be estimated as follows:
     Slot machines (180 @ $10,000 each)                            US$1,800,000
     20 Gaming tables & equipment                                       400,000
     Security equipment                                                 400,000
     Total:                                                        US$2,600,000
7.   The JV to contract with Conserver to operate the casino at a management fee
     of 3% of Gross Operating Revenue plus an incentive fee of 10% of Gross
     Operating Profit. The management contract to run for 15 years and to be
     renewed, on the same terms, for a period equal to any extension periods
     granted for the current casino license.
8.   Conserver to fund the costs of all pre-opening expenses, currently
     estimated at US$250,000.
9.   Conserver to provide the initial casino float, currently estimated at
     US$250,000.
10.  It is further agreed between the Parties that all available operating
     cashflow generated by the casino will be set against the initial capital
     cost of the project. No distributions will be made to shareholders, prior
     to the repayment of the initial investment by Conserver.

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The Parties agree to negotiate exclusively together for a period of 90 days from
the date of this agreement. Both Parties will endeavor to complete all necessary
documentation within this period.


Signed on behalf of Conserver Corporation                       /s/
of America:                                      -------------------------------

Position:                                        -------------------------------
                                                           2nd October, 1997
Dated:                                           -------------------------------


                                                                /s/
Signed on behalf of Parhoe's Handelmij N.V.      -------------------------------

Position:                                        -------------------------------
                                                          3rd October, 1997
Dated:                                           -------------------------------