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                                                                    EXHIBIT 10.2



       10.2 Management Contract with Casino Padre Investment Company, LLC







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<TABLE>
<S>                                                                                  <C>
1.       Term of This Agreement..........................................................2

2.       Services Provided by the Management Company.....................................2

3.       The Management Company's Duties - Operational Term/Operational Phase............4

4.       The Management Company's Compensation..........................................10

5.       Owner's Duties.................................................................11

6.       Insurance......................................................................12

7.       Indemnification................................................................13

8.       Conflicts of Interest..........................................................13

9.       Casualty.......................................................................14

10.      Early Termination of Agreement.................................................14

11.      Damage or Destruction of Ship..................................................16

12.      Arbitration....................................................................17

13.      No Partnership or Joint Venture................................................17

14.      Severability...................................................................17

15.      Notices........................................................................17

16.      Assignment.....................................................................18

17.      Controlling Law................................................................18

18.      Binding Effect.................................................................18

19.      Counterparts...................................................................18

20.      Interpretation and Rules of Construction.......................................18

21.      Further Assurances.............................................................19

22.      Attorneys' Fees................................................................19

23.      Entire Agreement...............................................................19
</TABLE>



<PAGE>   3



                               MANAGEMENT CONTRACT



         This Agreement, dated and executed this 1st day of October, 1999 by and
between Casino Padre Investment Company LLC, a Limited Liability Company
organized under the laws of Nevada, (hereinafter referred to as the "Owner"),
with its principal offices in __________________________________, and sureBET
Casinos Inc. (sureBET), a corporation organized under the laws of the State of
Utah (hereinafter referred to as "The Management Company"), with its principal
office at 1610 Barrancas Avenue, Pensacola, FL 32501.



                              W I T N E S S E T H :


         WHEREAS, Owner will lease and operate the excursion gambling ship known
as the MV Entertainer (Official No. 500021) ("The Ship") from a docking site in
South Padre Island, Texas, together with it's supporting portside facility ( the
"Site"). The business to be conducted on the Ship and Site shall be called "the
Operations".

         WHEREAS, The Management Company covenants, represents and warrants,
that The Management Company has substantial experience in managing gaming ships
and casino operations including the management and operation of gaming tables,
coin operated slot machines, video poker machines, lottery, and keno
(hereinafter "gaming operations") and

         WHEREAS, Owner desires to employ The Management Company on an exclusive
basis as an independent contractor to assist Owner with the Operations to
provide employee training and necessary pre-opening activities, and, upon
opening to manage and operate the ship and gaming operations on behalf of and
for the account and benefit of Owner; and

         WHEREAS, the Owner is ready and willing to contract exclusively with
The Management Company to operate and manage the Ship and Gaming Operations, and

         WHEREAS, this Agreement will cover the following two phases with
respect to the Operations:

                  o        Pre-Operating Phase (period from the day of signing
                           this Agreement until the commencement of operations)
                           and

                  o        Operating Phase (period from the commencement of
                           operations until termination of this Agreement); and

         WHEREAS, The Management Company will act on behalf of and for the
benefit of Owner and as Owner's agent upon and subject to the terms and
conditions hereinafter set forth during all phases of this Agreement.


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         NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein, and for other valuable considerations acknowledged
by each of the parties to be satisfactory and adequate, the parties hereto
covenant and agree as follows:


1.       TERM OF THIS AGREEMENT

         1.1      The term of this Agreement shall commence on the date first
                  above written and shall expire and terminate at such time as
                  owners no longer lease or own the MV Entertainer and/or at the
                  dock site at South Padre Island, Texas unless earlier
                  terminated and provided in Section 9 herein.



2.       SERVICES PROVIDED BY THE MANAGEMENT COMPANY

         2.1      EXCLUSIVE MANAGER. Subject to the limitations and conditions
                  herein set forth, owner hereby appoints The Management
                  Company, and The Management Company hereby accepts appointment
                  as the exclusive manager of the Ship. The Management Company
                  shall use its best efforts to do and perform all services,
                  acts, or things necessary to oversee the design, layout,
                  construction, and interior decoration of the Ship and shall
                  assume full responsibility for employee training and other
                  pre-opening activities of the Gaming Operation, and,
                  thereafter, upon opening, to direct, supervise and manage the
                  operation. The operations and activities undertaken by The
                  Management Company pursuant to this Agreement shall be on
                  behalf of, and for the account and benefit of the Owner.

         2.2      ACTIVITIES. For purposes of this Agreement, Operations and
                  management hereunder shall include operations and management
                  related to food, beverage (including licensed liquor and
                  hospitality operations), showroom or entertainment, arcade or
                  parking operations or facilities ancillary to or undertaken in
                  conjunction with, but not directly related to Operations
                  (referred to herein as the "Ancillary Operations and
                  Facilities").

         2.3      THE MANAGEMENT COMPANY'S DUTIES - INITIAL TERM/PRE-OPERATIONAL
                  PHASE. Commencing with the execution of this Agreement and
                  continuing until commencement of the Operations, The
                  Management Company shall perform the following services:

                  2.3.1    The Management Company shall prepare pre-opening
                           budgets, preliminary proformas for the first year of
                           the operation and any other requirements related to
                           the Operations. The Management Company shall prepare
                           line item budgets for pre-opening and operations. The
                           pre-opening budgets and operational plans (herein the
                           "Pre-Opening Budget and Operational Plan") shall
                           include a schedule of expenditures, personnel
                           requirements, hiring schedules, employees' training
                           program, pre-marketing plan, organizational aspects
                           of the Operations during pre-


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                           opening, and other matters which should be
                           accomplished for timely opening and a successful
                           operation.

                  2.3.2    Prepare detailed plans for the design, the layout and
                           construction of all facilities on the Operations, the
                           selection of all gaming equipment, tokens, chips,
                           cards, currency counters, wrapping machines, safes
                           and other security equipment the furniture and
                           furnishings to be utilized in all casino facilities,
                           and the uniforms to be worn by employees.

                  2.3.3    Select applicants and establish training programs for
                           all staff at a location provided by the Owner. All
                           training costs, including travel and accommodations,
                           salaries for trainers, training equipment, and
                           advertising will be borne and paid by the Owner. The
                           Management Company shall provide Owner a training
                           plan and budget in a timely manner.

                  2.3.4    Establish such accounting, auditing, recordkeeping
                           and reporting systems and systems of internal control
                           as are required.

                  2.3.5    Prepare Cash Flow Projections and Statements of
                           Pre-Opening cash requirements.

                  2.3.6    Commence recruitment and hiring of executives, key
                           employees, professionals and other personnel for and
                           on behalf of the Owner necessary to staff the Ship
                           and the Ancillary Operations and Facilities in a
                           timely fashion to insure the adequacy of such staff
                           upon commencement of operations.

                  2.3.7    The Management Company shall select and purchase or
                           lease the necessary gaming equipment (principally,
                           slot machines and gaming tables) in the name and for
                           the account of Owner utilizing funds made available
                           and provided by Owner. In addition, The Management
                           Company will select with the prior approval of the
                           Owner and purchase for the account of Owner, all
                           related accessory equipment, including, but not
                           limited to, gaming machine tokens, chips and cards
                           for table games, coin handling equipment, currency
                           counters, wrapping machines, special tools and other
                           equipment as well as spare parts. Owner reserves the
                           option to purchase or lease the aforementioned gaming
                           and accessory equipment directly from third parties
                           in the event that such purchase or lease form third
                           parties results in a lower cost to Owner. Owner shall
                           retain ownership over all of the foregoing gaming
                           equipment and related accessory equipment whether or
                           not described above, and will be responsible for
                           payment of any customs, export or other duties.

                  2.3.8    The Management Company shall establish a computerized
                           security and management system, a double key system,
                           a standardized security log machine cash box,
                           double-check accounting procedures, etc., as well as
                           appropriate control, supervision and surveillance
                           techniques.


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                  2.3.9    The Management Company shall supervise the
                           installation of the gaming equipment.

                  2.3.10   The Management Company shall assist the Owner's
                           accounting and bookkeeping staff in order to keep
                           proper and detailed books, accounts and records as
                           required by Owner showing complete Pre-Operational
                           activities, the receipt and expenditure of monies in
                           connection therewith or otherwise for the account of
                           Owner or its authorized employees or agents, to
                           assist the members of the Owner's internal Audit
                           Department in carrying out an audit of such books,
                           accounts and records as Owner may from time to time
                           reasonably require. Owner may have a Finance and
                           Internal Audit Department which will review the
                           operations for internal controls, financial controls
                           and internal compliance at Owner's sole discretion.

                  2.3.11   The Management Company shall supervise the Owner's
                           accountants in order to submit to owner a
                           pre-Operating Phase budget, by month, within one week
                           after the pre-opening period has commenced.

                  2.3.12   The Management Company shall credit and allow, in
                           full, to Owner any commission, discount, rebate,
                           deduction or other allowance of any description,
                           which The Management Company shall receive or be
                           allowed in the course of its managing activities;
                           including and concerning the purchase of any gaming
                           equipment, gaming devices, gaming machinery and their
                           accessories, and other items described in Section
                           2.3.7 of this Agreement.

                  2.3.13   The Management Company shall submit to Owner at least
                           fourteen (14) days prior to the end of each month a
                           notice of The Management Company's anticipated cash
                           requirements for the following month. At the end of
                           each month, The Management Company shall provide
                           Owner with a statement which itemizes for that month
                           both the funds advanced to it by Owner and the cash
                           disbursements made during last month. All excess
                           funds held by The Management Company shall be held in
                           interest bearing accounts with interest accruing to
                           Owner.



3.       THE MANAGEMENT COMPANY'S DUTIES - OPERATIONAL TERM/OPERATIONAL PHASE

         3.1      During the Operational Term, The Management Company shall on
                  behalf of Owner, and for the benefit and account of, and at
                  Owner's expense, perform the following enumerated duties upon
                  the opening of the commencement of operations:

                  3.1.1    Comply with federal, state, county and city laws.


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                  3.1.2    All business and casino affairs in connection with
                           the day-to-day operation, management, and maintenance
                           of the Ship shall be the sole and exclusive
                           responsibility of The Management Company who is
                           hereby granted the necessary power and authority to
                           carry out The Management Company's duties and
                           responsibilities under this Agreement. Owner hereby
                           warrants to The Management Company uninterrupted
                           control of the Operation and warrants that it will
                           not interfere or involve itself in any way with the
                           day-to-day operations. The owner shall direct any
                           questions regarding management in writing to an
                           officer of The Management Company on any matter
                           connected with the Operation or this Agreement. Any
                           comments, recommendations, suggestions or requests
                           for change shall be made only to officers of The
                           Management Company and shall not be made to the local
                           general The Management Company or any other employee
                           on the premises. The Management Company shall have
                           absolute discretion in the determination of: (1)
                           ticket rates, (2) food and beverage selection and
                           prices, (3) all charges of any nature to passengers
                           for services performed by The Management Company for
                           the Ship, (4) the terms of admittance on the Ship,
                           (5) terms of rental for entertainer, (6) labor
                           policies, (7) publicity and promotion, (8) rules and
                           regulations regarding gaming and wagering, and (9)
                           contracts, leases and agreements int he ordinary and
                           customary course of business operations.

                  3.1.3    At the time of commencement of business, The
                           Management Company shall provide at Owner's expense
                           all necessary inventories of marine supplies, food,
                           beverage, paper products, gaming supplies and other
                           operational supplies and consumables as The
                           Management Company deems necessary for the Operation.

                  3.1.4    In the name of and on behalf of the Owner, The
                           Management Company shall hire, promote, discharge and
                           supervise the work of the executive staff, including
                           the General Manager, assistant manager, and
                           department heads. Through such executive staff, the
                           General Manager shall supervise the hiring,
                           promotion, discharge and work of all other operating
                           and service employees. All of The Management
                           Company's corporate employees not employed in or
                           about the Operation, shall be employees of The
                           Management Company and on The Management Company's
                           payroll, and Owner shall not be liable to such
                           employees for their wages or compensation, nor to The
                           Management Company or others for any act or omission
                           on the part of such employees, except with respect to
                           the General Manager as provided herein. Except for
                           the General Manager, all Casino employees employed in
                           or about the Casino shall be employees and paid by
                           the Owner. The Management Company shall have the
                           authority in all cases to create appropriate job
                           descriptions for and hire, promote, discharge and
                           supervise the work of any such employees. The
                           Management Company shall procure and maintain, at the
                           Owner's expense, adequate workmen's compensation
                           insurance and such other insurance as parties
                           required covering all the Owner's employees.


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                  3.1.5    The Management Company shall appoint one of its
                           principal executive officers to serve as the General
                           Manager. The General Manager shall perform his duties
                           on-site and shall relocate to the South Padre Island,
                           Texas area. Owner shall be responsible for
                           reimbursement of all costs attributable to the
                           General Manager, including but not limited to salary,
                           bonuses, relocation costs, fringe benefits,
                           retirement benefits, and housing allowances.

                  3.1.6    The Management Company shall establish and supervise,
                           at Owner's expense, an accounting department with
                           appropriate casino accounting and cost systems,
                           including such accounting, recordkeeping and
                           reporting systems as may be required. and in
                           accordance with Standard Operating Procedures. At
                           Owner's expense, The Management Company shall prepare
                           and timely file or cause the preparation and timely
                           filing of all reports and returns required by such
                           laws and regulations, and all reports and returns
                           relating to withholding taxes, social security taxes,
                           unemployment insurance, disability insurance, and all
                           other statements and reports pertaining to employment
                           with respect to The Management Company's and Owner's
                           payroll in or about the Casino. The Management
                           Company shall provide copies of all such reports and
                           returns to Owner not later than the time such are
                           required to be filed or otherwise submitted to the
                           appropriate governmental authority, and shall furnish
                           the Owner with proof of payment of taxes and fees
                           required to be paid pursuant to federal, state or
                           local laws. The Management Company shall be
                           responsible for the preparation or filing of any
                           federal, state or local income tax or franchise tax
                           returns on behalf of Owner.

                  3.1.7    On behalf of, for the benefit of, at the expense of
                           the Owner, and in accordance with Standard Operating
                           Procedures prepared by The Management Company,
                           arrange for an appropriate security force sufficient
                           to reasonably assure safety of customers, personnel,
                           monies, and property of the Operation facility. Any
                           security force shall be comprised of security
                           officers employed directly by the Owner or provided
                           under a contract with a third party and the Owner.
                           The third party or security officer shall report
                           directly to The Management Company. Each security
                           officer shall be bonded in sufficient amounts
                           commensurate with their enforcement duties and
                           obligations. The cost of such security force shall be
                           included in the operating expenses of the gaming
                           facility. The Management Company shall also receive,
                           consider and handle the complaints of all guests or
                           users of all facilities or gaming devices.

                  3.1.8    Manage the selecting of vendors for the furnishing
                           electricity, gas, water, steam, telephone, cleaning,
                           vermin exterminators, air-conditioning maintenance,
                           master television antennas and/or master cable
                           television service, and at the expense of the Owner,
                           purchase or lease all materials and supplies,
                           including gaming devices and equipment.


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                  3.1.9    Arrange for the making or installation, in the name
                           of and at the expense of Owner, of alterations,
                           repairs, decorations, replacements, equipment or
                           installations.

                  3.1.10   Open and maintain, in accordance with Standard
                           Operating Procedures prepared by The Management
                           Company, and on behalf of the Owner, one or more
                           operating account(s) in a money market fund or funds
                           or banking institution or institutions selected by
                           the Owner and deposit therein all monies furnished by
                           the Owner as bankroll or other working funds, all
                           monies received, retained or set aside as reserves by
                           The Management Company for or on behalf of Owner and
                           deposit daily therein all monies generated by the
                           daily operations. The Management Company shall be the
                           signer on all such accounts. Provided, further, that
                           Owner shall indemnify and hold The Management Company
                           harmless from any liability for payroll taxes or sums
                           owed which have been incurred in the operation with
                           respect to Owner's employees and payroll, but for
                           which there are insufficient funds to pay. The
                           amounts of such bankroll, working funds and reserves
                           shall be in an amount determined necessary and
                           appropriate by the Owner. The Management Company
                           shall pay from such accounts, expenses reasonably
                           required for the operation , including without
                           limitation, all gaming equipment taxes and fees, and
                           all assessments and charges of every kind imposed by
                           any governmental authority having jurisdiction and
                           interest and appraisal fees; fines, penalties and
                           court disbursements incurred in connection with the
                           operation; premiums on policies and insurance and all
                           expenses and payments authorized by this Agreement.

                  3.1.11   Comply with all statutes, ordinances, laws, rules,
                           regulations, orders and determinations affecting or
                           issued in connection with the Operation by any
                           governmental authority having jurisdiction thereof.
                           The Management Company shall notify Owner of all such
                           orders, determinations and requirements and any
                           alleged violation of any statute, ordinance, law,
                           rule, regulations, order determination or requirement
                           as soon as The Management Company receives notice
                           (formal or informal) thereof. The Management Company
                           shall make any alterations or repairs so ordered or
                           so required. Unless otherwise directed by Owner, The
                           Management Company, at Owner's expense may protest or
                           contest in an appropriate court or forum any order,
                           rule or regulation or claimed violation thereof
                           affecting the Operation. The Management Company may
                           settle or compromise any such claim for less than
                           $25,000.00 in its discretion (and shall notify Owner
                           promptly of such settlement or compromise). All fines
                           and penalties imposed on The Management Company or
                           Owner under this subsection except as a result of The
                           Management Company's gross negligence (unless at the
                           specific direction of Owner) shall be paid by the
                           Owner and Owner shall indemnify, protect and defend
                           The Management Company from and against any liability
                           therefore. All fines and penalties imposed upon
                           Owner, or imposed on The Management Company as the
                           result of The Management Company's compliance with
                           Owner's specific


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                           directions, shall be paid by Owner. Legal fees for
                           any action shall be limited to $25,000.00 unless
                           otherwise agreed to by Owner.

                  3.1.12   Determine the number and types of gaming tables and
                           gaming machines, pay back percentages, table limits,
                           changes in table limits, number of decks and manner
                           of dealing blackjack, general casino rules and game
                           rules, treatment of customers by casino personnel and
                           dealers, settlement of disputes with patrons, the
                           conduct of casino personnel while off duty, including
                           but not limited to consumption of alcoholic
                           beverages, meals, break area, association with
                           casino, and other activities which reflect on the
                           business of the Owner and The Management Company.

                  3.1.13   Institute any necessary legal action or proceeding to
                           collect charges, rents or other income for, or debts
                           owing to the Operation or to oust or dispossess
                           guests, or other persons in possession or to cancel
                           or terminate any lease for the breach thereof or
                           default thereunder, all in accordance with Standard
                           Operating Procedures.

                  3.1.14   At Owner's expense, render statements to the Owner as
                           follows:

                           (a)      On or before the fifteenth (15th) day of
                                    each calendar month, The Management Company
                                    shall render to Owner, and to any persons
                                    designated by Owner, a detailed profit and
                                    loss statement prepared on a cash basis for
                                    the operation for the preceding calendar
                                    month and for the portion of the operating
                                    year ended on the last day of such preceding
                                    calendar month and for such calendar month
                                    and calendar year a statement of all capital
                                    expenditures made by The Management Company
                                    for the account of the Owner, a statement of
                                    management compensation, lease payments, and
                                    any amounts distributable to the Owner.

                           (b)      The Management Company shall render to
                                    Owner, to the certified public accountants
                                    designated Owner and to any other persons
                                    designated by Owner, in a timely fashion,
                                    copies of such records, reports, financial
                                    statements, audits and supplemental
                                    information as may be reasonably requested
                                    by Owner and a required by all applicable
                                    federal, state, county and city laws and
                                    regulations.

                           (c)      The Management Company shall make available
                                    to the Owner and its designated agents, who
                                    shall have the right to inspect, copy and
                                    analyze them, all journals, ledgers and any
                                    other original source documents, internal
                                    statements and reports, analyzes and other
                                    information kept or used by The Management
                                    Company in connection with rendering the
                                    reports, balance sheets and statements
                                    described in this Section 3.1, which are
                                    deemed necessary by Owner to determine and
                                    satisfy Owner that The Management Company is
                                    complying with this Agreement.


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                          3.1.15(a) The Management Company shall, at Casino
                                    Padre's expense, maintain and repair the
                                    Ship, its furnishings, equipment in
                                    accordance with The Management Company's
                                    operational standards. Except as set forth
                                    in subsection (c) below, The Management
                                    Company is authorized to enter into in the
                                    name of and expense of Owner all contracts
                                    and agreements as are in The Management
                                    Company's opinion necessary for the
                                    operation, supply and maintenance of the
                                    Ship and to pay the same when due. It is
                                    accepted that over the term of this
                                    Agreement, expenditure on maintenance and
                                    repairs will average five (5%) of gross
                                    revenue annually.

                                (b) In addition to ordinary maintenance and
                                    repair, Owner authorizes The Management
                                    Company to expend such amounts for ordinary
                                    capital replacement items as are required to
                                    operate the Ship in accordance with The
                                    Management Company's standards and comply
                                    with The Management Company's programs for
                                    renovation, modernization and improvement
                                    then in effect. There shall be deducted in
                                    each fiscal month an amount equal to Ten
                                    Thousand Dollars ($10,000.00) per month for
                                    a "reserve fund" which shall be recorded on
                                    the books of account as "Reserve for Capital
                                    Replacements" (appearing as a deduction
                                    below the "net profit after tax" level in
                                    the income and expense statement). Each
                                    fiscal month , the amount so deducted shall
                                    be placed into an interest bearing account
                                    established in Owner's name at a financial
                                    institution of Owner's selection with The
                                    Management Company's designees being the
                                    only authorized signatories on said account.
                                    Any expenditures for capital replacements,
                                    substitutions or additions, which have been
                                    budgeted, may be made without Owner's
                                    approval, by The Management Company to the
                                    extent available from the reserve fund
                                    (including unused accumulations from earlier
                                    years).

                                    In the event that the reserve fund balance
                                    is below budget for the ensuring year, Owner
                                    shall supply the necessary funds by deposit
                                    to that account within ten (10) days of
                                    receipt of notice to that effect. All
                                    amounts remaining in the reserve fund at the
                                    close of each fiscal year shall be carried
                                    forward and retained in the reserve until
                                    fully used as herein provided.

                                    Upon termination of this Agreement, The
                                    Management Company's rights to any unused
                                    portion of the reserve fund shall terminate
                                    and the balance of the fund shall be paid
                                    over to Owner.

                                (c) The Management Company shall be required to
                                    obtain the prior written consent of Owner,
                                    which shall not be unreasonably withheld,
                                    before entering into any contract, agreement
                                    or purchase involving structural repair or
                                    rehabilitation of the Ship or the repair


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                                    or replacement of any furnishings, fixtures
                                    and equipment if the amount payable under
                                    such contract exceeds the sum of Twenty-Five
                                    Thousand Dollars ($25,000.00) unless said
                                    amount was approved as an annual or
                                    quarterly budgeted item. The foregoing
                                    amount is based upon the purchasing power of
                                    money at the date of this Agreement and
                                    shall be adjusted by The Management Company
                                    when deemed necessary to retain the same
                                    purchasing power, using the Cost of Living
                                    Index figures of the United States Bureau of
                                    labor Statistics as may be adjusted. In the
                                    event of an emergency situation requiring
                                    immediate action to protect persons or
                                    property or if required by governmental
                                    regulations, The Management Company in its
                                    sole discretion is hereby authorized upon
                                    notice to Owner but without Owner's prior
                                    consent, to enter into contracts occasioned
                                    by such emergency or governmental
                                    regulations in excess of such sum.

                                (d) The Management Company shall have the right
                                    to make such alterations, additions or
                                    improvements in or to the Ship as are
                                    customarily made in the operation of ships,
                                    provided, however, that no alterations,
                                    additions or improvements involving a
                                    fundamental change in the character of the
                                    Ship shall be made without Owner's prior
                                    written approval if the amount payable under
                                    the contract for said alteration, addition
                                    or improvement exceeds the sum of
                                    Twenty-Five Thousand Dollars ($25,000.00)
                                    which amount shall be adjusted as provided
                                    in (c), immediately above.


4.       THE MANAGEMENT COMPANY'S COMPENSATION

         4.1      INITIAL TERM FEES. During the Pre-Operational Phase (i.e., the
                  Initial Term), and in accordance with the plan and budgets
                  prepared jointly by the Owner and The Management Company, no
                  fees shall be paid to The Management Company for its services
                  provided pursuant to this Agreement, except for training of
                  the Casino employees in anticipation of the Casino opening
                  ("Pre-Opening Casino Employee Training Services"). Owner shall
                  bear all out-of-pocket training costs incurred by The
                  Management Company and pay in advance such sums as may be
                  reasonably requested by The Management Company for anticipated
                  training costs. The Management Company will use its best
                  efforts to coordinate such training activities within the two
                  months preceding an anticipated Casino opening date, subject
                  to any changes therein.

         4.2      OPERATIONAL TERM MANAGEMENT FEE. In consideration of the
                  services to be provided by The Management Company pursuant to
                  the provisions of this Agreement, Owner shall pay to The
                  Management Company fee (hereinafter referred to as the
                  "Operational Term Management Fee") in an amount equal to the
                  sum of the following:


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                  4.2.1    Basic Management Fee. An amount equal to two (2%)
                           percent of the accumulated "Gross Revenue" payable
                           monthly in arrears on the 10th day of each month.

                  4.2.2    Incentive Management Fee. An amount equal to seven
                           (7%) percent of Operating Profit referred to as
                           "Earnings Before Interest Taxes Depreciation and
                           Amortization" (EBITDA), as such terms are hereinafter
                           defined, payable quarterly.


         4.3.     Gross Revenue. For purposes of computing the Operational Term
                  Management Fee herein, "Gross Revenue" shall mean revenue from
                  all sources at the Operation including, but not limited to,
                  ticket fares, food and beverage sales, gift shop sales, casino
                  win, as well as the proceeds of any business interruption
                  insurance policy carried by Owner. Gross Revenue shall not
                  include interest income or tips given to employees.

         4.4      Operating Profit shall be defined as gross revenue, less all
                  operational expenses of the operation excluding however;

                  (a)      Depreciation of furniture, fixtures, and equipment.
                  (b)      Debt service payments including principal and
                           interest, under mortgages or liens on the operation
                           or personal property or rental payments under leases
                           of capital assets with options to purchase.
                  (c)      Property taxes and assessments
                  (d)      Amortization of pre-opening expenses
                  (e)      Capital expenditures including replacement of
                           furniture, fixtures, and equipment, but not excluding
                           maintenance and normal repairs.
                  (f)      Charter payments for the vessel.

         4.5      Management fees and all reimbursable expenses due The
                  Management Company shall be a first charge and priority on
                  gross revenue and shall be paid prior to the payment of any
                  other expenses incurred in said operation and shall be paid in
                  arrears monthly on the tenth day of each month during the term
                  hereof. Any adjustments to the Management fees shall be based
                  on the final adjustments to the Company's operating statements
                  by its auditors.


5.       OWNER'S DUTIES

         5.1      Owner shall provide consultants, policy support, and
                  information to reasonably assist The Management Company in the
                  discharge of The Management Company's duties and
                  responsibilities hereunder.

         5.2      During the Operational Term, Owner shall be responsible for
                  providing and maintaining all necessary cash and cash reserves
                  adequate for the opening of the operation and the day-to-day
                  operation.


                                       11
<PAGE>   14


         5.3      During the term of this Agreement, Owner shall provide
                  sufficient funds to bankroll gaming operations and working
                  capital in amounts which the Owner and The Management Company
                  mutually agree are adequate to assure the uninterrupted and
                  efficient operation.


6.       INSURANCE

         6.1      The Management Company shall maintain, at Owner's expense,
                  insurance of such kinds and amounts as shall be required to
                  carry pursuant to the provisions of any deed of trust, loan
                  agreement, lease, charter or other agreement affecting the
                  operation, as well as any other insurance that may be required
                  or necessary by applicable gaming regulations. The Management
                  Company shall provide the Owner with copies of all insurance
                  policies as The Management Company may from time to time
                  request.

         6.2      There shall be maintained, at the expense of Owner, throughout
                  the term of this Agreement such fidelity and other bonds as
                  may be required from time to time for the protection of the
                  respective interests of the Owner and The Management Company.
                  Any such bonds shall also protect the interests of the holder
                  of any mortgage, or deed of trust, and shall be in such
                  amounts and obtained from such surety companies as The
                  Management Company, lender or mortgage holder shall direct.

         6.3      All policies insuring against liability, damage to the Ship or
                  portions thereof or interruption of business, rent or the like
                  and fidelity and other bonds shall name Owner, The Management
                  Company, and such other parties as may be required by the
                  provisions of any mortgage, lease, other agreement or
                  regulation as the insured thereunder, as their respective
                  interest may appear. All policies of hazard insurance shall
                  include loss payment clauses in the form required by any deed
                  of trust, lease or other agreement. All insurance and bond
                  premiums shall be paid from the Casino operating accounts.
                  Certificates of all policies of insurance and duplicates
                  thereof shall be delivered to the Owner, The Management
                  Company, any holder of any deed of trust or to such other
                  persons or governmental authorities as Owner shall direct.

         6.4      Provided The Management Company or Owner shall procure and
                  keep in force all of the procurable insurance mutually agreed
                  upon by Owner and The Management Company and required to be
                  obtained pursuant to the foregoing provisions of this Section,
                  and shall name The Management Company as additional insured
                  thereon, then to the extent that the same are covered by such
                  insurance, neither Owner nor The Management Company shall
                  assert against the other any claims for any losses, damages,
                  liability or expenses (including attorneys' fees) incurred or
                  sustained by either of them on account of damage or injury to
                  person or property arising out of the ownership, operation or
                  maintenance of the Casino. The parties agree that all policies
                  of insurance to be procured by The Management Company or Owner
                  shall permit the foregoing waiver.


                                       12
<PAGE>   15


         6.5      Owner shall give to The Management Company, and The Management
                  Company shall give to Owner, prompt notice of any claim made
                  against Owner or The Management Company in excess of Five
                  Thousand and no/100 Dollars ($5,000.00), and each party shall
                  cooperate fully with each other and with any insurance carrier
                  to the end that all such claims will be properly investigated,
                  defended and compromised. Claims should be promptly submitted
                  to the insurance carrier, and if said claims are less than the
                  deductible, they may be settled by The Management Company, in
                  its sole discretion.

7.       INDEMNIFICATION

         7.1      Owner shall indemnify and hold The Management Company, its
                  officers, directors, agents, employees or affiliates harmless
                  against any losses, damages or expenses, or claims of third
                  parties (including legal and other fees) in excess of the
                  amount of any insurance proceeds paid to The Management
                  Company, which is incurred or sustained by The Management
                  Company as a result of or attributable to any breach of this
                  Agreement, negligent or intentional acts, violation of any
                  law, rule, regulation or agreement with any governmental
                  authority by Owner or any person or entity acting on behalf of
                  or who is under the control or supervision of Owner.

         7.2      The Management Company shall indemnify and hold Owner, its
                  officers, directors, agents, employees or affiliates harmless
                  against any losses, damages or expenses, or claims of third
                  parties (including legal and other fees) in excess of the
                  amount of any insurance proceeds paid to Owner, which is
                  incurred or sustained by Owner as a result of or attributable
                  to any breach of this agreement with any governmental
                  authority by Owner or any person or entity acting on behalf of
                  or who is under the control or supervision of Manager.

8.       CONFLICTS OF INTEREST

         The Company may be subject to conflicts of interest arising out of its
         relationship with The Management Company. The Management Company,
         through its officers and directors intends to exercise its best
         business judgment and discretion in resolving such conflicts which may
         rise but do not intend necessarily to accord priority to the Company
         with respect to any other company or entity with which it may be
         affiliated. The conflicts of interest which may arise include, but are
         not limited to, the following:

         8.1      Other Investments by The Management Company. The Management
                  Company may in the future, directly or indirectly engage in
                  other business ventures, including casino vessels or casino
                  ventures, and neither the Company nor any Unit Holder will be
                  entitled to any interest with respect to such other ventures.
                  These other business ventures could be in competition with the
                  business of this Company. The Management Company intends to
                  continue other activities in the casino industry and to enter
                  into other ventures in the future.

         8.2      Lack of Separate Representation. The Company and The
                  Management Company are not represented by separate counsel.
                  The attorneys, accountants and other experts performing
                  services for the Company in connection with the formation of


                                       13
<PAGE>   16


                  the Company and this offering also have represented The
                  Management Company and may provide future services to both
                  entities. Should a dispute arise between the Company and The
                  Management Company, the Management Company will, if and when
                  appropriate, cause the Company to retain separate counsel. The
                  Company has not retained independent counsel to represent
                  interests of investors in connection with the offering of the
                  Units or the preparation of the Management. SUCH COUNSEL DO
                  NOT PURPORT TO HAVE ACTED ON BEHALF OF THE UNIT HOLDERS. EACH
                  PROSPECTIVE INVESTOR SHOULD CONSULT INDEPENDENT COUNSEL IN
                  CONNECTION WITH AN INVESTMENT IN THE COMPANY.

9.       CASUALTY

         9.1      In the event of any damage or loss to the Casino by fire or
                  other casualty, The Management Company shall act as follows:
                  If the damage or loss involves more than Five Thousand Dollars
                  ($5,000.00), The Management Company shall give immediate
                  written notice thereof to Owner.

         9.2      Regardless of the amount of such damage or loss, as agent for
                  Owner, The Management Company shall promptly make claim for
                  the proceeds of any insurance covering such damage or loss,
                  and in owner's name shall litigate or negotiate for payment of
                  such proceeds, selecting counsel if necessary for such
                  purpose, unless counsel is designated by Owner.

         9.3      The Management Company shall give written notice of any
                  proposed settlement to Owner, shall settle such claim and, on
                  behalf of Owner, collect the proceeds thereof; provided that,
                  Owner's written consent, which shall not be unreasonably
                  withheld or delayed, shall be required to validate the
                  settlement of any claim for loss or damage in excess of
                  Twenty-Five Thousand Dollars ($25,000.00).

10.      EARLY TERMINATION OF AGREEMENT

         10.1     Except as to liabilities or claims which shall have accrued or
                  arisen prior to such termination, including, without
                  limitation, the amount of all accrued Operational Term
                  Management Fee payable to The Management Company pursuant to
                  Section 4.2, through the date of any such termination (which
                  shall survive termination), at the election of Owner, all
                  obligations hereunder may be terminated only upon the
                  occurrence of any of the following events:


                  (1)      If The Management Company or any of it's officers or
                           Directors convicted of a felony or misdemeanor (other
                           than a conviction for a traffic offense), or if the
                           Owner reasonably believes The Management Company
                           jeopardizes or causes the withdrawal of any gaming
                           license, permit or authorization necessary to conduct
                           the business of the Owner, or

                  (2)      If there shall be filed by The Management Company in
                           any court pursuant to any statute either of the
                           United States or of any state a petition in
                           bankruptcy or insolvency or for a reorganization or
                           for the appointment of


                                       14
<PAGE>   17


                           a receiver or trustee of all or a substantial part of
                           The Management Company's property, or if The
                           Management Company makes an assignment for or
                           petitions for or enters into an arrangement for the
                           benefit of creditors or if an involuntary petition in
                           bankruptcy is filed against The Management Company
                           which is not dismissed within ninety (90) days
                           thereafter.

         10.2     Except as to liabilities or claims which shall have accrued or
                  arisen prior to such termination, including, without
                  limitation, the amount of all accrued Operational Term
                  management Fee payable to The Management Company pursuant to
                  Section 4.2, through the date of any such termination (which
                  shall survive termination), at the election of The Management
                  Company, all obligations hereunder may be terminated only upon
                  the occurrence of any of the following events:

                  (1)      If the Owner shall fail or refuse to provide the
                           capital and operating funds required pursuant to a
                           budget previously approved by owner, after ten days
                           prior written notice of such failure or refusal, or

                  (2)      Owner's failure or refusal to pay The Management
                           Company the Operational Term Management Fee payable
                           to The Management Company pursuant to Section 4.2, or

                  (3)      the occurrence of a default under any of the Loan
                           Agreements, or


                  (4)      In the event of the sale of all or substantially all
                           of the assets of the Operation, in which event The
                           Management Company may elect to terminate this
                           Agreement and Owner shall pay The Management Company
                           the sum of One Hundred Thousand Dollars ($100,000.00)
                           which shall be paid at the time of the closing of any
                           such sale. Owner and The Management Company have
                           negotiated the amount provided for above and agree
                           and acknowledge that it represents fair payment and
                           is not intended to be nor shall it be deemed to be a
                           penalty, or

                  (5)      In the event more than fifty (50%) percent of the
                           outstanding voting capital stock of Owner is sold, or
                           in the event of the merger or liquidation and
                           dissolution of Owner, or

                  (6)      If there shall be filed by Owner in any court
                           pursuant to any statute either of the United States
                           or of any state a petition in bankruptcy or
                           insolvency or for a reorganization or for the
                           appointment of a receiver or trustee of all or a
                           substantial part of Owner's property, or if Owner
                           makes an assignment for or petitions for or enters
                           into an arrangement for the benefit of creditors or
                           if an involuntary petition in bankruptcy is filed
                           against Owner which is not dismissed within ninety
                           (90) days thereafter.

         10.3     Upon termination of this Agreement by either party, The
                  Management Company shall turn over to Owner all property,
                  books and records of the Casino, and Owner


                                       15
<PAGE>   18


                  and The Management Company shall fully cooperate with each
                  other in connection with all matters relating to the Casino
                  which took place prior to termination.

11.      DAMAGE OR DESTRUCTION OF SHIP

         11.1     Subject to the requirements of any deed of trust, mortgage or
                  other security device encumbering the Ship or its property and
                  to the extent that there are insurance proceeds available to
                  Owner, if the Ship, or any portion thereof, shall be damaged
                  or destroyed at any time or times during the term of this
                  Agreement by storm, fire or any other casualty, Owner, at no
                  expense or risk to The Management Company, shall apply
                  available insurance proceeds to repair, rebuild or replace the
                  same (such repairing, rebuilding or replacing being herein
                  called "restoration") so that after such restorations the Ship
                  shall be substantially the same as prior to such damage or
                  destruction, and all proceeds of insurance, other than
                  business interruption, shall be made available to Owner for
                  such purpose; provided that, The Management Company shall have
                  the right to ensure that such proceeds of insurance shall be
                  applied to such restoration. If Owner fails to undertake such
                  restoration within ninety (90) days after such storm, fire or
                  other casualty, or shall fail to complete the same diligently,
                  The Management Company may, but shall not be obligated to
                  undertake or complete such restoration and, to the extent of
                  available insurance proceeds, shall be entitled, upon demand,
                  to be repaid therefor, including all necessary incidental
                  costs and expense incurred in connection therewith, together
                  with interest on the aggregate out-of-pocket amount expended
                  at a per annum rate equal to the prime or base rate for
                  commercial loans publicly announced by Chase Manhattan Bank,
                  National Association, or its successors, at the time of such
                  expenditure, plus two percent (2%) per annum (but not to
                  exceed the maximum interest allowed by law) from the date of
                  making such expenditure or expenditures until repayment
                  thereof. In such case, the proceeds of insurance shall be made
                  available to The Management Company for this purpose; provided
                  that, Owner shall have the right to ensure that such proceeds
                  of insurance shall be applied to such restoration. If the
                  restoration costs less than One Hundred Thousand and 00/100
                  Dollars ($100,000.00) to complete, The Management Company
                  shall supervise all aspects of the restoration at no
                  additional cost to the Owner, provided, however, if the
                  proceeds of insurance provide for a supervisory fee, such fee
                  shall be paid to The Management Company up to an amount not to
                  exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00).

         11.2     Notwithstanding anything contained in this Section 11.2 to the
                  contrary, if, in connection with any casualty, the Ship shall
                  be so damaged or destroyed such that it cannot be restored
                  within nine (9) months after the casualty, and Owner shall
                  elect not to use the proceeds of insurance to rebuild, repair
                  or restore the Ship, then either Owner or The Management
                  Company shall have the right, exercisable by written notice to
                  the other, given within ninety (90) days form the occurrence
                  of such casualty, to terminate this Agreement as to such
                  damaged or destroyed Ship.


                                       16
<PAGE>   19


         11.3     Should the period of restoration exceed ninety (90) days, then
                  commencing on the 91st day, The Management Company shall be
                  entitled to one-half of its Management Fees during the
                  remaining period of restoration based on the average monthly
                  fee paid to The Management Company during the three months
                  immediately preceding the casualty.

12.      ARBITRATION

         The parties agree that any dispute arising out of interpretation or
         performance of this Agreement involving an aggregate sum of Two Hundred
         Thousand and 00/100 Dollars ($200,000.00) or less, shall be submitted
         to binding arbitration in Pensacola, Florida in accordance with the
         Commercial Arbitration Rules of the American Arbitration Association by
         arbitrators chosen and paid for as provided in this Section 12. Owner
         and The Management Company shall each select and pay the fees and
         expenses of one arbitrator and those two shall select a third
         arbitrator. The fees of the third arbitrator shall be paid one-half by
         the Owner and one-half by The Management Company. The arbitrators shall
         have the power to award attorneys' fees and costs of arbitration to the
         prevailing party in any arbitration under this Section. The arbitrators
         shall set forth the reasons for any decision.


13.      NO PARTNERSHIP OR JOINT VENTURE

         Unless specifically provided for by a separate written agreement, the
         relationship between the Owner and The Management Company is not
         intended to be nor shall it be deemed a partnership or joint venture.
         The Owner and The Management Company agree that neither shall pledge
         the other's credit in any manner and sum and that all property in and
         about the Ship shall be and will remain the property of the Owner free
         and clear of all liens and security interests of or incurred by The
         Management Company except as may otherwise be specifically provided for
         in this Agreement.

14.      SEVERABILITY

         If any provisions of this Agreement shall be determined by a court of
         competent jurisdiction to be illegal, invalid or unenforceable, such
         determination shall not effect or impair the validity, legality, or
         enforceability of the remaining provisions contained herein.

15.      NOTICES

         Any notice, demand, request or other instrument which may be or is
         required to be given under this Agreement shall be delivered in person
         by prepaid recognized national or international courier service, return
         receipt requested, or sent by United States registered or certified
         mail, postage prepaid, return receipt requested, addressed to the
         respective parties at the addresses set forth on the signature page(s)
         below or at such other address as such party shall designate by like
         written notice, and shall be effective upon receipt. A copy of any
         notice, demand, request or other instrument which may be or is required
         to be given under this Agreement shall be sent to:


                                       17
<PAGE>   20


                              (names and addresses)

         A copy of each notice, demand, request or other instrument transmitted
         in accordance with this Section shall simultaneously be transmitted by
         facsimile machine to the Owner, The Management Company, and above-named
         counsel at the following telephone numbers:

                  Owner Facsimile No:
                  The Management Company Facsimile No: (850) 433-5409

16.      ASSIGNMENT

         Neither this agreement nor any other rights or obligations hereunder
         may be assigned or transferred by either party without express written
         consent of The Management Company and Owner, which consent shall not be
         unreasonably withheld.


17.      CONTROLLING LAW

         This Agreement shall be governed by and construed in accordance with
         the laws of the United States where applicable and otherwise by the
         laws of the State of Florida, except those pertaining to choice of law.
         Venue for all disputes shall be in the State of Florida, USA, and the
         parties consent to such venue in all cases.

18.      BINDING EFFECT

         This Agreement shall be only for the benefit of and binding upon the
         Owner and The Management Company and their respective successors and
         assigns.

19.      COUNTERPARTS

         This Agreement may be executed in counterparts, each of which shall be
         deemed an original of this Agreement.

20.      INTERPRETATION AND RULES OF CONSTRUCTION

         Section and subsection headings are for reference purposes only and are
         not intended to affect the meaning, interpretation, or construction of
         this Agreement. All references to amounts expressed in dollars shall
         refer to the lawful currency of the United States of America. Owner and
         The Management Company acknowledge and agree that they have each
         reviewed this Agreement and that any rule of construction resolving
         ambiguities against the drafting party shall not be employed in the
         interpretation of this Agreement or any amendment, exhibit or schedule
         hereto.


                                       18
<PAGE>   21


21.      FURTHER ASSURANCES

         Owner and The Management Company hereby agree for themselves and for
         their respective successors and assigns to execute and deliver any
         instruments and to perform any acts which may be necessary or helpful
         to carry out the purposes of this Agreement.

22.      ATTORNEYS' FEES

         In the event a suit or proceeding is brought by Owner or The Management
         Company to enforce or to defend its provisions, or to seek remedy for
         any breach hereof, the prevailing party shall be entitled to receive
         its reasonable attorneys' fees and disbursements incurred in connection
         with such suit or proceeding, including fees and expenses incurred in
         any appellate proceedings.

23.      ENTIRE AGREEMENT

         This Agreement contains the final and entire agreement between the
         parties hereto regarding management of the Casinos. No change or
         modification of this agreement shall be valid or binding upon the
         parties hereto unless such change or modification shall be in writing
         and signed by the parties hereto, and neither the parties nor their
         agents shall be bound by any terms, conditions, statements, warranties
         or representations, oral or written, not herein contained.

         IN WITNESS WHEREOF, the parties hereto have signed and sealed this
Agreement the day and year first above written.

                                  OWNER

                                  CASINO  PADRE  INVESTMENT  COMPANY  LLC, A
                                        NEVADA LIMITED LIABILITY COMPANY
                                  ONE PADRE BOULEVARD
                                  SOUTH PADRE ISLAND TX 78597
WITNESS:


                                  BY:
-----------------------------         ------------------------------------------

                                  ITS:
                                       -----------------------------------------

                                  THE MANAGEMENT COMPANY

                                  sureBET CASINOS, INC., A UTAH CORPORATION
                                  1610 BARRANCAS AVENUE
                                  PENSACOLA FL 32501



                                  BY:
-----------------------------         ------------------------------------------

                                  ITS:
                                       -----------------------------------------



                                       19