<PAGE>

[LOGO]                                                                 EX 10.16

                                LOAN AGREEMENT

<TABLE>
<CAPTION>
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    PRINCIPAL      LOAN DATE      MATURITY       LOAN NO.      CALL      COLLATERAL      ACCOUNT       OFFICER     INITIALS
<S>                <C>            <C>            <C>           <C>       <C>            <C>            <C>         <C>
  $5,000,000.00    10-11-1999     10-14-2000                                140         5606780824      KMM36
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REFERENCES IN THE SHADED AREA ARE FOR LENDER'S USE ONLY AND DO NOT LIMIT THE APPLICABILITY OF THIS DOCUMENT TO ANY PARTICULAR
LOAN OR ITEM.
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BORROWER:  PDS FINANCIAL CORPORATION; ET.AL.      LENDER:  U.S. BANK NATIONAL ASSOCIATION
           6171 MCLEOD DRIVE                               COMMERCIAL SERVICES GROUP
           LAS VEGAS, NV 09120                             2300 W. SAHARA, SUITE 200
                                                           LAS VEGAS, NV 09102
==============================================================================================================================
</TABLE>

THIS LOAN AGREEMENT BETWEEN PDS FINANCIAL CORPORATION AND PDS FINANCIAL
NEVADA (REFERRED TO IN THIS AGREEMENT INDIVIDUALLY AND COLLECTIVELY AS
"BORROWER") AND U.S. BANK NATIONAL ASSOCIATION (REFERRED TO IN THIS AGREEMENT
AS "LENDER") IS MADE AND EXECUTED ON THE FOLLOWING TERMS AND CONDITIONS.
BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO
LENDER FOR A COMMERCIAL LOAN OR LOANS AND OTHER FINANCIAL ACCOMMODATIONS,
INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO
THIS AGREEMENT. ALL SUCH LOANS AND FINANCIAL ACCOMMODATIONS, TOGETHER WITH
ALL FUTURE LOANS AND FINANCIAL ACCOMMODATIONS FROM LENDER TO BORROWER, ARE
REFERRED TO IN THIS AGREEMENT INDIVIDUALLY AS THE "LOAN" AND COLLECTIVELY AS
THE "LOANS." BORROWER UNDERSTANDS AND AGREES THAT: (a) IN GRANTING,
RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON BORROWER'S
REPRESENTATIONS, WARRANTIES, AND AGREEMENTS, AS SET FORTH IN THIS AGREEMENT;
(b) THE GRANTING, RENEWING, OR EXTENDING OF ANY LOAN BY LENDER AT ALL TIMES
SHALL BE SUBJECT TO LENDER'S SOLE JUDGMENT AND DISCRETION; AND (c) ALL SUCH
LOANS SHALL BE AND SHALL REMAIN SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS
OF THIS AGREEMENT.

TERM. This Agreement shall be effective as of October 9, 1999, and shall
continue thereafter until all indebtedness of Borrower to Lender has been
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS. The following words shall have the following meanings when used
in this Agreement. Terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code. All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

     AGREEMENT. The word "Agreement" means this Loan Agreement, as this Loan
     Agreement may be amended or modified from time to time, together with
     all exhibits and schedules attached to this Loan Agreement from time to
     time.

     ADVANCE. The word "Advance" means a disbursement of Loan funds under
     this Agreement.

     BORROWER. The word "Borrower" means individually and collectively PDS
     FINANCIAL CORPORATION and PDS FINANCIAL NEVADA and all other persons and
     entities signing Borrower's Note.

     BORROWING BASE. The words "Borrowing Base" mean, as determined by
     Lender from time to time, the lesser of  (a) $6,000,000.00; or  (b)
     65.000% of the aggregate amount of Eligible Inventory. In determining
     the amount of the Borrowing Base, all Eligible inventory of all
     Borrowers shall be included.

     BUSINESS DAY. The words "Business Day" mean a day on which commercial
     banks are open for business in the State of Nevada.

     CERCLA. The word "CERCLA" means the Comprehensive Environmental
     Response, Compensation, and Liability Act of 1980, as amended.

     CASH FLOW. The words "Cash Flow" mean net income after taxes, and
     exclusive of extraordinary gains and income, plus depreciation and
     amortization.

     COLLATERAL. The word "Collateral" means and includes without limitation
     all property and assets granted as collateral security for a Loan,
     whether real or personal property, whether granted directly or
     indirectly, whether granted now or in the future, and whether granted in
     the form of a security interest, mortgage, deed of trust, assignment,
     pledge, chattel mortgage, chattel trust, factor's lien, equipment trust,
     conditional sale, trust receipt, lien, charge, lien or little retention
     contract, lease or consignment intended as a security device, or any
     other security or lien interest whatsoever, whether created by law,
     contract, or otherwise. The word "Collateral" includes without
     limitation all collateral described below in the section titled
     "COLLATERAL."

     DEBT. The word "Debt" means all of Borrower's liabilities excluding
     Subordinated Debt.

     ELIGIBLE INVENTORY. The words "Eligible Inventory" mean, at any time,
     all of Borrower's Inventory as defined below except:

        (a) Inventory which is not owned by Borrower free and clear of all
        security interacts, liens, encumbrances, and claims of third parties.

        (b) Inventory which Lender, in its sole discretion, deems to be
        obsolete, unsalable, damaged, defective, or until further processing.

        (c) Eligible Inventory will be reduced by the greater of inventory
        (defined as slot machines) which has been in inventory for more than
        twenty four (24) months or PDS's inventory reserve. Exclude work in
        progress from eligible inventory except for operational inventory.


     ERISA. The word "ERISA" means the Employee Retirement Income Security
     Act of 1974, as amended.

     EVENT OF DEFAULT. The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     billed "EVENTS OF DEFAULT."

     EXPIRATION DATE. The words "Expiration Date" mean the date of
     termination of Lender's commitment to lend under this Agreement.

     GRANTOR. The word "Grantor" means and includes without limitation each
     and all of the persons or entities granting a Security Interest in any
     Collateral for the indebtedness, including without limitation all
     Borrowers granting such a Security Interest.

     GUARANTOR:  The word "Guarantor" means and includes without limitation
     each and all of the guarantors, sureties, and accommodation parties in
     connection with indebtedness.

     INDEBTEDNESS. The word "Indebtedness" means and includes without
     limitation all Loans, together with all other obligations, debts, and
     liabilities of Borrower to Lender, or any one or more of them, as well
     as claims by Lender against Borrower, or any one or more of them;
     whether now or hereafter existing, voluntary or involuntary, due or not
     due, absolute or contingent, liquidated or unliquidated; whether
     Borrower may be liable individually or jointly with others; whether
     Borrower may be obligated as a guarantor, surety, or otherwise; whether
     recovery upon such indebtedness may be or hereafter may become barred by
     any statute of limitations; and whether such indebtedness may be or
     hereafter may become otherwise unenforceable.

     INVENTORY. The word "Inventory" means all of the Borrower's raw
     materials, work in process, finished goods, merchandise, parts and
     supplies, of every kind and description, and goods held for sale or
     lease or furnished under contracts of service in which Borrower now has
     or hereafter acquires any right, whether held by Borrower or others, and
     all documents or title, warehouse receipts, bills of lading, and all
     other documents of every type covering all or any part of the foregoing.
     Inventory includes inventory temporarily out of Borrower's custody or
     possession and all returns on Accounts.

     LENDER. The word "Lender" means U.S. BANK NATIONAL ASSOCIATION, its
     successors and assigns.

     LINE OF CREDIT. The words "Line of Credit" mean the credit facility
     described in the Section titled "LINE OF CREDIT" below.

     LIQUID ASSETS. The words "Liquid Assets" mean Borrower's each on hand
     plus Borrower's readily marketable securities.

     LOAN. The word "Loan" or "Loans" means and includes without limitation
     any and all commercial loans and financial accommodations from Lender to
     Borrower, whether now or hereafter existing, and however evidenced,
     including without limitation those loans and financial accommodations
     described herein or described on any exhibit or schedule attached to
     this Agreement from time to time.

     NOTE. The word "Note" means and includes without limitation Borrower's
     promissory note or notes, if any, evidencing Borrower's Loan obligations
     in favor of Lender, as well as any substitute, replacement or
     refinancing note or notes therefor.

     PERMITTED LIENS. The words "Permitted Liens" mean:  (a) liens and
     security interests securing indebtedness owed by Borrower to Lender;
     (b) liens for taxes, assessments, or similar charges either not yet due
     or being contested in good faith;  (c) liens of materialmen, mechanics,
     warehousemen, or carriers, or other like liens arising in the ordinary
     course of business and securing obligations which are not yet
     delinquent; (d) purchase money liens or purchase money security interests
     upon or in any properly acquired or held by Borrower in the ordinary
     course of business to secure indebtedness outstanding on the date of
     this Agreement or permitted to be incurred under the paragraph of this
     Agreement titled "Indebtedness and Liens";  (e) liens and security
     interests which, as of the date of this Agreement, have been disclosed
     to and approved by the Lender in writing: and (f) those liens and security
     interests which in the aggregate constitute an immaterial and
     insignificant monetary amount with respect to the net value of
     Borrower's assets.

     RELATED DOCUMENTS. The words "Related Documents" mean and include
     without limitation all promissory notes, credit, agreements, loan
     agreements, environmental agreements, guarantees, security agreements,
     mortgages, deeds of trust, and all other instruments, agreements and
     documents, whether now or hereafter existing, executed in connection
     with indebtedness.

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10-11-1999                      LOAN AGREEMENT                           PAGE 2
LOAN NO                           (CONTINUED)
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     SECURITY AGREEMENT. The words "Security Agreement" mean and include
     without limitation any agreements, promises, covenants, arrangements,
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security
     Interest.

     SECURITY INTEREST. The words "Security Interest" mean and include
     without limitation any type of collateral security, whether in the form
     of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel
     mortgage, chattel trust, factor's lien, equipment trust, conditional
     sale, trust receipt, lien or title retention contract, lease or
     consignment intended as a security device, or any other security or lien
     interest whatsoever, whether created by law, contract, or otherwise.

     SARA. The word "SARA" means the Superfund Amendments and Reauthorization
     Act of 1988 as now or hereafter amended.

     SUBORDINATED DEBT. The words "Subordinated Debt" mean indebtedness and
     liabilities of Borrower which have been subordinated by written
     agreement to indebtedness owed by Borrower to Lender in form and
     substance acceptable to Lender.

     TANGIBLE NET WORTH. The words "Tangible Net Worth" mean Borrower's total
     assets excluding all intangible assets (i.e., goodwill, trademarks,
     patents, copyrights, organizational expenses, and similar intangible
     items, but including leaseholds and leasehold improvements) less total
     Debt.

     WORKING CAPITAL. The words "Working Capital" mean Borrower's current
     assets, excluding prepaid expenses, less Borrower's current liabilities.

LINE OF CREDIT. Lender agrees to make Advances to Borrower from time to time
from the date of this Agreement to the Expiration Date, provided the
aggregate amount of such Advances outstanding at any time does not exceed the
Borrowing Base. Within the foregoing limits, Borrower may borrow, partially
or wholly prepay, and reborrow under this Agreement as follows.

     CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make any
     Advance to or for the account of Borrower under this Agreement is
     subject to the following conditions precedent, with all documents,
     instruments, opinions, reports, and other items required under this
     Agreement to be in form and substance satisfactory to Lender:

        (a) Lender shall have resolved evidence that this Agreement and
        all Related Documents have been duly authorized, executed, and
        delivered by Borrower to Lender.

        (b) Lender shall have received such opinions of counsel,
        supplemental opinions, and documents as Lender may request.

        (c) The security interests in the Collateral shall have been
        duly authorized, created, and perfected with first lien priority and
        shall be in full force and effect.

        (d) All guaranties required by Lender for the Line of Credit shall have
        been executed by each Guarantor, delivered to Lender, and be in full
        force and effect.

        (e) Lender, at its option and for its sole benefit, shall have
        conducted an audit of Borrower's inventory, books, records, and
        operations, and Lender shall be satisfied as to their condition.

        (f) Borrower shall have paid to Lender all fees, costs, and
        expenses specified in this Agreement and the Related Documents as
        are then due and payable.

        (g) There shall not exist at the time of any Advance a condition
        which would constitute an Event of Default under this Agreement, and
        Borrower shall have delivered to Lender the compliance certificate
        called for in the paragraph below titled "Compliance Certificate."

     MAKING LOAN ADVANCES. Advances under the Line of Credit may be requested
     either orally or in writing by authorized persons. Lender may, but need
     not, require that all oral requests be confirmed in writing. Each
     Advance shall be conclusively deemed to have been made at the request of
     and for the benefit of Borrower  (a) when credited to any deposit
     account of Borrower maintained with Lender or  (b) when advanced in
     accordance with the instructions of an authorized person. Lender, at its
     option, may set a cutoff time, after which all requests for Advances
     will be treated as having been requested on the next succeeding Business
     Day.

     MANDATORY LOAN REPAYMENTS. If at any time the aggregate principal amount
     of the outstanding Advances shall exceed the applicable Borrowing Base,
     Borrower, immediately upon written or oral notice from Lender, shall pay
     to Lender an amount equal to the difference between the outstanding
     principal balance of the Advances and the Borrowing Base. On the
     Expiration Date, Borrower shall pay to Lender in full the aggregate
     unpaid principal amount of all Advances then outstanding and all accrued
     unpaid interest, together with all other applicable fees, costs and
     charges, if any, not yet paid.

     LOAN ACCOUNT. Lender shall maintain on its books a record of account in
     which Lender shall make entries for each Advance and such other debits
     and credits as shall be appropriate in connection with the credit
     facility. Lender shall provide Borrower with periodic statements of
     Borrower's account, which statements shall be considered to be correct
     and conclusively binding on Borrower unless Borrower notifies Lender to
     the contrary within thirty (30) days after Borrower's receipt of any
     such statement which Borrower deems to be incorrect.

COLLATERAL. To secure payment of the Line of Credit and performance of all
other Loans, obligations and duties owed by Borrower to Lender, Borrower
(and others, if required) shall grant to Lender Security interests in such
property and assets as Lender may require (the "Collateral"), including
without limitation Borrower's present and future inventory. Lender's Security
interests in the Collateral shall be continuing liens and shall include the
proceeds and products of the Collateral, including without limitation the
proceeds of any insurance. With respect to the Collateral, Borrower agrees
and represents and warrants to Lender:


     PERFECTION OF SECURITY INTERESTS. Borrower agrees to execute such
     financing statements and to take whatever other actions are requested by
     Lender to perfect and continue Lender's Security interests in the
     Collateral. Upon request of Lender, Borrower will deliver to Lender any
     and all of the documents evidencing or constituting the Collateral, and
     Borrower will note Lender's interest upon any and all chattel paper if
     not delivered to Lender for possession by Lender. Contemporaneous with
     the execution of this Agreement, Borrower will execute one or more UCC
     financing statements and any similar statements as may be required by
     applicable law, and will file such financing statements and all such
     similar statements in the appropriate location or locations. Borrower
     hereby appoints Lender as its irrevocable attorney-in-fact for the
     purpose of executing any documents necessary to perfect or to continue
     any Security interest. Lender may at any time, and without further
     authorization from Borrower, file a carbon, photograph, facsimile, or
     other reproduction of any financing statement for use as a financing
     statement.  Borrower will reimburse Lender for all expenses for the
     perfection, termination, and the continuation of the perfection of
     Lender's security interest in the Collateral.  Borrower promptly will
     notify Lender of any change in Borrower's name including any change to
     the assumed business names of Borrower.  Borrower also promptly will
     notify Lender of any change in Borrower's Social Security Number or
     Employer Identification Number. Borrower further agrees to notify Lender
     in writing prior to any change in address or location of Borrower's
     principal governance office or should Borrower merge or consolidate with
     any other entity.

     COLLATERAL RECORDS.  Borrower does now, and at all times hereafter
     shall, keep correct and accurate records of the Collateral, all of which
     records shall be available to Lender or Lender's representative upon
     demand for inspection and copying at any reasonable time. With respect to
     the inventory, Borrower agrees to keep and maintain such records as Lender
     may require, including without limitation information concerning Eligible
     Inventory and records itemizing and describing the kind, type, quality,
     and quantity of Inventory, Borrower's inventory costs and selling prices,
     and the daily withdrawals and additions to inventory.

     COLLATERAL SCHEDULES.  Concurrently with the execution and delivery of
     this Agreement, Borrower shall execute and deliver to Lender a schedule
     of Inventory and Eligible Inventory, in form and substance satisfactory
     to the Lender.  Thereafter Borrower shall execute and deliver to Lender
     such supplemental schedules of Eligible Inventory specifying the value
     thereof, and such other matters and information relating to Borrower's
     inventory as Lender may request.  Supplemental schedules shall be
     delivered according to the following schedule: Borrower agrees to submit
     to Lender monthly Accounts Receivable Agings, Accounts Payable Listing,
     Inventory Certificate and Borrower's Certificate supported by a detailed
     inventory listing within twenty (20) days after the end of each month.

     REPRESENTATIONS AND WARRANTIES CONCERNING INVENTORY.  With respect to
     the inventory, Borrower represents and warrants to Lender (a) All
     inventory represented by Borrower to be Eligible inventory for purposes
     of this Agreement conforms to the requirements of the definition of
     Eligible inventory; (b) All inventory values listed on schedules
     delivered to Lender will be true and correct, subject to immaterial
     variance; (c) The value of the inventory will be determined on a
     consistent accounting basis; (d) Except as agreed to the contrary by
     Lender in writing, all Eligible inventory is now and at all times
     hereafter will be in Borrower's physical possession and shall not be
     held by others on consignment, sale on approval, or sale or return; (e)
     Except as reflected in the inventory schedules delivered to Lender, all
     Eligible Inventory is now and at all times hereafter will be of good and
     merchantable quality, free from defects; (f) Eligible Inventory is not
     now and will not at any time hereafter be stored with a bailee,
     warehouseman, or similar party without Lender's prior written consent,
     and, in such event, Borrower will concurrently at the time of bailment
     cause any such bailee, warehouseman, or similar party to issue and
     deliver to Lender, in form acceptable to Lender, warehouse receipts in
     Lender's name evidencing the storage of inventory; and (g) Lender, its
     assigns, or agents shall have the right at any time and at Borrower's
     expense to inspect and examine the inventory and to check and test the
     same as to quality, quantity, value, and condition.

MULTIPLE BORROWERS.  This Agreement has been executed by multiple obligors
who are referred to herein individually, collectively and interchangeably as
"Borrower."  Unless specifically stated to the contrary, the word "Borrower"
as used in this Agreement, including without limitation all representations,
warranties and covenants, shall include all Borrowers.  Borrower understands
and agrees that, with or without notice to Borrower, Lender may with respect
to any other Borrower (a) make one or more additional secured or unsecured
loans or otherwise extend additional credit; (b) alter, compromise, renew,
extend, accelerate, or otherwise change one or more times the time for
payment or other terms any indebtedness, including

<PAGE>

10-11-1999                      LOAN AGREEMENT                           PAGE 3
LOAN NO.                         (CONTINUED)
-------------------------------------------------------------------------------

increases and decreases of the rate of interest on the indebtedness; (c)
exchange, enforce, waive, subordinate, fall or decide not to perfect, and
release any security, with or without the substitution of new collateral; (d)
release, substitute, agree not to sue, or deal with any one or more of
Borrower's sureties, endorsers, or other guarantors on any terms or in any
manner Lender may choose; (e) determine how, when and what application of
payments and credits shall be made on any indebtedness; (f) apply such
security and direct the order or manner of sale thereof, including without
limitation, any nonjudicial sale permitted by the terms of the controlling
security agreement or deed of trust, as Lender in its discretion may
determine; (g) sell, transfer, assign, or grant participations in all or any
part of the indebtedness; (h) exercise or refrain from exercising any rights
against Borrower or others, or otherwise act or refrain from acting; (i)
settle or compromise any indebtedness; and (j) subordinate the payment of all
or any part of any indebtedness of Borrower to Lender to the payment of any
liabilities which may be due Lender or others.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender,
as of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any
Loan, and at all times any indebtedness exists:

     ORGANIZATION. Borrower is a corporation which is duly organized,
     validly existing, and in good standing under the laws of the State of
     Nevada and is validly existing and in good standing in all states in
     which Borrower is doing business. Borrower has the full power and
     authority to own its properties and to transact the businesses in
     which it is presently engaged or presently proposes to engage.
     Borrower also is duly qualified as a foreign corporation and is in
     good standing in all states in which the failure to so quality would
     have a material adverse effect on its businesses or financial
     condition.

     AUTHORIZATION. The execution, delivery, and performance of this
     Agreement and all Related Documents by Borrower, to the extent to be
     executed, delivered or performed by Borrower, have been duly authorized
     by all necessary action by Borrower; do not require the consent or
     approval of any other person, regulatory authority or governmental
     body; and do not conflict with, result in a violation of, or
     constitute a default under (a) any provision of its articles or
     incorporation or organization, or bylaws, or any agreement or other
     instrument binding upon Borrower or (b) any law, governmental
     regulation, court decree, or order applicable to Borrower.

     FINANCIAL INFORMATION. Each financial statement of Borrower
     supplied to Lender truly and completely disclosed Borrower's financial
     condition as of the date of the statement, and there has been no
     material adverse change in Borrower's financial condition subsequent
     to the date of the most recent financial statement supplied to Lender.
     Borrower has no material contingent obligations except as disclosed in
     such financial statements.

     LEGAL EFFECT. This Agreement constitutes, and any instrument or
     agreement required hereunder to be given by Borrower when delivered
     will constitute, legal, valid and binding obligations of Borrower
     enforceable against Borrower in accordance with their respective terms.

     PROPERTIES. Except for Permitted Liens, Borrower owns and has good
     title to all of Borrower's properties free and clear of all Security
     interests, and has not executed any security documents or financing
     statements relating to such properties. All of Borrower's properties
     are titled in Borrower's legal name, and Borrower has not used, or
     filed a financing statement under, any other name for at least the
     last five (5) years.

     HAZARDOUS SUBSTANCES. The terms "hazardous waste," "hazardous
     substance," "disposal," "release," and "threatened release," as used
     in this Agreement, shall have the same meanings as set forth in the
     "CERCLA," "SARA," the Hazardous Materials Transportation Act, 49
     U.S.C. Section 1801, et seq., the Resource Conservation and Recovery
     Act, 42 U.S.C. Section 6901, et seq., or other applicable state or
     Federal laws, rules, or regulations adopted pursuant to any of the
     foregoing. Except as disclosed to and acknowledged by Lender in
     writing, Borrower represents and warrants that: (a) During the period
     of Borrower's ownership of the properties, there has been no use,
     generation, manufacture, storage, treatment, disposal, release or
     threatened release of any hazardous waste or substance by any person
     on, under, about or from any of the properties. (b) Borrower has no
     knowledge of, or reason to believe that there has been (i) any use,
     generation, manufacture, storage, treatment, disposal, release, or
     threatened release of any hazardous waste or substance on, under or
     from the properties by any prior owners or occupants of any of the
     properties, or (ii) any actual or threatened litigation or claims of
     any kind by any person relating to such matters. (c) Neither Borrower
     nor any tenant, contractor, agent or other authorized user of any of
     the properties shall use, generate, manufacture, store, treat, dispose
     of, or release any hazardous waste or substance on, under, about or
     from any of the properties; and any such activity shall be conducted
     in compliance with all applicable federal, state, and local laws,
     regulations and ordinances, including without limitation those laws,
     regulations and ordinances described above. Borrower authorizes Lendor
     and its agents to enter upon the properties to make such inspections
     and tests as Lender may deem appropriate to determine compliance of
     the properties with this section of the Agreement. Any inspections or
     tests made by Lender shall be at Borrowers's expense and for Lender's
     purposes only and shall not be construed to create any responsibility
     or liability on the part of Lender to Borrower or to any other person.
     The representations and warranties contained herein are based on
     Borrower's due diligence in investigating the properties for hazardous
     waste and hazardous substances. Borrower hereby (a) releases and
     waives any future claims against Lender for indemnity or contribution
     in the event Borrower becomes liable for cleanup or other costs under
     any such laws, and (b) agrees to indemnity and hold harmless Lender
     against any and all claims, losses, liabilities, damages, penalties,
     and expenses which Lender may directly or indirectly sustain or suffer
     resulting from a breach of this section of the Agreement or as a
     consequence of any use, generation, manufacture, storage, disposal,
     release or threatened release of a hazardous waste or substance on the
     properties. The provisions of this section of the Agreement, including
     the obligation to indemnity, shall survive the payment of the
     indebtedness and the termination or expiration of this Agreement and
     shall not be affected by Lender's acquisition of any interest in any
     of the properties, whether by foreclosure or otherwise.


     LITIGATION AND CLAIMS. No litigation, claim, investigation,
     administrative proceeding or similar action (including those for unpaid
     taxes) against Borrower is pending or threatened, and no other event
     has occurred which may materially adversely affect Borrower's
     financial condition or properties, other than litigation, claims, or
     other events, if any, that have been disclosed to and acknowledged by
     Lender in writing.

     TAXES. To the best of Borrower's knowledge, all tax returns and
     reports of Borrower that are or were required to be filed, have been
     filed, and all taxes, assessments and other governmental charges have
     been paid in full, except those presently being or to be contested by
     Borrower in good faith in the ordinary course of business and for
     which adequate reserves have been provided.

     LIEN PROPERTY. Unless otherwise previously disclosed to Lender in
     writing, Borrower has not entered into or granted any Security
     Agreements, or permitted the filing or attachment of any Security
     interests on or affecting any of the Collateral directly or indirectly
     securing repayment of Borrower's Loan and Note, that would be prior or
     that may in any way be superior to Lender's Security interests and
     rights in and to such Collateral.

     BINDING EFFECT. This Agreement, the Note, all Security Agreements
     directly or indirectly securing repayment of Borrower's Loan and Note
     and all of the Related Documents are binding upon Borrower as well
     as upon Borrower's successors, representatives and assigns, and are
     legally enforceable in accordance with their respective terms.


     COMMERCIAL PURPOSES. Borrower intends to use the Loan proceeds solely
     for business or commercial related purposes.

     EMPLOYEE BENEFIT PLANS. Each employee benefit plan as to which
     Borrower may have any liability complies in all material respects with
     all applicable requirements of law and regulations, and (i) no
     Reportable Event nor Prohibited Transaction (as defined in ERISA) has
     occurred with respect to any such plan, (ii) Borrower has not
     withdrawn from any such plan or initiated steps to do so, (iii) no
     steps have been taken to terminate any such plan, and (iv) there are
     no unfunded liabilities other than those previously disclosed to Lender
     in writing.

     LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrower's place of
     business, or Borrower's Chief executive office, if Borrower has more
     than one place of business, is located at 6171 MCLEOD DRIVE, LAS
     VEGAS, NV 89120. Unless Borrower has designated otherwise in writing
     this location is also the office or offices where Borrower keeps its
     records concerning the Collateral.

     INFORMATION. All information heretofore or contemporaneously herewith
     furnished by Borrower to Lender for the purpose of or in connection
     with this Agreement or any transaction contemplated hereby is, and all
     information hereafter furnished by or on behalf of Borrower to Lender
     will be, true and accurate in every material respect on the date as of
     which such information is dated or certified; and none of such
     information is or will be incomplete by omitting to state any material
     fact necessary to make such information not misleading.

     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and
     agrees that Lender, without independent investigation, is relying upon
     the above representations and warrants in extending Loan Advances to
     Borrower. Borrower further agrees that the foregoing representations
     and warranties shall be continuing in nature and shall remain in full
     force and affect until such time as Borrower's indebtedness shall be
     paid in full, or until this Agreement shall be terminated in the
     manner provided above, whichever is the last to occur.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that,
while this Agreement is in effect, Borrower will:

     LITIGATION. Promptly inform Lender in writing of (a) all material
     adverse changes in Borrower's financial condition, and (b) all
     existing and all threatened litigation, claims, investigations,
     administrative proceedings or similar actions affecting Borrower or
     any Guarantor which could materially affect the financial condition of
     Borrower or the financial condition of any Guarantor.

     FINANCIAL RECORDS. Maintain its books and records in accordance with
     generally accepted accounting principles, applied on a consistent
     basis, and permit Lender to examine and audit Borrower's books and
     records at all reasonable times.

     FINANCIAL STATEMENTS. Furnish Lender with, as soon as available, but
     in no event later than one hundred twenty (120) days after the end of
     each fiscal year, Borrower's balance sheet and income statement for
     the year ended, audited by a certified public accountant satisfactory
     to Lender, and, as soon as available, but in no event later than fifty
     (50) days after the end of each fiscal quarter, Borrower's balance
     sheet and profit and loss statement for the period ended, prepared and
     certified as correct to the best knowledge and belief by Borrower's
     chief financial officer or other officer or person acceptable to
     Lender. All financial reports required to be provided under this
     Agreement shall be prepared in accordance with generally accepted
     accounting principles, applied on a consistent basis; and certified by
     Borrower as being true and correct.

<PAGE>

10-11-1999                      LOAN AGREEMENT                           PAGE 4
LOAN NO                          (CONTINUED)
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     ADDITIONAL INFORMATION. Furnish such additional information and
     statements, lists of assets and liabilities, agings of receivables and
     payables, inventory schedules, budgets, forecasts, tax returns, and
     other reports with respect to Borrower's financial condition and
     business operations as Lender may request from time to time.

     FINANCIAL COVENANTS AND RATIOS. Comply with the following covenants
     and ratios:

        NET WORTH RATIO. Maintain a ratio of Total Liabilities to
        Tangible Net Worth of less than 7.00 to 1.00.

        CASH FLOW REQUIREMENTS. Maintain Cash Flow at not less than
        the following level: RATIO OF 1.50 TO 1.00 DEFINED AS: EARNINGS BEFORE
        INTEREST, TAXES, DEPRECIATION AND AMORTIZATION DIVIDED BY INTEREST
        PLUS DIVIDENDS.

     The following provisions shall apply for purposes of determining
     compliance with the foregoing financial covenants and ratios:
     Quarterly. The financial covenants and ratios set forth in this
     paragraph shall be determined and calculated for all Borrowers on a
     consolidated basis and reference in this paragraph to "Borrower" shall
     mean all "Borrowers." Except as provided above, all computations made
     to determine compliance with the requirements contained in this
     paragraph shall be made in accordance with generally accepted
     accounting principles, applied on a consistent basis, and certified by
     Borrower as being true and correct.

     INSURANCE. Maintain fire and other risk insurance, public
     liability insurance, and such other insurance as Lender may require
     with respect to Borrower's properties and operations, in form,
     amounts, coverages and with insurance companies reasonably acceptable
     to Lender. Borrower, upon request of Lender, will deliver to Lender
     from time to time the policies or certificates of insurance in form
     satisfactory to Lender, including stipulations that coverages will not
     be cancelled or diminished without at least ten (10) days' prior
     written notice to Lender. Each insurance policy also shall include an
     endorsement providing that coverage in favor of Lender will not be
     impaired in any way by any act, omission or default of Borrower or any
     other person. In connection with all policies covering assets in which
     Lender holds or is offered a security interest for the Loans, Borrower
     will provide Lender with such loss payable or other endorsements as
     Lender may require.

     INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports
     on each existing insurance policy showing such information as Lender
     may reasonably request, including without limitation the following:
     (a) the name of the insurer; (b) the risks insured; (c) the amount of
     the policy; (d) the properties insured; (e) the then current property
     values on the basis of which insurance has been obtained, and the
     manner of determining those values; and (f) the expiration date of the
     policy. In addition, upon request of Lender (however not more often
     than annually), Borrower will have an independent appraiser
     satisfactory to Lender determine, as applicable, the actual cash value
     or replacement cost of any Collateral. The cost of such appraisal
     shall be paid by Borrower.

     OTHER AGREEMENTS. Comply with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and any
     other party and notify Lender immediately in writing of any default in
     connection with any other such agreements.

     LOAN FEES AND CHARGES. In addition to all other agreed upon fees and
     charges, pay the following: BORROWER AGREES TO PAY LENDER, PRIOR TO OR
     CONTEMPORANEOUSLY WITH THE INITIAL ADVANCE OF LOAN PROCEEDS, A
     NONREFUNDABLE LOAN FEE IN THE AMOUNT OF $18,750.00

     LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
     operations, unless specifically consented to the contrary by Lender in
     writing.

     TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
     indebtedness and obligations, including without limitation all
     assessments, taxes, governmental charges, levies and liens, of every
     kind and nature, imposed upon Borrower or its properties, income, or
     profits, prior to the date on which penalties would attach, and all
     lawful claims that, if unpaid, might become a lien or charge upon any
     of Borrower's properties, income, or profits. Provided however,
     Borrower will not be required to pay and discharge any such
     assessment, tax, charge, levy, lien or claim so long as (a) the
     legality of the same shall be contested in good faith by appropriate
     proceedings, and (b) Borrower shall have established on its books
     adequate reserves with respect to such contested assessment, tax,
     charge, levy, lien, or claim in accordance with generally accepted
     accounting practices. Borrower, upon demand of Lender, will furnish to
     Lender evidence of payment of the assessments, taxes, charges, levies,
     liens and claims and will authorize the appropriate governmental
     official to deliver to Lender at any time a written statement of any
     assessments, taxes, charges, levies, liens and claims against
     Borrower's properties, income, or profits.

     PERFORMANCE. Perform and comply with all terms, conditions, and
     provisions set forth in this Agreement and in the Related Documents in
     a timely manner, and promptly notify Lender if Borrower learns of the
     occurrence of any event which constitutes an Event of Default under
     this Agreement or under any of the Related Documents.

     OPERATIONS. Maintain executive and management personnel with
     substantially the same qualifications and experience as the present
     executive and management personnel; provide written notice to Lender
     of any change in executive and management personnel; conduct its
     business affairs in a reasonable and prudent manner and in compliance
     with all applicable federal, state and municipal laws, ordinances,
     rules and regulations respecting its properties, charters, businesses
     and operations, including without limitation, compliance with the
     Americans With Disabilities Act and with all minimum funding standards
     and other requirements of ERISA and other laws applicable to
     Borrower's employee benefit plans.

     INSPECTION. Permit employees or agents of Lender at any reasonable
     time to inspect any and all Collateral for the Loan of Loans and
     Borrower's other properties and to examine or audit Borrower's books,
     accounts, and records and to make copies and memoranda of Borrower's
     books, accounts, and records. If Borrower now or at any time hereafter
     maintains any records (including without limitation computer generated
     records and computer software programs for the generation of such
     records) in the possession of a third party, Borrower, upon request of
     Lender, shall notify such party to permit Lender free access to such
     records at all reasonable times and to provide Lender with copies of
     any records it may request, all at Borrower's expense.

     COMPLIANCE CERTIFICATE. Unless waived in writing by Lender, provide
     Lender at least annually and at the time of each disbursement of Loan
     proceeds with a certificate executed by Borrower's chief financial
     officer, or other officer or person acceptable to Lender, certifying
     that the representations and warranties set forth in this Agreement
     are true and correct as of the date of the certificate and further
     certifying that, as of the date of the certificate, no Event of
     Default exists under this Agreement.

     ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all
     respects with all environmental protection federal, state and local
     laws, statutes, regulations and ordinances; not cause or permit to
     exist, as a result of an intentional or unintentional action or
     omission on its part or on the part of any third party, on property
     owned and/or occupied by Borrower, any environmental activity where
     damage may result to the environment, unless such environmental
     activity is pursuant to and in compliance with the conditions of a
     permit issued by the appropriate federal, state or local governmental
     authorities; shall furnish to Lender promptly and in any event within
     thirty (30) days after receipt thereof a copy of any notice, summons,
     lien, citation, directive, letter or other communication from any
     governmental agency or instrumentality concerning any intentional or
     unintentional action or omission on Borrower's part in connection with
     any environmental activity whether or not there is damage to the
     environment and/or other natural resources.

     ADDITIONAL ASSURANCES. Make, execute and deliver to Lender
     such promissory notes, mortgages, deeds of trust, security agreements,
     financing statements, instruments, documents and other agreements as
     Lender or its attorneys may reasonably request to evidence and secure
     the Loans and to perfect all Security interests.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including
any request or policy not having the force of law) shall impose, modify or
make applicable any taxes (except U.S. federal, state or local income or
franchise taxes imposed on Lender), reserve requirements, capital adequacy
requirements or other obligations which would (a) increase the cost to Lender
for extending or maintaining the credit facilities to which this Agreement
relates, (b) reduce the amounts payable to Lender under this Agreement or the
Related Documents, or (c) reduce the rate of return on Lender's capital as a
consequence of Lender's obligations with respect to the credit facilities to
which this Agreement relates, then Borrower agrees to pay Lender such
additional amounts as will compensate Lender therefor, within five (5) days
after Lender's written demand for such payment, which demand shall be
accompanied by an explanation of such imposition or charge and a calculation
in reasonable detail of the additional amounts payable by Borrower, which
explanation and calculations shall be conclusive in the absence of manifest
error.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

     INDEBTEDNESS AND LIENS. (a) Except for trade debt incurred in the
     normal course of business and indebtedness to Lender contemplated by
     this Agreement, create, incur or assume indebtedness for borrowed
     money, including capital leases, (b) except as allowed as a Permitted
     Lien, sell, transfer, mortgage, assign, pledge, lease, grant a security
     interest in, or encumber any of Borrower's assets, or (c) sell with
     recourse any of Borrower's accounts, except to Lender.

     CONTINUITY OF OPERATIONS. (a) Engage in any business activities
     substantially different than those in which Borrower is presently
     engaged, (b) cease operations, liquidate, merge, transfer, acquire or
     consolidate with any other entity, change ownership, change its name,
     dissolve or transfer or sell Collateral out of the ordinary course of
     business, (c) pay any dividends on Borrower's stock (other than
     dividends payable in its stock), provided, however that notwithstanding
     the foregoing, but only so long as no Event of Default has occurred
     and is continuing or would result from the payment of dividends, if
     Borrower is a "Subchapter S Corporation" (as defined in the Internal
     Revenue Code of 1988, as amended), Borrower may pay cash dividends on
     its stock to its shareholders from time to time in amounts necessary
     to enable the shareholders to pay income taxes and make estimated
     income tax payments to satisfy their liabilities under federal and
     state law which arise solely from their status as Shareholders of a
     Subchapter S Corporation because of their ownership of shares of stock
     of Borrower, or (d) purchase or retire any of Borrower's outstanding
     shares or alter or amend Borrower's capital structure.

<PAGE>

10-11-1999                      LOAN AGREEMENT                           PAGE 5
LOAN NO                         (CONTINUED)
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     LOANS, ACQUISITIONS AND GUARANTIES. (a) Loan, invest in or advance
     money or assets, (b) purchase, create or acquire any interest in any
     other enterprise or entity, or (c) incur any obligation as surety or
     guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds
if:  (a) Borrower or any Guarantor is in default under the terms of this
Agreement or any of the Related Documents or any other agreement that
Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor
becomes insolvent, files a petition in bankruptcy or similar proceedings, or
is adjudged a bankrupt; (c) there occurs a material adverse change in
Borrowers financial condition, in the financial condition of any Guarantor,
or in the value of any Collateral securing any Loan; (d) any Guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such Guarantor's
guaranty of the Loan or any other loan with Lender; or (e) Lender in good
faith deems itself insecure, even though no Event of Default shall have
occurred.

ACCESS LAWS.  Without limiting the generality of any provision of this
agreement requiring Borrower to comply with applicable laws, rules, and
regulations,  Borrower agrees that it will at all times comply with the
applicable laws relating to disabled access including, but not limited to,
all applicable titles of the Americans with Disabilities Act of 1990.

YEAR 2000.  Year 2000.  Borrower has reviewed and accessed its business
operations and computer systems and applications to address the "year 2000
problem" (that is, that computer applications and equipment used by Borrower,
directly or indirectly through third parties, may be unable to properly
perform date-sensitive functions before, during and after January 1, 2000).
Borrower reasonably believes that the year 2000 problem will not result in a
material adverse change in Borrower's business condition (financial or
otherwise), operations, properties or prospects or ability to repay Lender.
Borrower agrees that this representation will be true and correct on and
shall be deemed made by Borrower on each date Borrower requests any advance
under this Agreement or Note or delivers any information to Lender, Borrower
will promptly deliver to Lender such information relating to this
representation as Lender requests from time to time.

PRIOR LOAN AGREEMENT.  This Loan Agreement shall supercede and replace the
prior Loan Agreement dated August 5, 1998.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual security interest
in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender
all Borrower's right, title and interest in and to, Borrower's accounts with
Lender (whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh
accounts, and all trust accounts for which the grant of the security interest
would be prohibited by law.  Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of
Default under this Agreement:

     DEFAULT ON INDEBTEDNESS.  Failure of Borrower to make any payment when
     due on the Loans.

     OTHER DEFAULTS.  Failure of Borrower or any Grantor to comply with or to
     perform when due any other term, obligation, covenant or condition
     contained in this Agreement or in any of the Related Documents, or
     failure of Borrower to comply with or to perform any other term,
     obligation, covenant or condition contained in any other agreement
     between Lender and Borrower.

     DEFAULT IN FAVOR OF THIRD PARTIES.  Should Borrower or any Grantor
     default under any loan, extension of credit, security agreement,
     purchase or sales agreement, or any other agreement, in favor of any
     other creditor or person that may materially affect any of Borrower's
     property or Borrower's or any Grantor's ability to repay the Loans or
     perform their respective obligations under this Agreement or any of the
     Related Documents.

     FALSE STATEMENTS.  Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Borrower or any Grantor under
     this Agreement or the Related Documents is false or misleading in any
     material respect at the time made or furnished, or becomes false or
     misleading at any time thereafter.

     DEFECTIVE COLLATERALIZATION.  This Agreement or any of the Related
     Documents ceases to be in full force and effect (including failure of any
     Security Agreement to create a valid and perfected Security Interest) at
     any time and for any reason.

     INSOLVENCY.  The dissolution or termination of Borrower's existence as a
     going business, the insolvency of Borrower, the appointment of a
     receiver for any part of Borrower's property, any assignment for the
     benefit of creditors, any type of creditor workout, or the commencement
     of any proceeding under any bankruptcy or insolvency laws by or against
     Borrower.

     CREDITOR OR FORFEITURE PROCEEDINGS.  Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower, any
     creditor of any Grantor against any collateral securing the
     indebtedness, or by any governmental agency.  This includes a
     garnishment, attachment, or levy on or of any of Borrower's deposit
     accounts with Lender.

     EVENTS AFFECTING GUARANTOR.  Any of the preceding events occurs with
     respect to any Guarantor of any of the indebtedness or any Guarantor
     dies or becomes incompetent, or revokes or disputes the validity of, or
     liability of, or liability under, any Guaranty of the indebtedness.

     EVENTS AFFECTING CO-BORROWERS.  Any of the preceding events occurs with
     respect to any co-borrower of any of the indebtedness or any co-borrower
     dies or becomes incompetent, or revokes or disputes the validity of, or
     liability under, any of the indebtedness.

     CHANGE IN OWNERSHIP.  Any change in ownership of twenty-five percent
     (25%) or more of the common stock of Borrower.

     ADVERSE CHANGE.  A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of
     the indebtedness is impaired.

     INSECURITY.  Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT.  If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligation to make Loan Advances or disbursements), and, at Lender's option,
all indebtedness immediately will become due and payable, all without notice
of any kind to Borrower, except that in the case of an Event of Default of
the type described in the "Insolvency" subsection above, such acceleration
shall be automatic and not optional.  In addition, Lender shall have all the
rights and remedies provided in the Related Documents or available at law, in
equity, or otherwise.  Except as may be prohibited by applicable law, all of
Lender's rights and remedies shall be cumulative and may be exercised
singularly or concurrently.  Election by Lender to pursue any remedy shall
not exclude pursuit of any other remedy, and an election to make expenditures
or to take action to perform an obligation of Borrower or of any Grantor
shall not affect Lender's right to declare a default and to exercise its
rights and remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part
of this Agreement:

     AMENDMENTS.  This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to
     the matters set forth in this Agreement.  No alteration of or amendment
     to this Agreement shall be effective unless given in writing and signed
     by the party or parties sought to be charged or bound by the alteration
     or amendment.

     APPLICABLE LAW.  This Agreement has been delivered to Lender and
     accepted by Lender in the State of Nevada.  If there is a lawsuit,
     Borrower agrees upon Lender's request to submit to the jurisdiction of
     the courts of Clark County, the State of Nevada (Initial Here
     ______________.).  Subject to the provisions on arbitration, this
     Agreement shall be governed by and construed in accordance with the laws
     of the State of Nevada.

     ARBITRATION.  Lender and Borrower agree that all disputes, claims and
     controversies between them, whether individual, joint, or class in
     nature, arising from this Agreement or otherwise, including without
     limitation contract and tort disputes, shall be arbitrated pursuant to
     the Rules of the American Arbitration Association, upon request of either
     party.  No act to take or dispose of any Collateral shall constitute a
     waiver of this arbitration agreement or be prohibited by this
     arbitration agreement.  This includes, without limitation, obtaining
     injunctive relief or a temporary restraining order; invoking a power of
     sale under any deed of trust or mortgage; obtaining a writ of attachment
     or imposition of a receiver; or exercising any rights relating to
     personal property, including taking or disposing of such property with
     or without judicial process pursuant to Article 9 of the Uniform
     Commercial Code.  Any disputes, claims, or controversies concerning the
     lawfulness or reasonableness of any act, or exercise of any right,
     concerning any Collateral, including any claim to rescind, reform, or
     otherwise modify any agreement relating to the Collateral, shall also be
     arbitrated, provided however that no arbitrator shall have the right or
     the power to enjoin or restrain any act of any party.  Judgment upon any
     award rendered by any arbitrator may be entered in any court having
     jurisdiction.  Nothing in this Agreement shall preclude any party from
     seeking equitable relief from a court of competent jurisdiction.  The
     statute of limitations, estoppel, waiver, laches, and similar doctrines
     which would otherwise be applicable in an action brought by a party
     shall be applicable in any arbitration proceeding, and the commencement
     of any arbitration proceeding shall be deemed the commencement of an
     action for these purposes.  The Federal Arbitration Act shall apply to
     the construction, interpretation, and enforcement of this arbitration
     provision.

     CAPTION HEADINGS.  Caption headings in this Agreement are for
     convenience purposes only and are not to be used to interpret or define
     the provisions of this Agreement.

     MULTIPLE PARTIES; CORPORATE AUTHORITY.  All obligations of Borrower
     under this Agreement shall be joint and several, and all references to
     Borrower shall mean each and every Borrower.  This means that each of
     the persons signing below is responsible for all obligations in this
     Agreement.

     CONSENT TO LOAN PARTICIPATION.  Borrower agrees and consents to Lender's
     sale or transfer, whether now or later, of one or more participation
     interests in the Loans to one or more purchasers, whether related or
     unrelated to Lender.  Lender may provide, without any limitation
     whatsoever,

<PAGE>

10-11-1999                        LOAN AGREEMENT                          PAGE 6
LOAN NO                             (CONTINUED)
--------------------------------------------------------------------------------

     to any one or more purchasers, or potential purchasers, any
     information or knowledge Lender may have about Borrower or about any
     other matter relating to the Loan, and Borrower hereby waives any rights
     to privacy it may have with respect to such matters.  Borrower
     additionally waives any and all notices of sale of participation
     interests, as well as all notices of any repurchase of such participation
     interests.  Borrower also agrees that the purchasers of any such
     participation interests will be considered as the absolute owners of
     such interests in the Loans and will have all the rights granted under
     the participation agreement or agreements governing the sale of such
     participation interests.  Borrower further waives all rights of offset or
     counterclaim that it may have now or later against Lender or against any
     purchaser of such a participation interest and unconditionally agrees
     that either Lender or such purchaser may enforce Borrower's obligation
     under the Loans irrespective of the failure or insolvency of any holder
     of any interest in the Loans.  Borrower further agrees that the purchaser
     of any such participation interests may enforce its interests
     irrespective of any personal claims or defenses that Borrower may have
     against Lender.

     COSTS AND EXPENSES.  Borrower agrees to pay upon demand all of Lender's
     expenses, including without limitation attorneys' fees, incurred in
     connection with the preparation, execution, enforcement, modification
     and collection of this Agreement or in connection with the Loans made
     pursuant to this Agreement.  Lender may pay someone else to help collect
     the Loans and to enforce this Agreement, and Borrower will pay that
     amount.  This includes, subject to any limits under applicable law,
     Lender's attorneys' fees and Lender's legal expenses, whether or not
     there is a lawsuit, including attorneys' fees for bankruptcy
     proceedings (including efforts to modify or vacate any automatic stay or
     injunction), appeals, and any anticipated post-judgment collection
     services. Borrower also will pay any court costs, in addition to all
     other sums provided by law.

     NOTICES.  All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise
     required by law), and shall be effective when actually delivered or when
     deposited with a nationally recognized overnight courier or deposited in
     the United States mail, first class, postage prepaid, addressed to the
     party to whom the notice is to be given at the address shown above.  Any
     party may change its address for notices under this Agreement by giving
     formal written notice to the other parties, specifying that the purpose
     of the notice is to change the party's address.  To the extent permitted
     by applicable law, if there is more than one Borrower, notice to any
     Borrower will constitute notice to all Borrowers.  For notice purposes,
     Borrower will keep Lender informed at all times of Borrower's current
     address(es).

     SEVERABILITY.  If a court of competent jurisdiction finds any
     provision of this Agreement to be invalid or unenforceable as to any
     person or circumstance, such finding shall not render that provision
     invalid or unenforceable as to any other persons or circumstances.  If
     feasible, any such offending provision shall be deemed to be modified to
     be within the limits of enforceability or validity; however, if the
     offending provision cannot be so modified, it shall be stricken and all
     other provisions of this Agreement in all other respects shall remain
     valid and enforceable.

     SUCCESSORS AND ASSIGNS.  All covenants and agreements contained by or on
     behalf of Borrower shall bind its successors and assigns and shall inure
     to the benefit of Lender, its successors and assigns.  Borrower shall
     not, however, have the right to assign its rights under this Agreement or
     any interest therein, without the prior written consent of Lender.

     SURVIVAL.  All warranties, representations, and covenants made by
     Borrower in this Agreement or in any certificate or other instrument
     delivered by Borrower to Lender under this Agreement shall be considered
     to have been rolled upon by Lender and will survive the making of the
     Loan and delivery to Lender of the Related Documents, regardless of any
     investigation made by Lender or on Lender's behalf.

     TIME IS OF THE ESSENCE.  Time is of the essence in the performance of
     this Agreement.

     WAIVER.  Lender shall not be deemed to have waived any rights under this
     Agreement unless such waiver is given in writing and signed by Lender.
     No delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right.  A waiver by
     Lender of a provision of this Agreement shall not prejudice or
     constitute a waiver of Lender's right otherwise to demand strict
     compliance with that provision or any other provision of this Agreement.
     No prior waiver by Lender, nor any course of dealing between Lender and
     Borrower, or between Lender and any Grantor, shall constitute a waiver of
     any of Lender's rights or of any obligations of Borrower or of any
     Grantor as to any future transactions.  Whenever the consent of Lender
     is required under this Agreement, the granting of such consent by Lender
     in any instance shall not constitute continuing consent in subsequent
     instances where such consent is required, and in all cases such consent
     may be granted or withheld in the sole discretion of Lender.

EACH BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN
AGREEMENT, AND EACH BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS
OF OCTOBER 11, 1999.

BORROWER:

PDS FINANCIAL CORPORATION

/X/ /s/  [ILLEGIBLE]
        ------------------------------------
    Authorized Officer

PDS FINANCIAL NEVADA, CO-BORROWER

By: /s/  [ILLEGIBLE]
    ----------------------------------------
    Authorized Officer


LENDER:
U.S. BANK NATIONAL ASSOCIATION

By: /s/  [ILLEGIBLE]
    ----------------------------------------
    Authorized Officer

<PAGE>

[LOGO]

                               PROMISSORY NOTE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
    PRINCIPAL      LOAN DATE      MATURITY       LOAN NO.      CALL      COLLATERAL      ACCOUNT       OFFICER     INITIALS
<S>                <C>            <C>            <C>           <C>       <C>            <C>            <C>         <C>
  $5,000,000,00    10-11-1999     10-14-2000                                140         5608780924      KMM36
------------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular
loan or item.
------------------------------------------------------------------------------------------------------------------------------
BORROWER:  PDS FINANCIAL CORPORATION; ET. AL.      LENDER: U.S. BANK NATIONAL ASSOCIATION
           6171 MCLEOD DRIVE                               COMMERCIAL SERVICES GROUP
           LAS VEGAS, NV 89120                             2300 W. SAHARA, SUITE 200
                                                           LAS VEGAS, NV 89102
==============================================================================================================================
</TABLE>

PRINCIPAL AMOUNT:  $5,000,000.00                DATE OF NOTE:  OCTOBER 11, 1999

PROMISE TO PAY. PDS FINANCIAL CORPORATION and PDS FINANCIAL NEVADA (referred
to in this Note individually and collectively as "Borrower") jointly and
severally promise to pay to U.S. BANK NATIONAL ASSOCIATION ("Lender"), or
order, in lawful money of the United States of America, the principal amount
of Five Million & 00/100 Dollars ($5,000,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal
balance of each advance. Interest shall be calculated from the date of each
advance until repayment of each advance.

PAYMENT. Borrower will pay this loan on demand, or if no demand is made, in
one payment of all outstanding principal plus all accrued unpaid interest on
October 14, 2000. In addition, Borrower will pay regular monthly payments of
accrued unpaid interest beginning October 15, 1999, and all subsequent
interest payments are due on the same day of each month after that. The
annual interest rate for this Note is computed on a 365/360 basis; that is,
by applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender
at Lender's address shown above or at such other place as Lender may
designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an index which is the LENDER'S PRIME
RATE. THIS IS THE RATE OF INTEREST WHICH LENDER FROM TIME TO TIME ESTABLISHES
AS ITS PRIME RATE AND IS NOT, FOR EXAMPLE, THE LOWEST RATE OF INTEREST WHICH
LENDER COLLECTS FROM ANY BORROWER OR CLASS OF BORROWERS (the "Index"). THE
INTEREST RATE SHALL BE ADJUSTED WITHOUT NOTICE EFFECTIVE ON THE DAY LENDER'S
PRIME RATE CHANGES. Lender will tell Borrower the current index rate upon
Borrower's request. Borrower understands that Lender may make loans based on
other rates as well. The interest rate change will not occur more often than
each DAY. The interest rate to be applied to the unpaid principal balance of
this Note will be at a rate of 0.750 percentage points over the Index. NOTICE:
Under no circumstances will the interest rate on this Note be more than the
maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject
to refund upon early payment (whether voluntary or as a result of default),
except as otherwise required by law.

Except for the foregoing, Borrower may pay without penalty all or a portion
of the amount owed earlier than it is due. Early payments will not, unless
agreed to by Lender in writing, relieve Borrower of Borrower's obligation to
continue to make payments of accrued unpaid interest. Rather, they will
reduce the principal balance due.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender. (c) Borrower defaults under any loan, extension of
credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially
affect any of Borrower's property or Borrower's ability to repay this Note or
perform Borrower's obligations under this Note or any of the Related
Documents. (d) Any representation or statement made or furnished to Lender by
Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (e) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any proceeding
is commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (f) Borrower is in default under any other note, security
agreement, lease agreement or lease schedule, loan agreement or other
agreement, whether now existing or hereafter made, between Borrower and U.S.
Bancorp or any direct or indirect subsidiary of U.S. Bancorp. (g) Any
creditor tries to take any of Borrower's property on or in which Lender has a
lien or security interest. This includes a garnishment of any of Borrower's
accounts with Lender. (h) Any guarantor dies or any of the other events
described in this default section occurs with respect to any guarantor of
this Note. (i) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
indebtedness is impaired. (j) Lender in good faith deems itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest immediately
due, without notice, and then Borrower will pay that amount. Upon default,
including failure to pay upon final maturity, Lender, at its option, may
also, if permitted under applicable law, increase the variable interest rate
on this Note to 5.750 percentage points over the Index. The interest rate
will not exceed the maximum rate permitted by applicable law. Lender may hire
or pay someone else to help collect this Note if Borrower does not pay.
Borrower also will pay Lender that amount. This includes, subject to any
limits under applicable law, Lender's attorneys' fees and Lender's legal
expenses whether or not there is a lawsuit, including attorneys' fees and
legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services. If not prohibited by applicable law,
Borrower also will pay any court costs, in addition to all other sums
provided by law. This Note has been delivered to Lender and accepted by
Lender in the State of Nevada. If there is a lawsuit, Borrower agrees upon
Lender's request to submit to the jurisdiction of the courts of Clark County,
the State of Nevada (Initial Here __[ILLEGIBLE]___). Subject to the
provisions on arbitration, this Note shall be governed by and construed in
accordance with the laws of the State of Nevada.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest
in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender
all Borrower's right, title and interest in and to, Borrower's accounts with
Lender (whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh
accounts, and all trust accounts for which the grant of a security interest
would be prohibited by law. Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on this Note
against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested either orally or in writing by Borrower or by an
authorized person. Lender may, but need not, require that all oral requests be
confirmed in writing. All communications, instructions, or directions by
telephone or otherwise to Lender are to be directed to Lender's office shown
above. Borrower agrees to be liable for all sums either: (a) advanced in
accordance with the instructions of an authorized person or (b) credited to
any of Borrower's accounts with Lender. The unpaid principal balance owing on
this Note at any time may be evidenced by endorsements on this Note or by
Lender's internal records, including daily computer print-outs. Lender will
have no obligation to advance funds under this Note if: (a) Borrower or any
guarantor is in default under the terms of this Note or any agreement that
Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Note; (b) Borrower or any guarantor
ceases doing business or is insolvent; (c) any guarantor seeks, claims or
otherwise attempts to limit, modify or revoke such guarantor's guarantee of
this Note or any other loan with Lender; (d) Borrower has applied funds
provided pursuant to this Note for purposes other than those authorized by
Lender; or (e) Lender in good faith deems itself insecure under this Note or
any other agreement between Lender and Borrower.

ARBITRATION. Lender and Borrower agree that all disputes, claims and
controversies between them, whether individual, joint, or class in nature,
arising from this Note or otherwise, including without limitation contract
and tort disputes, shall be arbitrated pursuant to the Rules of the American
Arbitration Association, upon request of either party. No act to take or
dispose of any collateral securing this Note shall constitute a waiver of
this arbitration agreement or be prohibited by this arbitration agreement.
This includes, without limitation, obtaining injunctive relief or a
temporary restraining order; invoking a power of sale under any deed of trust
or mortgage; obtaining a writ of attachment or imposition of a receiver; or
exercising any rights relating to personal property, including taking or
disposing of such property with or without judicial process pursuant to
Article 9 of the Uniform Commercial Code. Any disputes, claims, or
controversies concerning the lawfulness or reasonableness of any act, or
exercise of any right, concerning any collateral securing this Note,
including any claim to rescind, reform, or otherwise modify any agreement
relating to the collateral securing this Note, shall also be arbitrated,
provided however that no arbitrator shall have the right or the power to
enjoin or restrain any act of any party. Judgment upon any award rendered by
any arbitrator may be entered in any court having jurisdiction. Nothing in
this Note shall preclude any party from seeking equitable relief from a court
of competent jurisdiction. The statute of limitations, estoppel, waiver,
laches, and similar doctrines which would otherwise be applicable in an
action brought by a party shall be applicable in any arbitration proceeding,
and the commencement of an arbitration proceeding shall be deemed the
commencement of an action for these purposes. The Federal Arbitration Act
shall apply to the construction, interpretation, and enforcement of this
arbitration provision.

LATE CHARGE. If a payment is 15 days or more past due, Borrower will be
charged a late charge of 5% of the delinquent payment.

YEAR 2000. Year 2000. Borrower has reviewed and assessed its business
operations and computer systems and applications to address the "year 2000
problem" (that is, that computer applications and equipment used by
Borrower, directly or indirectly through third parties, may be unable to
properly perform date-sensitive functions before, during and after January 1,
2000). Borrower reasonably believes that the year 2000 problem will not

<PAGE>

10-11-1999                      PROMISSORY NOTE                          PAGE 2
LOAN NO.                          (CONTINUED)
-------------------------------------------------------------------------------

result in a material adverse change in Borrower's business condition
(financial or otherwise), operations, properties or prospects or ability to
repay Lender. Borrower agrees that this representation will be true and
correct on and shall be deemed made by Borrower on each date Borrower
requests any advance under this Agreement or Note or delivers any information
to Lender. Borrower will promptly deliver to Lender such information
relating to this representation as Lender requests from time to time.

PRIOR NOTE. Promissory note from Borrower to Lender dated August 5, 1998 in
the principal amount of $4,000,000.00.

GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific
default provisions or rights of Lender shall not preclude Lender's right to
declare payment of this Note on its demand. Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing them.
Each Borrower understands and agrees that, with or without notice to
Borrower, Lender may with respect to any other Borrower (a) make one or more
additional secured or unsecured loans or otherwise extend additional credit;
(b) alter, compromise, renew, extend, accelerate, or otherwise change one or
more times the time for payment or other terms of any indebtedness, including
increases and decreases of the rate of interest on the indebtedness; (c)
exchange, enforce, waive, subordinate, fail or decide not to perfect, and
release any security, with or without the substitution of new collateral; (d)
apply such security and direct the order or manner of sale thereof, including
without limitation, any nonjudicial sale permitted by the terms of the
controlling security agreements, as Lender in its discretion may determine;
(e) release, substitute, agree not to sue, or deal with any one or more of
Borrower's sureties, endorsers, or other guarantors on any terms or in any
manner Lender may choose; and (f) determine how, when and what application of
payments and credits shall be made on any other indebtedness owing by such
other borrower. Borrower and any other person who signs, guarantees or
endorses this Note, to the extent allowed by law, waive presentment, demand
for payment, protest and notice of dishonor. Upon any change in the terms of
this Note, and unless otherwise expressly stated in writing, no party who
signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that
Lender may renew or extend (repeatedly and for any length of time) this loan,
or release any party or guarantor or collateral; or impair, fail to realize
upon or perfect Lender's security interest in the collateral; and take any
other action deemed necessary by Lender without the consent of or notice to
anyone. All such parties also agree that Lender may modify this loan without
the consent of or notice to anyone other than the party with whom the
modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
EACH BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A
COMPLETED COPY OF THE NOTE.

BORROWER:

PDS FINANCIAL CORPORATION

  /s/   [ILLEGIBLE]
----------------------------
  Authorized Officer


PDS FINANCIAL NEVADA, Co-Borrower

By:  /s/   [ILLEGIBLE]
   ----------------------------
   Authorized Officer


LENDER:
U.S. BANK NATIONAL ASSOCIATION

By:  /s/   [ILLEGIBLE]
   ----------------------------
   Authorized Officer