PROMISSORY NOTE

$300,000.00                                                     Date    12/27/95
                                                                Elko, Nevada

         FOR VALUE RECEIVED,  the  undersigned,  OASIS  INTERNATIONAL  HOTEL AND
CASINO IN  INCORPORATED,  a Nevada  corporation,  promise to pay to the order of
HOWARD  BERNSTEIN,  an  individual,  or wherever  payment may be demanded by the
holders  of this Note,  the  principal  sum of THREE  HUNDRED  THOUSAND  DOLLARS
($300,000.00),  with interest  thereon at the rate of eighteen percent (18%) per
annum,  from the 27th day of December,  1995,  until paid,  both  principal  and
interest payable in the following manner:

A monthly  interest only payment of $4,500.00 per month. The first payment shall
be due (30) days following the close of this transaction.  Said monthly payments
shall  continue  until  either  this note shall have been paid off, or two years
from the close of this transaction,  when all principal and any accrued interest
shall be due and payable.


         All payments  shall be in lawful money of the United States of America.
The makers  shall  have the right to pay all or any  portion of this Note at any
time, without any prepayment penalty.

         The makers, comakers,  endorsers,  guarantors and sureties, jointly and
severally,  waive  presentment,  protest  and  notice  of  dishonor,  and  waive
diligence  in  collecting,  and agree that this Note may be renewed or  extended
from time to time,  and that any security  herefor may be released or discharged
partially or in full and that additional comakers,  guarantors, and sureties may
become  parties  hereto,  without  notice to or the consent of any of them,  and
without affecting their liability hereon.





         If any default or  deficiency  be made in the payment of this Note,  or
any  portion  hereof;  or in the  performance  of the  Deed of  Trust,  or other
agreements, documents or instruments, or other lien or encumbrance which secures
the payment of this Note; or in the payment and performance of any other deed of
trust, mortgage,  security agreement or other lien or encumbrance or the note or
debt secured  thereby which security  affects all or any portion of the property
which  secures the payment of this Note;  and such default or  deficiency is not
cured and made good  within  sixty  (360)  sale days in the manner and after the
notice specified in NRS 107.080, as in effect on the date of this Note, then, at
the option of the  holder of this Note,  the  entire  unpaid  principle  balance
hereof,  together with all accrued interest and other sums payable hereunder and
under the terms of the security herefor shall become immediately due and payable
in full,  although  the time of maturity  expressed  in this Note shall not have
arrived.
                  
         The  maker  further  agrees to pay all  costs,  charges  and  expenses,
including  reasonable  attorney  fees,  incurred  by the  holder  of this  Note,
incident to the collection  hereof,  or any portion,  in the event of default of
deficiency  in the  payment  of this  Note,  or any  portion  hereof,  or in the
performance of the Deed of Trust or other security which secures it.
                  
         The  undersigned  officers  warrant and  represent  that they are fully
authorized  to make,  execute and deliver this Note in the name of and on behalf
of the undersigned corporation.
        
         A Deed of Trust secures the payment of this Note.
                                                  
                             OASIS INTERNATIONAL HOTEL AND CASINO, INCORPORATED,
                             a Nevada Corporation

                             By: /s/ Steven Christensen as President
                                 President

ATTEST:
/s/ Bonnie Jean Tippetts as Secretary
Secretary