FIRST AMENDMENT TO EXCLUSIVE SPACE LEASE AGREEMENT


     This First Amendment to Exclusive Space Lease Agreement("First 
Amendment") is entered into by and between SPEAKEASY GAMING OF LAS VEGAS, 
INC., a Nevada corporation ("SGLV"), and ROGER LYNN FULLER AND DEE CONNIE 
FULLER, dba DYNASTY GAMES DISTRIBUTING ("Dynasty") as of this ___ day of 
December, 1998.

                              R E C I T A L S :

     (A)  WHEREAS, SGLV and Dynasty entered into that certain Exclusive Space 
Lease Agreement dated August 25, 1998 (the "Lease"), which sets forth the 
terms and conditions of the lease of space by Dynasty from SGLV for the 
placement, operation, and servicing of gaming devices at the Location (as 
defined in the Lease); and

     (B)  WHEREAS, SGLV and Dynasty desire to amend the Lease to change 
certain provisions related to the payment of rent under the Lease on the 
terms and conditions set forth in this First Amendment.

     NOW, THEREFORE, the SGLV and Dynasty hereby agree as follows:

     1.   CAPITALIZED TERMS.  Capitalized terms not otherwise defined in this 
First Amendment shall have the meanings ascribed to them in the Lease.

     2.   CONFLICTING TERMS.  To the extent the provisions of this First 
Amendment conflict with any of the terms and conditions of the Lease, the 
provisions of this First Amendment shall control.  SGLV and Dynasty 
acknowledge and agree that, except as specifically modified hereby, each of 
the terms and conditions of the Lease shall remain in full force and effect 
and are enforceable in accordance with their respective terms.

     3.   SPACE LEASE PAYMENTS.  Section 6.01 of the Lease shall be amended 
to read in full as follows:



     "6.01  SPACE LEASE PAYMENTS.  Provided this Lease has not otherwise been 
terminated, the parties agree to negotiate in good faith and determine, no 
later than the last day of the fifth (5th) month of the Term unless mutually 
agreed otherwise, the amount of the space lease payments Dynasty shall pay 
SGLV, which payments shall be due and payable commencing on the first day of 
the seventh (7th) month of the Term and for the remainder of the Term."

     5.   PAYMENT.  Section 6.02 of the Lease shall be amended to read in 
full as follows:   

     "6.02  PAYMENT.  Dynasty shall not be required to pay space lease 
payments for the first six (6) months of the Term.  Thereafter, space lease 
payments, as determined in accordance with Section 6.01, shall be payable in 
advance on the first day of each calendar month.  For example, if the 
Commencement Date is September 1, 1998, Dynasty shall pay the first space 
lease payment on March 1, 1998.  All space lease payments, and all other 
amounts payable to SGLV by Dynasty pursuant to the provisions of this 
Agreement, shall be paid to SGLV without notice, demand, abatement, deduction 
or offset, in lawful money of the United States at the Location or to such 
other person or at such other place as SGLV may designate from time to time 
by written notice given to Dynasty.  No payment by Dynasty or receipt by SGLV 
of a lesser amount than the correct space lease payment due hereunder shall 
be deemed to be other than a payment on account; nor shall any endorsement or 
statement on any check or any letter accompanying any check or payment be 
deemed to effect or evidence an accord and satisfaction; and SGLV may accept 
such check or payment without prejudice to SGLV's right to recover the 
balance or pursue any other remedy in this Agreement or at law or in equity 
provided.

          Dynasty shall pay to SGLV all amounts due and owing under Section 
5.03 of this Agreement within seven (7) days of receiving an invoice from 
SGLV."

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of date written below. 


"SGLV"                             "Dynasty"

SPEAKEASY GAMING OF LAS VEGAS,
INC., a Nevada corporation


By: /s/ Bruce E. Dewing            By: /s/ Roger Lynn Fuller
    ---------------------------        ---------------------------
    Bruce E. Dewing                    Roger Lynn Fuller
    Vice President


Dated:                             Dated:
      -------------------------          -------------------------



                                   By: /s/ Dee Connie Fuller
                                       ---------------------------
                                       Dee Connie Fuller


                                   Dated:
                                         -------------------------


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