NEVADA STATE BANK

NEVADA STATE

BANK

$5,000,000

REVOLVING LINE AND

NOTE

MASTER REVOLVING LINE OF CREDIT
PROMISSORY NOTE

("This Note")

Las Vegas, Nevada
LINE OF CREDIT: $5,000,000.00 April 22, 1999

FOR VALUE RECEIVED, the undersigned PDS FINANCIAL CORPORATION, a
Minnesota corporation, and PDS FINANCIAL CORPORATION-NEVADA, a Nevada
corporation (hereinafter collectively "Borrower"), hereby promises to pay to
the order of NEVADA STATE BANK (hereinafter "Lender"), the aggregate
principal amount of all outstanding notes made by ▇▇▇▇▇▇▇▇ in favor of Lender
evidencing advances made hereunder ("Advance Note"), not to exceed at any one
time outstanding the aggregate principal amount of FIVE MILLION AND NO/100THS
DOLLARS ($5,000,000.00), in lawful money of the United States with interest
accruing on each Advance Note at a fixed rate of interest equal to 300 basis
points over the 3-year LIBOR Interest Rate on the date of execution of the
Advance Note. The LIBOR Interest Rate is an index which is determined and
announced by Lender to determine the interest rate charged. It is not the
lowest rate charged by ▇▇▇▇▇▇. The index is related to the London Interbank
Offered Rate but does not equal the London Interbank Offered Rate. The LIBOR
Interest Rate is not intended to serve any purpose or have any meaning other
than to provide an index to determine the interest rate to be paid by
Borrower.

This Note shall mature one (1) year from the date first above written
(unless extended by ▇▇▇▇▇▇), at which time no further advances under the line
of credit will be allowed. Each Advance Note made hereunder shall mature in
accordance with its own terms.

The term of each Advance Note shall not exceed the lesser of the term
of the Eligible Contract(s) (as that term is defined in the Security
Agreement of even date) which is (are) funded under and Advance Note, or 42
months. Principal and interest shall be payable monthly under each Advance
Note in accordance with its own terms.

This Note shall be a revolving line credit under which Borrower may
repeatedly draw (by way of Advance Notes) and repay funds, so long as no
default has occurred hereunder or under the Security Agreement or other
agreement providing collateral for this indebtedness; provided that the
aggregate principal balances of all Advance Notes outstanding at any one time
shall not exceed FIVE MILLION AND NO/100THS DOLLARS ($5,000,000.00). If at
any time prior to the maturity of this Note, this Note shall have a zero
balance owing, this Note shall not be deemed satisfied or terminated but
shall remain in full force and effect for future draws unless terminated upon
other grounds.

This Note is executed and delivered pursuant to a SECURITY AGREEMENT of
even date herewith between Lender and Borrower (the "Security
Agreement"), and repayment of this Note shall be secured by the Collateral
described in the Security Agreement.

EXHIBIT "A"

All references herein to certain defined terms shall refer to those
defined terms contained in the Security Agreement, which are incorporated into
this instrument by reference.

As additional security for this Note, ▇▇▇▇▇▇ has a lien on, a continuing
security interest in, and a right of setoff at any time without notice,
against all property and deposit accounts under the control of Lender which
belong to Borrower or any other party to this Note.

In the event that (i) any amount due under this Advance Note is reduced
to judgment, (ii) Borrower is ten (10) days late in making any payment
provided in an Advance Note, or (iii) an Event of Default as defined in the
Security Agreement, occurs, Borrower shall be considered in default if any of
the above are not cured within ten (10) days after the date of written notice
sent by Lender to Borrower at the address set forth herein notifying Borrower
of the default, after which time the total of the unpaid balance of principal
and the accrued unpaid interest (past due interest being compounded) shall
then begin accruing interest at the rate stated above, plus three percent
(3.00%) per annum (the "Default Rate"), until such time as all past due
payments and accrued interest are paid. At that time, the interest rate will
revert to the rate stated above. Borrower acknowledges that the effect of
this Default Rate provision could operate to compound some of the interest
obligations due, and Borrower hereby expressly assents to such compounding
should it occur.

Should the indebtedness represented by this Note, or any part hereof, be
collected at law, in equity, or in any bankruptcy, receivership or other
court proceeding, or this Note be placed in the hands of any attorney for
collection after default, ▇▇▇▇▇▇▇▇ agrees to pay, in addition to the
principal and interest due hereon, all reasonable attorney fees, plus all
other costs and expenses of collection and enforcement, including any fees
incurred in connection with such proceedings or collection of this Note
and/or enforcement of the Lender's rights with respect to the administration,
supervision, preservation or protection of, or realization upon, and property
security payment hereof.

The failure of Lender to act or to exercise any right or remedy shall
not in any way affect or impair the obligation of Borrower to Lender, or
constitute a waiver by Lender of, or otherwise affect any of, ▇▇▇▇▇▇'s rights
under this Note, under any endorsement or guaranty of this Note or under any
document or instrument evidencing any security for payment of this Note.

The invalidity or unenforceability of any one or more provisions of this
Note shall in no way affect the other provisions.

Borrower waives presentment, demand, protest and notice of nonpayment.

All titles used in this Note are intended solely for convenience and
reference; said titles shall not affect any terms, provisions, or meanings of
this Note.

The laws of the State of Nevada shall govern the validity, construction,
performance and effect of this Note.

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ARBITRATION DISCLOSURES:

1. ARBITRATION IS FINAL AND BINDING ON THE PARTIES AND SUBJECT TO ONLY
VERY LIMITED REVIEW BY A COURT.

2. IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN COURT,
INCLUDING THEIR RIGHT TO A JURY TRIAL.

3. DISCOVERY IN ARBITRATION IS MORE LIMITED THAN DISCOVERY IN COURT.

4. ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
REASONING IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION
OF ARBITRATORS' RULINGS IS VERY LIMITED.

5. A PANEL OF ARBITRATORS MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS
AFFILIATED WITH THE BANKING INDUSTRY.

6. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE
AMERICAN ARBITRATION ASSOCIATION.

a. Any claim or controversy ("Dispute") between or among the parties
and their assigns, including but not limited to Disputes arising out of
or relating to this agreement, this arbitration provision ("arbitration
clause"), or any related agreements or instruments relating hereto or
delivered in connection herewith ("Related Documents"), and including
but not limited to a Dispute based on or arising from an alleged tort,
shall at the request of any party be resolved by binding arbitration in
accordance with the applicable arbitration rules of the American
Arbitration Association (the "Administrator"). The provisions of this
arbitration clause shall survive any termination, amendment, or
expiration of this agreement or related Documents. The provisions of
this arbitration clause shall supersede any prior arbitration agreement
between or among the parties. If any provision of this arbitration
clause should be determined to be unenforceable, all other provisions of
this arbitration clause shall remain in full force and effect.

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the terms of this agreement, this arbitration clause or Related Documents,
including any claim or controversy regarding the arbitrability of any
Dispute. All limitations periods applicable to any Dispute or defense,
whether by statute or agreement, shall apply to any arbitration
proceeding hereunder and the arbitrator(s) shall have the authority to
decide whether any Dispute or defense is barred by a limitations period
and, if so, to summarily enter an award dismissing any Dispute or
defense on that basis. The doctrines of compulsory counterclaim, res
judicata, and collateral estoppel shall apply to any arbitration
proceeding hereunder so that a party must state as a counterclaim in the
arbitration proceeding any claim or controversy which arises out of the
transaction or occurrence that is the subject matter of the Dispute. The
arbitrator(s) may in the arbitrator(s)' discretion and at the request of
any party: (1) consolidate in a single arbitration proceeding any other
claim or controversy involving another party that is substantially
related to the Dispute where that other party is bound by an arbitration
clause with the Lender, such as borrowers, guarantors, sureties, and
owners of collateral; (2) consolidate in a single arbitration proceeding
any other claim or controversy that is substantially similar to the
Dispute; and (3) administer multiple arbitration claims or controversies
as class actions in accordance with the provisions of Rule 23 of the
Nevada Rules of Civil Procedure or Rule 23 of the Federal Rules of Civil
Procedure.

c. The arbitrator(s) shall be selected in accordance with the rules of
the Administrator from panels maintained by the Administrator. A single
arbitrator shall have expertise in the subject matter of the Dispute.
Where three arbitrators conduct an arbitration proceeding, the Dispute
shall be decided by a majority vote of the three arbitrators, at least
one of whom must have expertise in the subject matter of the Dispute and
at least one of whom must be a practicing attorney. The arbitrator(s)
shall award to the prevailing party recovery of all costs and fees
(including attorneys' fees and costs, arbitration administration fees and
costs, and arbitrator(s)' fees). The arbitrator(s), either during the
pendency of the arbitration proceeding or as part of the arbitration
award, also may grant provisional or ancillary remedies, including but
not limited to an award of injunctive relief, foreclosure,
sequestration, attachment, replevin, garnishment, or the appointment of
a receiver.

d. Judgment upon an arbitration award may be entered in any court
having jurisdiction, subject to the following limitation: the
arbitration award is binding upon the parties only if the amount does
not exceed Four Million Dollars ($4,000,000.00); if the award exceeds
that limit, either party may demand the right to a court trial. Such a
demand must be filed with the Administrator within thirty (30) days
following the date of the arbitration award; if such a demand is not
made within that time period, the amount of the arbitration award shall
be binding. The computation of the total amount of an arbitration award
shall include amounts awarded for attorneys' fees and costs, arbitration
administration fees and costs, and arbitrator(s)' fees.

e. No provision of this arbitration clause, nor the exercise of any
rights hereunder,

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shall limit the right of any party to: (1) judicially or non-judicially
foreclose against any real or personal property collateral or other
security; (2) exercise self-help remedies, including but not limited to
repossession and setoff rights; or (3) obtain from a court having
jurisdiction there over any provisional or ancillary remedies,
including but not limited to injunctive relief, foreclosure,
sequestration, attachment, replevin, garnishment, or the appointment of
a receiver. Such rights can be exercised at any time, before or during
initiation of an arbitration proceeding, except to the extent such
action is contrary to the arbitration award. The exercise of such rights
shall not constitute a waiver of the right to submit any Dispute to
arbitration, and any claim or controversy related to the exercise of
such rights shall be a Dispute to be resolved under the provisions of
this arbitration clause. Any party may initiate arbitration with the
Administrator; however, if any party initiates litigation and another
party disputes any allegation in that litigation, the disputing party -
upon the request of the initiating party - must file a demand for
arbitration with the Administrator and pay the Administrator's filing
fee. The parties may serve by mail a notice of an initial motion for an
order of arbitration.

f. Notwithstanding the applicability of any other law to this
agreement, the arbitration clause, or Related Documents between or among
the parties, the Federal Arbitration Act, 9 U.S.C. Section 1 ET SEQ.,
shall apply to the construction and interpretation of this arbitration
clause.

If there is a lawsuit, ▇▇▇▇▇▇▇▇ agrees upon ▇▇▇▇▇▇'s request to submit
to the jurisdiction of the courts of ▇▇▇▇▇ County, State of Nevada (INITIAL
HERE /s/ S). ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ hereby waive the right to any jury
trial in any action, proceeding, or counterclaim brought by either ▇▇▇▇▇▇ or
Borrower against the other.

IN WITNESS WHEREOF, this Note has been executed effective this date and
place above written.

"Borrower"

PDS FINANCIAL CORPORATION, PDS FINANCIAL CORPORATION-NEVADA,
a Minnesota corporation a Nevada corporation

By: /s/ ▇▇▇▇▇▇ ▇. Des Champs By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ Champs
------------------------------- ------------------------------

Its: Chief Financial Officer Its: Chief Financial Officer
------------------------------ -----------------------------

Borrowers' Address:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇

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SECURITY AGREEMENT

THIS SECURITY AGREEMENT is made and entered into this 22 day of April,
1999, by and between PDS FINANCIAL CORPORATION, a Minnesota corporation, and
PDS FINANCIAL CORPORATION-NEVADA, a Nevada corporation (collectively
"Grantor"), and NEVADA STATE BANK, a Nevada corporation ("Lender").

RECITALS

WHEREAS, Grantor has applied to Lender for a revolving line of credit
loan (the "Loan") in the principal amount of FIVE MILLION AND NO/100THS
DOLLARS ($5,000,000.00) as provided for in the Master Revolving Line of
Credit Promissory Note, a copy of which is attached hereto and incorporated
herein as Exhibit "A"; and

WHEREAS, ▇▇▇▇▇▇ has determined to make the Loan upon the terms and
conditions set forth below;

NOW THEREFORE, in accordance with the above recitals and for other good
and valuable consideration, receipt of which is hereby acknowledged, Grantor
hereby grants to Lender a security interest in the Collateral (as described
below) to secure the Indebtedness (as defined below), and agrees that Lender
shall have the rights stated in this Agreement with respect to the
Collateral, in addition to all other rights which Lender may have by law.

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

1.01 ACCEPTED ELIGIBLE CONTRACT. The words "Accepted Eligible
Contract" mean an Eligible Contract presented by Grantor to Lender,
which meets the Lender's review criteria (as required by Exhibit B), and
is approved and accepted by Lender for funding.

1.02 AGREEMENT. The word "Agreement" means this Security Agreement,
as may be modified in writing from time to time, evidencing, governing,
representing, or creating a Security Interest.

1.03 BORROWER. The word "Borrower" means, collectively, PDS FINANCIAL
CORPORATION, a Minnesota corporation and PDS FINANCIAL
CORPORATION-NEVADA, a Nevada corporation, and their successors, assigns,
and transferees.

1.04 COLLATERAL. The word "Collateral" means all the following
described property of Grantor and the proceeds therefrom whether now
owned or hereafter acquired, and wherever located:

a. CHATTEL PAPER. "Chattel paper" means all writings which
evidence both a monetary obligation and a security interest in or
a lease of specific goods related to an Accepted Eligible
Contract. When a transaction is evidenced by both a security
agreement or a lease and by an instrument or a series of
instruments, the group of writings taken together constitutes
chattel paper.

b. CONTRACT RIGHTS. "Contract rights" means all of the Grantor's
rights to payment under an Accepted Eligible Contract, whether
not yet earned by performance, and not evidenced by an instrument
or chattel paper.

c. DEPOSIT ACCOUNTS. "Deposit account" means all of Grantor's
demand, time, savings, passbook or like account maintained with
the Lender, if any.

d. EQUIPMENT. "Equipment" means that equipment, or equipment
in which Grantor has rights, wherever located, including, without
limitation, gaming devices, tables, and all other machinery,
furniture, furnishings, leasehold improvements, fixtures, motor
vehicles, forklifts, stock, dyes and tools related solely to an
Accepted Eligible Contract.

e. FIXTURES. "Fixtures" means all of Grantor's good which have
been so annexed to land that it is regarded as part of the land
related solely to an Accepted Eligible Contract.

f. FURNITURE. "Furniture" means all of Grantor's property that
furnishes or is supplied to a room, office, place of business, or
public building or the like, to make it habitable, convenient or
agreeable related solely to an Accepted Eligible Contract.

g. GENERAL INTANGIBLES. "General Intangibles" means all general
intangibles of Grantor, including, but not limited to, all
copyrights, royalties, trademarks, trade names, service marks,
patent and proprietary marks, customer lists, goodwill,
blueprints, drawings, designs, trade secrets, plans, diagrams,
schematics, assembly and display materials relating thereto,
contract rights, income tax refunds, chooses in action, and any
other personal property other than goods, accounts, chattel
paper, documents, instruments, and money related solely to an
Accepted Eligible Contract.

h. GOODS. "Goods" means all of Grantor's tangible personal
property that is movable at the time the security interest
attaches or that is a fixture, whether now owned or hereafter
acquired, but does not include money, documents, instruments,
accounts, chattel paper, general intangibles, or minerals or the
like related solely to an Accepted Eligible Contract.

i. INSTRUMENT. "Instrument" means all of Grantor's negotiable
instruments or

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certified securities or any other writings which evidence a right
to payment of money and is not itself a security agreement or
lease and is of a type which is in the ordinary course of
business transferred by delivery with any necessary endorsement
or assignment related solely to an Accepted Eligible Contract.

j. PROCEEDS. The word "Proceeds" includes all the following,
whether now owned by Grantor or hereafter acquired, whether now
existing or hereafter arising, and wherever located related to an
Accepted Eligible Contract:

(1) All attachments, accessions, tools, parts, supplies,
increases and additions to and all replacements of and
substitutions for any property described in this section 1.04.

(2) All products and produce of any of the property described
in this section 1.04.

(3) All accounts, contract rights, general intangibles,
instruments, monies payments and all other rights, arising
out of a sale, lease or other disposition of any of the
property described in this section 1.04.

(4) All proceeds (including insurance proceeds) from the sale,
destruction, loss, or other disposition of any of the
property described in this section 1.04.

(5) All records and data relating to any of the property
described in this Collateral section, whether in the form
of a writing, photograph, microfilm, microfiche, or
electronic media, together with all of Grantor's right,
title and interest in and to all computer software required
to utilize, create, and process any such records or data on
electronic media.

1.05 ELIGIBLE CONTRACT. The words "Eligible Contract" shall mean a
contract evidencing debt or lease payment obligations by ▇▇▇▇▇▇▇'s
obligor in favor of Grantor and pledged as collateral which meets the
criteria described in Exhibit "B", attached hereto and incorporated
herein, and shall include any substitute, replacement or refinancing
contract or contracts thereof.

1.06 EVENT OF DEFAULT. The term "Event of Default" means and includes
any of the Events of Default set forth below in section 9 of this
Agreement entitled "Event of Default."

1.07 GRANTOR. The word "Grantor" collectively means PDS FINANCIAL
CORPORATION, a Minnesota corporation, and PDS FINANCIAL
CORPORATION-NEVADA, a Nevada corporation, their successors, assigns and
transferees.

1.08 INDEBTEDNESS. The word "Indebtedness" is used in its most
comprehensive sense and means and includes all indebtedness, liabilities
and obligations of Borrower to Lender,

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including, without limiting the generality of the foregoing, any
indebtedness, liability or obligation of Borrower to Lender under any
loan made to Borrower by Lender prior to the date hereof and any and all
extensions or renewals thereof in whole or in part; any indebtedness,
liability or obligation of Borrower by Lender prior to the date hereof
and any and all extensions or renewals thereof in whole or in part; any
indebtedness, liability or obligation of Borrower to Lender arising
hereunder or as a result hereof, whether evidenced by the Promissory
Note, or any other promissory note given by Borrower to Lender, or
otherwise, and any and all extensions or renewals thereof in whole or in
part; any indebtedness, liability or obligation of Borrower to Lender
under any later or future advances or loans made by Lender to Borrower,
and any and all extensions or renewals thereof in whole or in part; any
and all present and future indebtedness of Borrower to other creditors
which is purchased by Lender from such other creditors; and any and all
future or additional indebtedness, liabilities or obligations of
Borrower to Lender whatsoever and in any event, whether existing as of
the date hereof or hereafter arising, whether arising under a loan,
lease, credit card arrangement, line of credit, letter of credit or
other type of financing, whether direct, indirect, absolute or
contingent, voluntary or involuntary, liquidated or unliquidated,
determined or undetermined, as maker, endorser, guarantor, surety or
otherwise, and whether evidenced by, arising out of or relating to, a
promissory note, bill of exchange, check, draft, bond, letter of credit,
guaranty agreement, bankers's acceptance, foreign exchange contract,
commitment fee, service charge or otherwise; whether recovery of the
indebtedness may be or may become barred or unenforceable against
Borrower for any reason whatsoever; and whether the indebtedness arises
from transactions which may be voidable on account of infancy, insanity,
ultra ▇▇▇▇▇, or otherwise.

1.09 LENDER. The word "Lender" means Nevada State Bank, a Nevada
corporation its successors and assigns.

1.10 PROMISSORY NOTE. The words "Promissory Note" mean the Master
Revolving Line of Credit Promissory Note of even date herewith in the
principal amount of $5,000,000.00 given by Grantor to Lender.

1.11 PERMITTED LIENS. The words "Permitted Liens" mean: (a) liens and
security interests securing indebtedness owed by Grantor 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.

1.12 RELATED DOCUMENTS. The words "Related Documents" mean and include
without limitation the Promissory Note, all other promissory notes,
including Advance Notes as defined under the Promissory Note, credit
agreements, loan agreements, guaranties, security agreements, mortgages,
deeds of trust, assignments, pledges and all other instruments and
documents, whether now or hereafter existing, executed in connection
with Grantor's Indebtedness to Lender.

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1.13 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 liens, 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.

2. RIGHT OF SETOFF. Grantor hereby grants Lender a contractual possessory
Security Interest in and hereby assigns, conveys, delivers, pledges, and
transfers all of Grantor's right, title and interest in and to Grantor's
deposit accounts with Lender (whether checking, savings, or some other
account), including all accounts held jointly with someone else and all
accounts Grantor may open in the future, excluding however all IRA, ▇▇▇▇▇,
and trust accounts. Grantor authorizes ▇▇▇▇▇▇, to the extent permitted by
applicable law, to charge or setoff all Indebtedness against any and all such
accounts.

3. OBLIGATIONS, REPRESENTATIONS, WARRANTIES AND WAIVERS OF GRANTOR. Grantor
covenants, represents, warrants and makes the following waivers to Lender as
follows:

3.01 ORGANIZATION. Grantors are both corporations authorized to do
business in the State of Nevada.

3.02 AUTHORIZATION. The execution, delivery, and performance of this
Agreement by Grantor is duly authorized by all necessary action by
Grantor and do not conflict with, result in a violation of, or
constitute a default under: (a) any provision of any organizational
document from Grantor or any other agreement or other instrument binding
upon Grantor; or (b) any law, governmental regulation, court decree, or
order applicable to Grantor.

3.03 PERFECTION OF SECURITY INTEREST. Grantor acknowledges that ▇▇▇▇▇▇
has a valid and perfected Security Interest in the Collateral, and
further agrees to execute such additional financing statement and
continuations of financing statements and to take whatever other actions
are required by Lender to perfect and continue perfection of Lender's
Security Interest in the Collateral. Upon request of ▇▇▇▇▇▇, Grantor
will deliver to Lender any and all of the documents evidencing or
constituting the Collateral, and Grantor will note ▇▇▇▇▇▇'s interest
upon any and all titles for titled property and chattel paper if not
delivered to Lender for possession by ▇▇▇▇▇▇. Grantor hereby appoints
▇▇▇▇▇▇ as its irrevocable attorney-in-fact for the purpose of executing
any documents necessary to perfect or to continue the Security Interest
granted in this Agreement. Lender may at any time, and without further
authorization from Grantor, file a carbon, photographic or other
reproduction of any financing statement or of this Agreement for use as
a financing statement. Grantor will reimburse Lender for all expenses
for the perfection and the continuation of the perfection of ▇▇▇▇▇▇'s
Security Interest in the Collateral. Grantor promptly will notify
Lender of any change in Grantor's name or address, and any change to the
assumed business

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name or names of ▇▇▇▇▇▇▇.

3.04 ENFORCEABILITY OF COLLATERAL. To the extent the Collateral
consists of contract rights, chattel paper, or general intangibles,
Grantor represents that the Collateral is enforceable in accordance with
its terms, is genuine, and complies with applicable laws concerning
form, content and manner of preparation and execution, and all persons
appearing to be obligated on the Collateral have authority and capacity
to contract and are in fact obligated as they appear to be on the
Collateral.

3.05 LOCATION OF GRANTOR'S OFFICES AND RECORDS. Grantor's place of
business, or ▇▇▇▇▇▇▇'s chief executive office, if Grantor has more than
one place of business, is located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇. Unless Grantor has designated otherwise in writing this
location is also the office or offices where Grantor keeps its records
concerning the Collateral.

3.06 REMOVAL OF COLLATERAL. Grantor shall keep the Collateral (or to
the extent the Collateral consists of intangible property such as
contract rights or general intangibles, the records concerning the
Collateral) at Grantor's address shown above, or at such other locations
as are disclosed to and acceptable to Lender. The acceptance of an
Eligible Contract shall constitute disclosure and acceptance by ▇▇▇▇▇▇.
Except in the ordinary course of its business, Grantor shall not remove
the Collateral or records from its existing locations without the prior
written consent of Lender.

3.07 TRANSACTIONS INVOLVING COLLATERAL. Grantor shall not sell, offer
to sell, or otherwise transfer or dispose of the Collateral. Grantor
shall not pledge, mortgage, encumber or otherwise permit the Collateral
to be subject to any lien, security interest, encumbrance, or charge,
other than the Security Interest provided for in this Agreement, without
the prior written consent of Lender. This includes security interests
even if junior in right to the Security Interests granted under this
Agreement. Unless waived by ▇▇▇▇▇▇, all proceeds from any disposition
of the Collateral (for whatever reason) shall be held in trust for
Lender and shall not be commingled with any other funds; provided,
however, this requirement shall not constitute consent by Lender to any
sale or other disposition. Upon receipt, Grantor shall immediately
deliver any such proceeds to Lender.

3.08 TITLE. Grantor represents and warrants to Lender that it holds
good and marketable title to the Collateral. No financing statement
covering any of the Collateral is on file in any public office other
than those which reflect the security interest created by this
Agreement. Grantor acknowledges that ▇▇▇▇▇▇ has a first priority
perfected Security Interest in the Collateral, and Grantor shall defend
▇▇▇▇▇▇'s rights in the Collateral against the claims and demands of all
other persons or entities.

3.09 COLLATERAL SCHEDULES AND LOCATIONS. Insofar as the Collateral
consists of equipment, Grantor shall deliver to Lender at least
annually, or more often as Lender shall otherwise require, such lists,
descriptions, and designations of such Collateral as Lender may require
to identify the nature, extent, and location of such Collateral. Such
information shall be submitted for Grantor and each of its subsidiaries
or related companies.

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3.10 INSPECTION OF RECORDS; MAINTENANCE AND INSPECTION OF COLLATERAL.
Grantor shall use its best efforts to ensure that all tangible Collateral
remains in good condition and repair. Grantor will not commit or permit
damage to or destruction of the Collateral or any part of the Collateral.
Lender and its designated representatives and agents shall have the
right at all reasonable times to examine, inspect, audit, ▇▇▇▇▇▇▇'s
books, accounts, records, and Collateral subject to the terms and
conditions of the documents between Grantor and its obligor, and, if
Lender deems it necessary, repair and maintain the Collateral wherever
located. Grantor shall immediately notify Lender of all cases involving
the return, rejection, repossession, loss or damage of or to any
Collateral; of any request for credit or adjustment or of any other
dispute arising with respect to the Collateral; and generally of all
happenings and events affecting the Collateral or the value or the
amount of the Collateral. Borrower shall reimburse Lender upon demand
for any sums expended by Lender to repair or maintain the Collateral.
All information received by Lender under this Section shall be held
confidential.

3.11 TAXES, ASSESSMENTS AND LIENS. Grantor shall pay when due all of
its local, state and federal taxes, and any other taxes, assessments and
liens upon the Collateral, its use or operation, upon this Agreement,
upon any promissory note or notes evidencing the Indebtedness, or upon
any of the other Related Documents. Grantor may withhold any such
payment or may elect to contest any lien if Grantor is in good faith
conducting an appropriate proceeding to contest the obligation to pay
and so long as ▇▇▇▇▇▇'s interest in the Collateral is not jeopardized in
▇▇▇▇▇▇'s sole opinion. If the Collateral is subjected to a lien which is
not discharged within fifteen (15) days, Grantor shall deposit with
Lender cash, a sufficient corporate surety bond or other security
satisfactory to Lender in an amount adequate to provide for the
discharge of the lien plus any interests, costs, attorneys' fees or
other charges that could accrue. In any contest Grantor shall defend
itself and ▇▇▇▇▇▇ and shall satisfy any final adverse judgment before
enforcement against the Collateral. Grantor shall name ▇▇▇▇▇▇ as an
additional obligee under any surety bond furnished in the contest
proceedings.

3.12 COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Grantor shall comply
promptly with all laws, ordinances and regulations of all governmental
authorities applicable to the production, disposition, or use of the
Collateral. Grantor may contest in good faith any such law, ordinance or
regulation and withhold compliance during any proceeding, including
appropriate appeals, so long as ▇▇▇▇▇▇'s interest in the Collateral, in
▇▇▇▇▇▇'s opinion, is not jeopardized.

3.13 HAZARDOUS SUBSTANCES. Grantor represents and warrants that the
Collateral never has been, and never will be so long as this Agreement
remains a lien on the Collateral, used for the generation, manufacture,
storage, treatment, disposal, release or threatened release of any
hazardous waste or substance, as those terms are defined in the
Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the
Superfund Amendments and Reauthorization Act of 1986, Publ. L. No.
99-499 ("▇▇▇▇"), the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, et seq., the Resource Conservation and Recovery Act, 49
U.S.C.

-7-

Section 6901, et seq., the Underground Storage Tanks Act, 42 U.S.C.
Section 6991, et seq., or other applicable state or Federal laws, rules,
or regulations adopted pursuant to any of the foregoing. The
representations and warranties contained herein are based on Grantor's
due diligence in investigating the Collateral for hazardous waste.
Grantor hereby (a) releases and waives any future claims against ▇▇▇▇▇▇
for indemnity or contribution in the event Grantor becomes liable for
cleanup or other costs under any such laws, and (b) agrees to indemnify
and hold harmless Lender against any and all claims and losses resulting
from a breach of this provision of this Agreement. This obligation to
indemnify shall survive the payment of the Indebtedness and the
satisfaction of this Agreement.

3.14 MAINTENANCE OF CASUALTY INSURANCE. Grantor shall use its best
efforts to ensure that all risks insurance is procured and maintained,
including without limitation fire, theft and liability coverage together
with such other insurance as Lender may require with respect to the
Collateral, in form, amounts, coverages and basis reasonably acceptable
to Lender and issued by a company or companies reasonably acceptable to
Lender. Grantor will use its best efforts to deliver to Lender the
policies or certificates of insurance in form satisfactory to Lender,
including stipulations that coverages will not be canceled or diminished
without at least ten (10) days' prior written notice to Lender. In
connection with all policies covering the Collateral and other assets in
which Lender holds or is offered a security interest for the
Indebtedness, Grantor will provide Lender with such loss payable, or
additional insured status, or other endorsements as Lender may require.
If Grantor at any time fails to obtain or maintain any insurance as
required under this Agreement, Lender may (but shall not be obligated
to) obtain such insurance as Lender deems appropriate, including if it
so chooses "single interest insurance," which will cover only ▇▇▇▇▇▇'s
interest in the Collateral. Grantor shall pay Lender for the costs of
such insurance as provided in section 5 of this Agreement.

3.15 APPLICATION OF INSURANCE PROCEEDS. Grantor shall promptly notify
Lender of any loss or damage to the Collateral. Lender may make proof of
loss if Grantor fails to do so within fifteen (15) days of the casualty.
All proceeds of any insurance on the Collateral, including accrued
proceeds thereon, shall be held by Lender as part of the Collateral. If
Lender consents to repair or replacement of the damaged or destroyed
Collateral, Lender shall, upon satisfactory proof of expenditure, pay or
reimburse Grantor from the proceeds for the reasonable cost of repair or
restoration. If Lender does not consent to repair or replacement of the
Collateral, Lender shall retain a sufficient amount of the proceeds to
pay all of the Indebtedness, and shall pay the balance to Grantor. Any
proceeds which have not been disbursed within six (6) months after their
receipt and which Grantor has not committed to the repair or restoration
of the Collateral shall be used to prepay the Indebtedness.

3.16 JUDGMENT LIENS. No judgment liens have been filed against Grantor.

3.17 TAX LIENS. No tax liens have been filed against Grantor.

3.18 INSOLVENCY. After giving effect to the execution and delivery of
this Agreement and/or any Related Documents, Grantor will not be
"insolvent" as such term is defined in

-8-

the Bankruptcy Code, 11 U.S.C. 101 et seq., any successor provision, or
any state or local law.

Grantor will not be left with unreasonably small capital and Grantor
will not be unable to pay its debts generally as such debts become due.

3.19 CHANGE OF PRINCIPAL PLACE OF BUSINESS, NAME, IDENTITY OR STRUCTURE.
Grantor will not move its executive office or change its name, identity
or its structure without first notifying Lender in writing at least
thirty (30) days prior thereto. Grantor will, if requested to do so by
▇▇▇▇▇▇, execute any and all documents to make this Agreement and any
and all Related Documents binding upon Grantor when operating under the
new name, identity or structure.

3.20 FINANCIAL INFORMATION. Grantor shall provide Lender with such tax
returns, financial statements, and financial reports as may be
reasonably requested by ▇▇▇▇▇▇. Such financial reports shall include,
but not necessarily be limited to the annual 10K, quarterly 10Q's,
monthly borrowing base certificates and supporting schedules, and
evidence of insurance by the obligor's or the lessees on the underlying
equipment under the Eligible Contract.

3.21 FINANCIAL PRIVACY. Grantor waives any privacy rights he may have
to ▇▇▇▇▇▇'s files on Grantor. Grantor authorizes ▇▇▇▇▇▇ to disclose any
documents contained in its files on Grantor at ▇▇▇▇▇▇'s sole discretion.
All information received by ▇▇▇▇▇▇ under this Section shall be held
confidential, unless ▇▇▇▇▇▇ is compelled by law to disclose any of the
information from ▇▇▇▇▇▇'s files on Grantor.

3.22 USE OF PROCEEDS. Grantor covenants and agrees to use the proceeds
of each advance under the Loan, as evidenced by a separate Advance Note,
solely for financing contracts with certain casino operators for the
purchase or lease of Collateral as defined herein.

3.23 PAYMENT OF TAXES; CONDUCT OF BUSINESS. Grantor shall pay all
taxes when due and conduct and maintain business in accordance with all
applicable federal and state laws and regulations, including all
licenses and filing of reports required under the Nevada Gaming
Commission.

3.24 SENIOR DEBT. The nature of the Loan shall be considered "senior
debt", which is defined to mean a secured borrowing from a financial
institution and shall be considered pari passu with other senior debt.

3.25 LIEN PRIORITY. Unless otherwise previously disclosed to Lender in
writing, ▇▇▇▇▇▇▇▇ 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 securing
repayment of Borrower's Loan and Promissory 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.

3.26 FINANCIAL COVENANTS. The following financial covenants shall
apply to Grantor

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during the term of the Loan:

3.26.1 MINIMUM TANGIBLE NET WORTH (TOTAL STOCKHOLDER'S EQUITY LESS
INTANGIBLE ASSETS PER GAAP): $8,000,000.00 as of December 31,
1999, and thereafter.

3.26.2 FIXED CHARGES COVERAGE RATIO: 2.00 as of December 31, 1999,
and thereafter. Calculated Earnings Before Interest, Taxes,
Depreciation and Amortization divided by Fixed Charges.
(Fixed Charges to include interest expense; subordinated debt
principal payments and taxes paid).

3.26.3 LEVERAGE RATIO NOT TO EXCEED 7:1. LEVERAGE RATIO IS DEFINED
AS: Total Debt (Total Liabilities less subordinated debt;
non-recourse debt; deferred funds) Divided By Tangible Net
Worth (Total Stockholders Equity less Intangible Assets per
GAAP) as of December 31, 1999 and thereafter.

3.27 YEAR 2000 COMPLIANCE. "Year 2000 compliant" means, with regard to
any entity, that all material software utilized by such entity is able
to fully function without causing any error to such entity's
date-sensitive data. "Providers" means the key suppliers, vendors, and
customers of Grantor whose business failure would, with reasonable
probability, result in a material adverse change in the financial
condition or prospects of Grantor.

Grantor has or will soon have (i) undertaken a detailed assessment
of all areas within its business and operations that could be adversely
affected by the failure of Grantor to be Year 2000 compliant, (ii)
developed and implemented a detailed plan for becoming Year 2000
compliant on a timely basis, and (iii) made written inquiry of each of
its Providers as to whether the Providers will be Year 2000 compliant
in all material respects. Grantor reasonably anticipates that it and
the Providers will be Year 2000 compliant on a timely basis. Grantor
will promptly advise Lender in writing upon the occurrence of any of
the following: (i) Grantor determines or Grantor is advised by its
accountants, financial adviser, consultants, or auditors or any Provider
that it or any Provider will not be Year 2000 compliant on a timely
basis or (ii) Grantor or any Provider experiences data or data processing
problems due to failure to be Year 2000 compliant.

3.28 GRANTOR'S UNDERSTANDING WITH RESPECT TO OBLIGATIONS,
REPRESENTATIONS, WARRANTIES AND WAIVERS. Grantor hereby acknowledges
that it made the above obligations, representations, warranties and
waivers to Lender in order to induce Lender to loan money to Borrower.
Grantor further acknowledges that ▇▇▇▇▇▇ has relied upon those
obligations, representations, warranties and waivers and acknowledges
that ▇▇▇▇▇▇ would not have loaned any sum of money to Borrower in the
absence of those obligations, representations, warranties and waivers.

4. LOAN ADVANCES. Loan Advances under the Loan shall be made in the
following manner:

4.01 ADVANCE NOTES. Each Loan Advance shall be evidenced by a separate
non-revolving

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note ("Advance Note") drawn under the Master Revolving Promissory Note.
The principal amount of each Advance Note shall be determined by taking
ninety percent (90%) of the value of the equipment securing the Eligible
Contracts. There shall be a minimum of $250,000.00 for each Advance
Note. No more than five (5) Eligible Contracts with a minimum balance of
$50,000.00 each shall be aggregated under any one (1) Advance Note. No
more than ten percent (10%) of the collateral securing the Eligible
Contracts which are aggregated for funding under one (1) Advance Note,
shall consist of non-gaming devices at the time of funding. The term of
each Advance Note shall not exceed the terms of the Eligible Contracts
being funded under the Advance Note, or 42 months, which ever is less.
Payments under each Advance Note shall be made by monthly principal and
interest payments, fully amortized over the term of the Advance Note,
based upon a fixed interest rate equal to the 3-year LIBOR rate at the
time of execution of the Advance Note, plus 300 basis points.

4.02 CESSATION OF ADVANCES. If Lender has made any commitment to make
any Loan to Grantor, 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) Grantor is in default under the terms of
this Agreement or any of the Related Documents or any other agreement
that Grantor has with Lender; (b) Grantor becomes insolvent, files a
petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; or (c) there occurs a material adverse change in Grantor's
financial condition, or in the value of any Collateral securing the Loan.

5. BORROWING AND REPAYMENT. Grantor may, from time to time during the term
of the Promissory Note, borrow or partially or wholly repay its outstanding
borrowing in the amount of FIVE MILLION AND NO/100THS DOLLARS
($5,000,000.00), or integral multiples thereof, and re-borrow, subject to all
of the limitations, terms and conditions contained herein, provided that the
total outstanding borrowing hereunder at any one time, as represented by the
aggregate principal amount of all Advance Notes outstanding, shall at no time
exceed FIVE MILLION AND NO/100THS DOLLARS ($5,000,000.00).

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

(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 1986, 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

-11-

because of their ownership of shares of stock of Borrower; (d) purchase
or retire any of Borrower's outstanding shares or alter or amend
Borrower's capital structure; (e) encumber any of the Collateral under
the Loan, except for ▇▇▇▇▇▇'s encumbrance; or (f) allow any Event of
Default to continue past any cure period provided for herein.

7. ▇▇▇▇▇▇▇'S RIGHT TO POSSESSION. Until default, Grantor may have possession
of the tangible personal property and beneficial use of all the Collateral
and may use it in any lawful manner not inconsistent with this Agreement or
the Related Documents, provided that Grantor's right to possession and
beneficial use shall not apply to any Collateral where possession of the
Collateral by Lender is required by law to perfect Lender's security interest
in such Collateral. If Lender at any time has possession of any Collateral,
whether before or after an Event of Default, Lender shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral
if Lender takes such action for that purpose as Grantor shall request or as
Lender, in ▇▇▇▇▇▇'s sole discretion, shall deem appropriate under the
circumstances, but failure to honor any request by Grantor shall not of
itself be deemed to be a failure to exercise reasonable care. Grantor shall
hold Lender harmless for any depreciation in the Collateral caused by
fluctuations in the market for that Collateral. Lender shall not be required
to take any steps necessary to preserve any rights in the Collateral against
prior parties, nor to protect, preserve or maintain any Security Interest
given to secure the Collateral.

8. EXPENDITURES BY ▇▇▇▇▇▇. If not discharged or paid when due, Lender may
but shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without
limitation, all insurance premiums, taxes, liens, security interests,
encumbrances, and other claims, at any time levied or placed on the
Collateral. Lender also may (but shall not be obligated to) pay all costs for
insuring, maintaining and preserving the Collateral. All such expenditures
incurred or paid by Lender for such purposes will then bear interest at the
highest rate charged under the Related Documents evidencing the Indebtedness
from the date incurred or paid by ▇▇▇▇▇▇ to the date of repayment by Grantor.
All such expenses shall become a part of the Indebtedness and, at ▇▇▇▇▇▇'s
option, will:

a. be payable on demand; or

b. be added to the balance of the Indebtedness and be payable with any
installment payments due under the Indebtedness to become due during the
term of any applicable insurance policy; or

c. be treated as a balloon payment which will be due and payable at the
maturity of the applicable Related Document for the Indebtedness.

This Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which ▇▇▇▇▇▇ may be
entitled upon the occurrence of an Event of Default.

9. EVENT OF DEFAULT. Occurrence of any of the following events shall be an
"Event of Default" under this Agreement:

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9.01 DEFAULT ON INDEBTEDNESS. Failure of Grantor to make any payment
when due on the Indebtedness.

9.02 OTHER DEFAULTS. Failure of Grantor to comply with or to perform
any term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents.

9.03 FALSE STATEMENTS. Any warranty, representation or statement made
or furnished to Lender by or on behalf of Grantor under this Agreement
is false or misleading in any material respect, either now or at the
time made or furnished.

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

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

9.06. CREDITOR PROCEEDINGS. Commencement of foreclosure, whether by
judicial proceeding, self-help repossession or any other method, by any
creditor of Grantor against the Collateral or any other collateral
securing the Indebtedness. This includes a garnishment of any of
Grantor's deposit accounts with ▇▇▇▇▇▇. However, except for garnishment
of accounts, this Event of Default shall not apply if there is a good
faith dispute by Grantor as to the validity or reasonableness of the
claim which is the basis of the creditor proceeding and if Grantor
gives ▇▇▇▇▇▇ written notice of the creditor proceeding and deposits with
Lender monies or a security bond for the creditor proceeding, in an
amount determined by Lender, in its sole discretion, as being an
adequate reserve or bond for the dispute.

9.07. LOSS, REVOCATION OR SUSPENSION OF LICENSE. The loss, lapse,
revocation, condition, suspension or any other adverse or negative
action taken against Grantor or against any gaming, liquor, business or
other license issued by any governmental body or entity to Grantor.

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

9.09. TITLE TO COLLATERAL. The acquisition at any time of title to
the whole, or any part of, the Collateral which is Security for the
Promissory Note, by any person, partnership, limited liability company,
or corporation other than Borrower.

10. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under
this Agreement, at any time thereafter, Lender shall have all the rights of a
secured party under the

-13-

Nevada Uniform Commercial Code or any successor law. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

10.01. ACCELERATE INDEBTEDNESS. ▇▇▇▇▇▇ may declare the entire
Indebtedness immediately due and payable, without notice.

10.02. ASSEMBLE COLLATERAL. Lender may require Grantor to deliver to
Lender all or any portion of the Collateral and any and all certificates
of title and other documents relating to the Collateral. Lender may
require Grantor to assemble the Collateral and make it available to
Lender at a place to be designated by Lender. ▇▇▇▇▇▇ also shall have
full power to enter upon the property of Grantor to take possession of
and remove the Collateral. If the collateral contains other goods not
covered by this Agreement at the time of repossession, Grantor agrees
Lender may take such other goods, provided that ▇▇▇▇▇▇ makes reasonable
efforts to return them to Grantor after repossession.

10.03. SELL THE COLLATERAL. Lender shall have full power to sell,
lease, transfer, or otherwise deal with the Collateral or proceeds
thereof in its own name or that of Grantor. Lender may sell the
Collateral at public auction or private sale. Unless the Collateral
threatens to decline speedily in value or is of a type customarily sold
on a recognized market, Lender will give Grantor reasonable notice of
the time after which any private sale or any other intended disposition
of the Collateral is to be made. The requirements of reasonable notice
shall be met if such notice is given at least ten (10) days before the
time of the sale of disposition. All expenses relating to the
disposition of the Collateral, including without limitation the expenses
of retaking, holding, insuring, preparing for sale and selling the
Collateral, shall become a part of the Indebtedness secured by this
Agreement and shall be payable on demand, with interest at the agreed
upon rate in the applicable Related Document from date of expenditures
until repaid.

10.04. APPOINT RECEIVER. To the extent permitted by applicable law,
▇▇▇▇▇▇ shall have the following rights and remedies regarding the
appointment of a receiver: (a) ▇▇▇▇▇▇ may have a receiver appointed as a
matter of right; (b) the receiver may be an employee of ▇▇▇▇▇▇ and may
serve without bond; (c) all fees of the receiver and his or her attorney
shall become part of the Indebtedness secured by this Agreement.

10.05. COLLECT REVENUES, APPLY ACCOUNTS. Lender, either itself or
through a receiver, may collect the payments, rents, income, and
revenues from the Collateral. Lender may at any time in its discretion
transfer any Collateral into its own name or that of its nominee and
receive the payments, rents, income and revenues therefrom and hold the
same as security for the Indebtedness or apply it to payment of the
Indebtedness in such order of preference as Lender may determine.
Insofar as the Collateral consists of accounts, general intangibles,
contract rights, insurance policies, instruments, chattel paper, chooses
in action, or similar property, Lender may demand, collect, receipt for,
settle, compromise, adjust, sue for, foreclose, or realize on the
Collateral as Lender may determine. For these purposes, ▇▇▇▇▇▇ may, on
behalf of and in the name of Grantor, receive, open and dispose of mail
addressed to Grantor and endorse notes, checks, drafts, money orders,
documents of title, instruments

-14-

and items pertaining to payment, shipment, or storage of any Collateral.
To facilitate collection, ▇▇▇▇▇▇ may notify account debtors and
obligors on any Collateral to make payments directly to Lender.

10.06 OBTAIN DEFICIENCY. If ▇▇▇▇▇▇ chooses to sell any or all of the
Collateral, Lender may obtain a judgment against Grantor for any
deficiency remaining on the Indebtedness due to Lender after application
of all amounts received from the exercise of the rights provided in this
Agreement. Grantor shall be liable for a deficiency even if the
transaction described in this subsection is a sale of accounts or
chattel paper.

10.07. OTHER RIGHTS AND REMEDIES. Lender shall have all the rights and
remedies of a secured creditor under the provisions of the Nevada
Uniform Commercial Code and any successor law, as they may be amended
from time to time. In addition, Lender shall have and may exercise any
or all other rights and remedies it may have available at law, in equity,
or otherwise.

10.08. CUMULATIVE REMEDIES. All of ▇▇▇▇▇▇'s rights and remedies,
whether evidenced by this Agreement or the Related Documents or by any
other writing, shall be cumulative and may be exercised singularly or
concurrently. Election by ▇▇▇▇▇▇ 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 Grantor under this Agreement,
after ▇▇▇▇▇▇▇'s failure to perform, shall not affect ▇▇▇▇▇▇'s right to
declare a default and to exercise its remedies.

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

11.01. 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.

11.02. APPLICABLE LAW; VENUE; JURY WAIVER. This Agreement has been
delivered to Lender and accepted by Lender in the State of Nevada.
Subject to the provision on arbitration, this Agreement shall be
governed by and construed in accordance with the laws of the State of
Nevada. If there is a lawsuit, ▇▇▇▇▇▇▇ agrees upon ▇▇▇▇▇▇'s request to
submit to the jurisdiction of the courts of ▇▇▇▇▇ County, State of
Nevada (INITIAL HERE_____). ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ hereby waive the right
to any jury trial in any action, proceeding or counterclaim brought by
either ▇▇▇▇▇▇ or Grantor against the other.

11.03 ARBITRATION. Arbitration Disclosures:

(1) ARBITRATION IS FINAL AND BINDING ON THE PARTIES AND SUBJECT
TO ONLY VERY LIMITED REVIEW BY A COURT.

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(2) IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN
COURT, INCLUDING THEIR RIGHT TO A JURY TRIAL.

(3) DISCOVERY IN ARBITRATION IS MORE LIMITED THAN DISCOVERY IN COURT.

(4) ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
REASONING IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF ARBITRATORS' RULINGS IS VERY LIMITED.

(5) A PANEL OF ARBITRATORS MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS
AFFILIATED WITH THE BANKING INDUSTRY.

(6) IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR
THE AMERICAN ARBITRATION ASSOCIATION.

a. Any claim or controversy ("Dispute") between or among the parties and
their assigns, including but not limited to Disputes arising out of or
relating to this agreement, this arbitration provision ("arbitration
clause"), or any related agreements or instruments relating hereto or
delivered in connection herewith ("Related Documents"), and including but
not limited to a Dispute based on or arising from an alleged tort, shall
at the request of any party be resolved by binding arbitration in
accordance with the applicable arbitration rules of the American
Arbitration Association (the "Administrator"). The provisions of this
arbitration clause shall survive any termination, amendment, or
expiration of this agreement or related Documents. The provisions of
this arbitration clause shall supersede any prior arbitration agreement
between or among the parties. If any provision of this arbitration
clause should be determined to be unenforceable, all other provisions of
this arbitration clause shall remain in full force and effect.

b. The arbitration proceedings shall be conducted in Las Vegas, Nevada,
at a place to be determined by the Administrator. The Administrator and
the arbitrator(s) shall have the authority to the extent practicable to
take any action to require the arbitration proceeding to be completed
and the arbitrator(s)' award issued within one hundred fifty (150) days
of the filing of the Dispute with the Administrator. The arbitrator(s)
shall have the authority to impose sanctions on any party that fails to
comply with time periods imposed by the Administrator or the
arbitrator(s), including the sanction of summarily dismissing any
Dispute or defense with prejudice. The arbitrator(s) shall have the
authority to resolve any Dispute regarding the terms of this agreement,
this arbitration clause or Related Documents, including any claim or
controversy regarding the arbitrability of any Dispute. All limitations
periods applicable to any Dispute or defense, whether by statute or
agreement, shall apply to any arbitration proceeding hereunder and the
arbitrator(s) shall have the

-16-

authority to decide whether any Dispute or defense is barred by a
limitations period and, if so, to summarily enter an award dismissing
any Dispute or defense on that basis. The doctrines of compulsory
counterclaim, res judicata, and collateral estoppel shall apply to any
arbitration proceeding hereunder so that a party must state as a
counterclaim in the arbitration proceeding any claim or controversy
which arises out of the transaction or occurrence that is the subject
matter of the Dispute. The arbitrator(s) may in the arbitrator(s)'
discretion and at the request of any party: (1) consolidate in a single
arbitration proceeding any other claim or controversy involving another
party that is substantially related to the Dispute where that other
party is bound by an arbitration clause with the Lender, such as
borrowers, guarantors, sureties, and owners of collateral; (2)
consolidate in a single arbitration proceeding any other claim or
controversy that is substantially similar to the Dispute; and (3)
administer multiple arbitration claims or controversies as class actions
in accordance with the provisions of Rule 23 of the Nevada Rules of
Civil Procedure or Rule 23 of the Federal Rules of Civil Procedure.

c. The arbitrator(s) shall be selected in accordance with the rules of
the Administrator from panels maintained by the Administrator. A single
arbitrator shall have expertise in the subject matter of the Dispute.
Where three arbitrators conduct an arbitration proceeding, the Dispute
shall be decided by a majority vote of the three arbitrators, at least
one of whom must have expertise in the subject matter of the Dispute and
at least one of whom must be a practicing attorney. The arbitrator(s)
shall award to the prevailing party recovery of all costs and fees
(including attorneys' fees and costs, arbitration administration fees
and costs, and arbitrator(s)' fees). The arbitrator(s), either during the
pendency of the arbitration proceeding or as part of the arbitration
award, also may grant provisional or ancillary remedies, including but
not limited to an award of injunctive relief, foreclosure,
sequestration, attachment, replevin, garnishment, or the appointment of
a receiver.

e. No provision of this arbitration clause, nor the exercise of any
rights hereunder, shall limit the right of any party to: (1) judicially
or non-judicially foreclose against any real or personal property
collateral or other security; (2) exercise self-help remedies,
including but not limited to repossession and setoff rights; or (3)
obtain from a court having jurisdiction thereover any provisional or
ancillary remedies,

-17-

including but not limited to injunctive relief, foreclosure,
sequestration, attachment, replevin, garnishment, or the appointment of
a receiver. Such rights can be exercised at any time, before or during
initiation of an arbitration proceeding, except to the extent such
action is contrary to the arbitration award. The exercise of such rights
shall not constitute a waiver of the right to submit any Dispute to
arbitration, and any claim or controversy related to the exercise of
such rights shall be a Dispute to be resolved under the provisions of
this arbitration clause. Any party may initiate arbitration with the
Administrator; however, if any party initiates litigation and another
party disputes any allegation in that litigation, the disputing party -
upon the request of the initiating party - must file a demand for
arbitration with the Administrator and pay the Administrator's filing
fee. The parties may serve by mail a notice of an initial motion for an
order of arbitration.

f. Notwithstanding the applicability of any other law to this agreement,
the arbitration clause, or Related Documents between or among the
parties, the Federal Arbitration Act, 9 U.S.C. Section 1 ET SEQ.,
shall apply to the construction and interpretation of this arbitration
clause.

11.04 ATTORNEYS' FEES; EXPENSES. Grantor agrees to pay upon demand all of
▇▇▇▇▇▇'s costs and expenses, including attorneys' fees and legal costs,
accountants' fees, appraisers' fees and other professional fees and costs
incurred in connection with the enforcement of this Agreement. Lender may
pay someone else to help enforce this Agreement and Grantor shall pay the
costs and expenses of such enforcement. Costs and expenses include ▇▇▇▇▇▇'s
attorneys' fees and legal expenses whether or not there is a lawsuit,
including attorneys' fees and legal expenses for bankruptcy proceedings,
appeals, any anticipated post-judgment collection services, and any travel
expenses and lodging expenses incurred by ▇▇▇▇▇▇ and any professional or other
agent it may employ. Grantor also shall pay all court costs and such
additional fees as may be directed by the court.

11.05 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.

11.06 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which when fully executed shall be an original, and all
of said counterparts taken together shall be deemed to constitute one and
the same agreement. For the purpose of this section only, a telefax copy or a
facsimile copy of a counterpart is an original counterpart.

11.07 NOTICES. All notices required to be given under this Agreement shall
be given in writing and shall be effective when actually delivered or when
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 below.
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 to the other parties, specifying that the purpose of the notice is
to change the party's address.

Grantor: PDS Financial Corporation and PDS Financial Corporation-Nevada

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▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

-19-

Lender: Nevada State Bank
P.O. Box 990
Las Vegas, NV 89125-0990
Attention: Corporate Banking Group

11.08 POWER OF ATTORNEY. Upon the occurrence of an Event of Default as
defined herein, Grantor hereby appoints Lender as its true and lawful
attorney-in-fact, irrevocably, with full power of substitution to do the
following:

a. to demand, collect, receive, receipt for, ▇▇▇ and recover all sums of
money or other property which may now or hereafter become due, owing or
payable from the Collateral;

b. to execute, sign and endorse any and all claims, instruments, receipts,
checks, drafts or warrants issued in payment for the Collateral;

c. to settle or compromise any and all claims arising under the Collateral,
and, in the place and instead of Grantor, to execute and deliver its
release and settlement for the claim; and

d. to file any claim or claims or to take any action or institute or take
part in any proceedings, either in its own name or in the name of
Grantor, or otherwise, which in the discretion of Lender may seem to be
necessary or advisable. This power is given as security for the
Indebtedness, and the authority hereby conferred is and shall be
irrevocable and shall remain in full force and effect until renounced by
Lender or this Security Agreement is terminated.

11.09 SEVERABILITY. If a court of competent jurisdiction finds any
provision of this Agreement to be invalid or unenforceable as to any person
or circumstances, 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.

11.10 SUCCESSOR INTERESTS. Subject to the limitations set forth above on
transfer of the Collateral, this Agreement shall be binding upon and inure to
the benefit of the parties, their successors, assigns, estates, heirs and
transferees.

11.11 WAIVER. Lender shall not be deemed to have waived any rights under
this Agreement unless such waiver is given in writing and signed by ▇▇▇▇▇▇.
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 ▇▇▇▇▇▇ of
a provision of this Agreement shall not prejudice or constitute a waiver of
Lender's right otherwise to demand strict compliance with that

-20-

provision or any other provision of this Agreement. No prior waiver by
▇▇▇▇▇▇, nor any course of dealing between ▇▇▇▇▇▇ and Grantor, shall
constitute a waiver of any of Lender's rights or of any of Grantor's
obligations 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 to subsequent instances
where such consent is required and in all cases such consent may be granted
or withheld in the sole discretion of Lender. This provision cannot be
waived by the conduct, acts or agreement of ▇▇▇▇▇▇ and Grantor.

11.12 ADVICE OF COUNSEL. In entering into this Agreement, the Grantor
acknowledges that it has been fully advised and represented by its own legal
counsel and is fully familiar with all of the terms, conditions, restrictions
and covenants entered into herein. In executing this Agreement, Grantor does
so relying wholly upon its own judgment and on the advice of its counsel of
its own independent selection, and has been in no way influenced whatsoever
in entering into this Agreement by any representation or statement of ▇▇▇▇▇▇
regarding the matters set forth herein.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS SECURITY AGREEMENT IS
EFFECTIVE ON THE DATE FIRST ABOVE WRITTEN.

GRANTOR: LENDER:

PDS FINANCIAL CORPORATION, NEVADA STATE BANK,
a Minnesota corporation a Nevada corporation

By: /s/ ▇▇▇▇▇▇ ▇. Des Champs By: /s/ [ILLEGIBLE]
------------------------------- ------------------------------

Its: Chief Financial Officer Its: Vice President
------------------------------- ------------------------------

PDS FINANCIAL CORPORATION-NEVADA,
a Nevada corporation

By: /s/ ▇▇▇▇▇▇ ▇. Des Champs
-------------------------------

Its: Chief Financial Officer
-------------------------------

-21-

EXHIBIT "B"

ELIGIBLE CONTRACT

An Eligible Contract ("Contract") shall have these terms and conditions:

Evidence: Each Contract shall be one of these: (a) a full recourse
installment sales contract; (b) a full recourse finance or an operating lease.

Contract Parties: Contracts with foreign entities or Contracts that are
subject to the Indian Gaming Regulatory Act shall not be permitted; and
contracts placed on maritime vessels shall not, at any time, exceed 20% of
the outstanding balance, in aggregate, of all the Advance Notes outstanding
under the Loan at the time of funding of any maritime contract.

Advance Values:

A) Installment Sales Contract(s): The Advance Note funding such Contract(s)
shall not have an initial or subsequent outstanding balance or more than 90%
of the equipment value under the Contract(s) at all times. Equipment value
shall be the equipment sales price excluding any sales or use tax, delivery
charges and installation charges.

B) Finance Lease(s): The Advance Note funding such Contract(s) shall not
have an initial or subsequent outstanding balance of more than 90% of the
equipment value under the Contract(s) at all times. Equipment value shall be
the capitalized cost to the lessee excluding any sales or use tax, delivery
charges and installation charges.

C) Operating Lease(s): The Advance Note funding such Contract(s) shall not
have an initial or subsequent outstanding balance of more than 90% of the
equipment value under the Contract(s) at all times. (It is understood that
the corresponding depreciation schedule for the equipment under Contract(s)
is on a "straight-line" basis on Grantor's accounting records; and as such
may indicate a note balance in comparison to the equipment value of more than
90% during the first twelve months after initial funding). The equipment
value shall be the capitalized cost to the lessee excluding any sales or use
tax, delivery charges, installation charges on any security deposits, after
depreciation.

Reporting: The equipment values for each Contract shall be presented to
Lender in the form of a Borrowing Base Certificate at the initial point of
funding under the corresponding Advance Note as well as at the end of each
month thereafter as long as there is an outstanding balance under the Advance
Note. In essence, there shall be a separate Borrowing Base Certificate for
each Advance Note vis-a-vis each Contract. The 90% loan-to-value ratio shall
be maintained at all times with pay downs occurring as a result of early
expiration of the Contract, sale of equipment, return of equipment,
repurchase of the Contract or any delinquency exceeding 60 days on the stream
of payments to Grantor from the obligor or lessee. The situation of a 60-day
delinquency on any part of the outstanding balance under any funded Contract
shall require a payoff the outstanding balance

-1-

of the delinquent balance directly by Grantor within 15 days after the 60 day
delinquency has occurred. Failure of Grantor to pay off the outstanding
balance within the 15 days shall constitute an Event of Default.

Contract Review: Prior to funding of each Advance Note Grantor shall submit
each Contract and all supporting documentation to Lender for review of
eligibility as per the following review criteria:

Review Criteria:

A) For Contracts with balances under $250,000.00: There shall be no review
required as long as: (i) contract party is not in bankruptcy; and (ii)
Grantor has no knowledge of any pending or existing default by the contract
party nor any pending bankruptcy.

B) For Contracts with balances over $250,000.00: (i) Grantor shall provide
Lender with a summary of the transaction; (ii) Lender shall advise Grantor
within five (5) business days if the Contract is acceptable; and (iii)
Lender's approval acceptance of the Contract and willingness to fund shall be
valid for a 60-day period.

Contract Confirmation: Each funded Contract shall be subject to a "delivery
and acceptance" acknowledgment to Lender directly by the obligor.

-2-

CORPORATE RESOLUTION TO BORROW

I, THE UNDERSIGNED SECRETARY OF PDS FINANCIAL CORPORATION, AND PDS FINANCIAL
CORPORATION-NEVADA, (COLLECTIVELY, THE "CORPORATIONS"), HEREBY CERTIFY THAT
the Corporations are organized and existing under and by virtue of the laws
of the State of Minnesota, and Nevada, respectively as corporations for
profit, with their principal office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇, and are duly authorized to transact business in the State of Nevada.

I FURTHER CERTIFY that at a meeting of the Directors of the Corporations,
duly called and held on April 21, 1999, at which a quorum was present and
voting, or by other duly authorized corporate action in lieu of a meeting,
the following resolutions were adopted:

BE IT RESOLVED, that ANY ONE (1) of the following named officers, employees,
or agents of the Corporations, whose actual signatures are shown below:

NAME POSITION ACTUAL SIGNATURE
---- -------- ----------------

▇▇▇▇▇ ▇. ▇▇▇▇▇▇ President /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------

▇▇▇▇▇▇ ▇. ▇▇▇ Champs Chief Financial Officer /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ Champs
-------------------------

▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ Vice President /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇
-------------------------

▇▇▇▇ M.B. ▇▇▇▇▇▇ Secretary /s/ ▇▇▇▇ M.B. ▇▇▇▇▇▇
-------------------------

acting for and on behalf of the Corporations and as its act and deed be, and he
or she hereby is, authorized and empowered:

BORROW MONEY. To borrow from time to time from NEVADA STATE BANK
("Lender"), on such terms as may be agreed upon between the Corporations
and Lender, such sum or sums of money as in his or her judgment should
be borrowed, without limitation.

EXECUTE NOTES. To execute and deliver to Lender the promissory note or
notes, or other evidence of credit accommodations of the Corporations,
on Lender's forms, at such rates of interest and on such terms as may be
agree upon, evidencing the sums of money so borrowed or any indebtedness
of the Corporations to Lender, and also to execute and deliver to Lender
one or more renewals, extensions modifications, refinancings,
consolidations, or substitutions for one or more of the notes, any
portion of the notes, or any other evidence of credit accommodations.

GRANT SECURITY. To mortgage, pledge, transfer, endorse, hypothecate, or
otherwise encumber and deliver to Lender, as security for the payment of
any loans or credit

-1-

accommodations so obtained, any promissory notes so executed (including
any amendments to or modifications, renewals, and extensions of such
promissory notes), or any other further indebtedness of the Corporations
to Lender at any time owing, however the same may be evidenced, any
property now or hereafter belonging to the Corporations or in which the
Corporations now or hereafter may have an interest, including without
limitation all real property and all personal property (tangible or
intangible) of the Corporations. Such property may be mortgaged, pledged,
transferred, endorsed, hypothecated, or encumbered at the time such loans
are obtained or such indebtedness is incurred, or at any other time or
times, and may be either in addition to or in lieu of any property
theretofore mortgaged, pledged, transferred, endorsed, hypothecated, or
encumbered.

EXECUTE SECURITY DOCUMENTS. To execute and deliver to Lender the forms
of mortgage, deed of trust, pledge agreement, hypothecation agreement,
and other security agreements and financing statements which may be
submitted by Lender, and which shall evidence the terms and conditions
under and pursuant to which such liens and encumbrances, or any of them,
are given; and also to execute and deliver to Lender any other written
instruments, any chattel paper, or any other Collateral, of any kind or
nature, which he or she may in his or her discretion deem reasonably
necessary or proper in connection with or pertaining to the giving of the
liens and encumbrances.

NEGOTIATE ITEMS. To draw, endorse, and discount with Lender all drafts,
trade acceptances, promissory notes, or other evidences of indebtedness
payable to or belonging to the Corporations in which the Corporations
may have an interest, and either to receive cash for the same or to
cause such proceeds to be credited to the account of the Corporations
with Lender, or to cause such other disposition of the proceeds derived
therefrom as they may deem advisable.

FURTHER ACTS. In the case of lines of credit, to designate additional
or alternate individuals as being authorized to request advances
thereunder, and in all cases, to do and perform such other acts and
things, to pay any and all fees and costs, and to execute and deliver
such other documents and agreements, INCLUDING AGREEMENTS REQUIRING
DISPUTES WITH LENDER TO BE SUBMITTED TO BINDING ARBITRATION FOR FINAL
RESOLUTION AND WAIVING THE RIGHT TO TRIAL BY JURY, as he or she may in
his or her discretion deem reasonably necessary or proper in order to
carry into effect the provisions of these Resolutions. The following
person or persons currently are authorized, except as provided below, to
request advances and authorize payments under the line of credit until
▇▇▇▇▇▇ receives written notice of revocation of their authority: ▇▇▇▇▇
▇. ▇▇▇▇▇▇, President, ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, Chief Financial Officer, ▇▇▇
▇▇▇▇▇▇▇, Vice President, and ▇▇▇▇ ▇.▇. Finely, Secretary. All
covenants regarding Eligible Contracts must be reviewed and approved by
Lender before any advance request will be completed.

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these
Resolutions and performed prior to the passage of these Resolutions are
hereby ratified and approved, that these

-2-

Resolutions shall remain in full force and effect and Lender may rely on
these Resolutions until written notice of his or her revocation shall have
been delivered to and received by ▇▇▇▇▇▇. Any such notice shall not affect
any of the Corporations' agreements or commitments in effect at the time
notice is given.

BE IT FURTHER RESOLVED, that the Corporations will notify Lender in writing
at Lender's address shown above (or such other addresses as Lender may
designate from time to time) prior to any (a) change in the name of the
Corporations, (b) change in the assumed business name(s) of the Corporations,
(c) change in the management of the Corporations, (d) change in the
authorized signer(s), (e) conversion of the Corporations to a new or
different type of business entity, or (f) change in any other aspect of the
Corporations that directly or indirectly relates to any agreements between
the Corporations and Lender. No change in the name of the Corporations will
take effect until after ▇▇▇▇▇▇ has been notified.

I FURTHER CERTIFY that the officers, employees, or agents named above are
duly elected, appointed, or employed by or for the Corporations, as the case
may be, and occupy the positions set opposite their names; that the foregoing
Resolutions now stand of record on the books of the Corporations; and that
the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever. The Corporations have no corporate seal,
and therefore, no seal is affixed to this certificate.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND ON THIS 21ST DAY OF APRIL,
1999 AND ATTEST THAT THE SIGNATURES SET OPPOSITE THE NAMES LISTED ABOVE ARE
THEIR GENUINE SIGNATURES.

CERTIFIED TO AND ATTESTED BY:

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------------

Its: Secretary
---------------------------------

-3-

ADVANCE NOTE

Principal Amount: $_________ Interest Rate: __________ Date of Note: _________

FOR VALUE RECEIVED, PDS FINANCIAL CORPORATION, a Minnesota corporation,
or, PDS FINANCIAL CORPORATION-NEVADA, a Nevada corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter "Borrower"), promises to pay NEVADA
STATE BANK, a Nevada corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇ (hereinafter "Lender") or order, in lawful money of the United States
of America, the principal amount of ___________________________
($___________), together with interest thereon at a fixed rate of interest
equal to ______ percent (______%), per annum, which interest rate is equal to
300 basis points over the 3-year LIBOR Interest Rate on the date of this
Advance Note, until paid in full. The LIBOR Interest Rate is an index which
is determined and announced by Lender to determine the interest rate charged.
It is not the lowest rate charged by ▇▇▇▇▇▇. The index is related to the
London Interbank Offered Rate but does not equal the London Interbank offered
rate. The LIBOR Interest Rate is not intended to serve any purpose or have
any meaning other than to provide an index to determine the interest rate to
be paid by Borrower.

Borrower will pay this loan in _________ equal monthly principal and
interest payments of $__________ each. ▇▇▇▇▇▇▇▇'s first monthly payment is
due on ____________, and all subsequently monthly payments are due on the
same day of each month thereafter, with ▇▇▇▇▇▇▇▇'s final payment being due on
__________, which shall be in an amount of all outstanding principal and
interest due. 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 ▇▇▇▇▇▇'s address shown above or at such other place as Lender
may designate in writing. Unless otherwise agreed or required by applicable
law, payments will be applied first to any unpaid collection costs and any
late charges, then to any unpaid interest, and any remaining amount to
principal.

This Advance Note is executed and delivered pursuant to a Master
Revolving Line of Credit Promissory Note and a Security Agreement ("Security
Agreement") each dated ____________, executed between Lender and Borrower,
and repayment of this Advance Note shall be secured by the Collateral
described in the Security Agreement.

All references herein to certain defined terms shall refer to those
defined terms contained in the Security Agreement, which are incorporated
into this instrument by reference.

As additional security for this Advance Note, ▇▇▇▇▇▇ has a lien on, a
continuing security interest in and a right of setoff at any time without
notice, against all property and deposit accounts under the control of Lender
which belong to Borrower or any other party to this Advance Note.

In the event that (i) any amount due under this Advance Note is reduced
to judgment, (ii) Borrower is ten (10) days late in making any payment
provided in this Advance Note, or (iii) an Event of Default as defined in the
Security Agreement, occurs, Borrower shall be considered in

default if any of the above are not cured within ten (10) days after the date
of written notice sent by ▇▇▇▇▇▇ to Borrower at the address set forth herein
notifying Borrower of the default, the total of the unpaid balance of
principal and the accrued unpaid interest (past due interest being
compounded) shall then begin accruing interest at the rate stated above, plus
three percent (3.00%) per annum (the "Default Rate"), until such time as all
past due payments and accrued interest are paid. At that time, the interest
rate will revert to the rate stated above. Borrower acknowledges that the
effect of this Default Rate provision could operate to compound some of the
interest obligations due, and Borrower hereby expressly assents to such
compounding should it occur.

Should the indebtedness represented by this Advance Note, or any part
hereof, be collected at law, in equity, or in any bankruptcy, receivership or
other court proceeding, or this Advance Note be placed in the hands of any
attorney for collection after default, Borrower agrees to pay, in addition to
the principal and interest due hereon, all reasonable attorney fees, plus all
other costs and expenses of collection and enforcement, including any fees
incurred in connection with such proceedings or collection of this Advance
Note and/or enforcement of the Lender's rights with respect to the
administration, supervision, preservation or protection of, or realization
upon, any property securing payment hereof.

The failure of Lender to act or to exercise any right or remedy shall
not in any way affect or impair the obligation of Borrower to Lender, or
constitute a waiver by Lender of, or otherwise affect any of, ▇▇▇▇▇▇'s rights
under this Advance Note, under any endorsement or guaranty of this Advance
Note or under any document or instrument evidencing any security for payment
of this Advance Note.

The invalidity or unforceability of any one or more provisions of this
Advance Note shall in no way affect the other provisions.

Borrower waives presentment, demand, protest and notice of nonpayment.

All titles used in this Advance Note are intended solely for convenience
and reference; said titles shall not affect any terms, provisions, or
meanings of this Advance Note.

The laws of the State of Nevada shall govern the validity, construction,
performance and effect of this Advance Note.

ARBITRATION DISCLOSURES:

1. ARBITRATION IS FINAL AND BINDING ON THE PARTIES AND SUBJECT TO ONLY
VERY LIMITED REVIEW BY A COURT.

2. IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN
COURT, INCLUDING THEIR RIGHT TO A JURY TRIAL.

-2-

3. DISCOVERY IN ARBITRATION IS MORE LIMITED THAN DISCOVERY IN COURT.

4. ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
REASONING IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF ARBITRATORS' RULINGS IS VERY LIMITED.

5. A PANEL OF ARBITRATORS MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS
AFFILIATED WITH THE BANKING INDUSTRY.

6. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE
AMERICAN ARBITRATION ASSOCIATION.

a. Any claim or controversy ("Dispute") between or among the parties
and their assigns, including but not limited to Disputes arising out
of or relating to this agreement, this arbitration provision
("arbitration clause"), or any related agreements or instruments
relating hereto or delivered in connection herewith ("Related
Documents"), and including but not limited to a Dispute based on or
arising from an alleged tort, shall at the request of any party be
resolved by binding arbitration in accordance with the applicable
arbitration rules of the American Arbitration Association (the
"Administrator"). The provisions of this arbitration clause shall
survive any termination, amendment, or expiration of this agreement
or related Documents. The provisions of this arbitration clause
shall supersede any prior arbitration agreement between or among the
parties. If any provision of this arbitration clause should be
determined to be unenforceable, all other provisions of this
arbitration clause shall remain in full force and effect.

b. The arbitration proceedings shall be conducted in Las Vegas,
Nevada, at a place to be determined by the Administrator. The
Administrator and the arbitrator(s) shall have the authority to the
extent practicable to take any action to require the arbitration
proceeding to be completed and the arbitrator(s)' award issued
within one hundred fifty (150) days of the filing of the Dispute
with the Administrator. The arbitrator(s) shall have the authority
to impose sanctions on any party that fails to comply with time
periods imposed by the Administrator or the arbitrator(s), including
the sanction of summarily dismissing any Dispute or defense with
prejudice. The arbitrator(s) shall have the authority to resolve any
Dispute regarding the terms of this agreement, this arbitration
clause or Related Documents, including any claim or controversy
regarding the arbitrability of any Dispute. All limitations periods
applicable to any Dispute or defense, whether by statute or
agreement, shall apply to any arbitration proceeding hereunder and
the arbitrator(s) shall have the authority to decide whether any
Dispute or defense is barred by a limitations period and, if so, to
summarily enter an award dismissing any Dispute or defense on that
basis. The doctrines of compulsory counterclaim, res judicata, and
collateral

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estoppel shall apply to any arbitration proceeding hereunder so that
a party must state as a counterclaim in the arbitration proceeding
any claim or controversy which arises out of the transaction or
occurrence that is the subject matter of the Dispute. The
arbitrator(s) may in the arbitrator(s)' discretion and at the
request of any party: (1) consolidate in a single arbitration
proceeding any other claim or controversy involving another party
that is substantially related to the Dispute where that other party
is bound by an arbitration clause with the Lender, such as
borrowers, guarantors, sureties, and owners of collateral; (2)
consolidate in a single arbitration proceeding any other claim or
controversy that is substantially similar to the Dispute; and (3)
administer multiple arbitration claims or controversies as class
actions in accordance with the provisions of Rule 23 of the Nevada
Rules of Civil Procedure or Rule 23 of the Federal Rules of Civil
Procedure.

c. The arbitrator(s) shall be selected in accordance with the rules
of the Administrator from panels maintained by the Administrator. A
single arbitrator shall have expertise in the subject matter of the
Dispute. Where three arbitrators conduct an arbitration proceeding,
the Dispute shall be decided by a majority vote of the three
arbitrators, at least one of whom must have expertise in the
subject matter of the Dispute and at least one of whom must be a
practicing attorney. The arbitrator(s) shall award to the prevailing
party recovery of all costs and fees (including attorneys' fees and
costs, arbitration administration fees and costs, and arbitrator(s)'
fees). The arbitrator(s), either during the pendency of the
arbitration proceeding or as part of the arbitration award, also
may grant provisional or ancillary remedies, including but not
limited to an award of injunctive relief, foreclosure,
sequestration, attachment, replevin, garnishment, or the appointment
of a receiver.

d. Judgment upon an arbitration award may be entered in any court
having jurisdiction, subject to the the following limitation: the
arbitration award is binding upon the parties only if the amount
does not exceed Four Million dollars ($4,000,000.00); if the award
exceeds that limit, either party may demand the right to a court
trial. Such a demand must be filed with the Administrator within
thirty (30) days following the date of the arbitration award; if
such a demand is not made within that time period, the amount of
the arbitration award shall be binding. The computation of the total
amount of an arbitration award shall include amounts awarded for
attorneys' fees and costs, arbitration administration fees and
costs, and arbitrator(s)' fees.

e. No provision of this arbitration clause, nor the exercise of any
rights hereunder, shall limit the right of any party to: (1)
judicially or non-judicially foreclose against any real or personal
property collateral or other security; (2) exercise self-help
remedies, including but not limited to repossession and setoff
rights; or (3) obtain from a court having jurisdiction thereover any
provisional or ancillary remedies, including but not limited to
injunctive relief, foreclosure, sequestration, attachment, replevin,
garnishment, or the appointment of a receiver. Such rights can be
exercised

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at any time, before or during initiation of an arbitration
proceeding, except to the extent such action is contrary to the
arbitration award. The exercise of such rights shall not constitute
a waiver of the right to submit any Dispute to arbitration, and any
claim or controversy related to the exercise of such rights shall be
a Dispute to be resolved under the provisions of this arbitration
clause. Any party may initiate arbitration with the Administrator;
however, if any party initiates litigation and another party
disputes any allegation in that litigation, the disputing party -
upon the request of the initiating party - must file a demand for
arbitration with the Administrator and pay the Administrator's
filing fee. The parties may serve by mail a notice of an initial
motion for an order of arbitration.

f. Notwithstanding the applicability of any other law to this
agreement, the arbitration clause, or Related Documents between or
among the parties, the Federal Arbitration Act, 9 U.S.C. Section 1
ET SEQ., shall apply to the construction and interpretation of this
arbitration clause.

If there is a lawsuit, ▇▇▇▇▇▇▇▇ agrees upon ▇▇▇▇▇▇'s request to submit
to the jurisdiction of the courts of ▇▇▇▇▇ County, State of Nevada (INITIAL
HERE ________). ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ hereby waive the right to any jury trial
in any action, proceeding, or counterclaim brought by either ▇▇▇▇▇▇ or
Borrower against the other.

IN WITNESS WHEREOF, this Advance Note has been executed effective the date
and place above written.

"Borrower"

PDS FINANCIAL CORPORATION, "OR" PDS FINANCIAL CORPORATION-NEVADA,
a Minnesota corporation a Nevada corporation

By: By:
--------------------------- --------------------------------
Its: Its:
--------------------------- -------------------------------

Borrowers' Address:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇

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NEVADA STATE BANK

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