SECOND AMENDMENT TO OPTION AGREEMENT
This SECOND AMENDMENT TO OPTION AGREEMENT ("Amendment") is entered into
effective as of September 8, 1997, by and among DESERT MESA LAND PARTNERS, LTD.,
a Nevada limited partnership ("Seller"), HIGH MESA DEVELOPMENT, INC., a Nevada
corporation ("High Mesa") and NEVSTAR GAMING CORPORATION, a Nevada corporation
("Buyer") in connection with that certain Option Agreement between the parties
dated
April 23, 1996 as amended by that certain First Amendment to Option Agreement
between the parties dated April ___, 1997 (jointly the "Option").
For good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Development Funds Payable in Form of Promissory Note. The second
paragraph
of Section 1.4 of the Option entitled "Initial Option Consideration" is
deleted and replaced in its entirety with the following:
"Notwithstanding anything set forth in this Section 1.4 or anything set
forth elsewhere in the Option, Buyer's obligation to deposit
Development Funds shall be satisfied by Buyer giving to Seller on or
before September 30, 1997, Buyer's Promissory Note in the amount of
$200,000 (in the form attached hereto as Exhibit "A") which note shall
provide that it shall be converted to $200,000 in cash on or before
March 15, 1998 which funds shall thereupon be deposited into a
federally insured financial institution in an account designated for
the Project on which both Buyer and High Mesa are joint signatories.
Notwithstanding the foregoing, in no event shall Buyer be required to
deposit the Initial Option Consideration until Seller has obtained its
limited partner approval under Section 8.2 below. The Development
Funds shall be non-refundable and shall not be applicable to the Option
Purchase Price, but shall be reimbursable from the LLC to Buyer in
connection with the development and financing of the Project. If Buyer
fails to deposit the Development Funds as set forth in the first
sentence of this paragraph above, this Option shall automatically
terminate and shall be null and void for all purposes. Upon any such
termination, neither party shall have any further liability to the
other party with respect to the Option. Any portion of the Initial
Option Consideration remaining at Closing shall be deposited in the
name of the LLC. The parties hereto acknowledge and agree that the
preliminary development of the Project will require funds substantially
in excess of the Development Funds and that Buyer may elect, in its
sole discretion to advance additional funds pursuant to budget(s)
approved by Desert Mesa. Any such additional advances shall be
reimbursed from the LLC to Buyer in connection with the development and
financing of the Project.
2. Except as amended hereby, all of the other terms and provisions of the
Option shall remain in full force and effect.
3. This Amendment may be executed in one or more counterparts, each of
which
taken together shall constitute one and the same instrument. This Amendment
may be executed by facsimile with original signatures to follow by mail.
IN WITNESS WHEREOF, the parties have executed into this Amendment as of the
date first written above.
"Buyer" NEVSTAR GAMING CORPORATION,
a Nevada corporation
By:
Xxxxxxx X. Xxxxxxxxxx, Chief Executive
Officer
"Seller" DESERT MESA LAND PARTNERS, LTD.,
a Nevada limited partnership
BY: TSRS, INC., a Nevada corporation
Its: General Partner
By:
Xxxxxxx Xxx, Chairman
By:
R. Xxx Xxxx, President
"High Mesa" HIGH MESA DEVELOPMENT, INC.,
a Nevada corporation
By:
Xxxxxxx Xxx, Chairman of the Board
[Continued signature page to Second Amendment to Option Agreement]
