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<SEC-DOCUMENT>0000948830-01-500288.txt : 20010618
<SEC-HEADER>0000948830-01-500288.hdr.sgml : 20010618
ACCESSION NUMBER:		0000948830-01-500288
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010601
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010615

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALL AMERICAN SPORTPARK INC
		CENTRAL INDEX KEY:			0000930245
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-MISCELLANEOUS RETAIL [5900]
		IRS NUMBER:				880203976
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-24970
		FILM NUMBER:		1661696

	BUSINESS ADDRESS:	
		STREET 1:		6730 LAS VEGAS BOULEVARD
		STREET 2:		STE 4
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89119
		BUSINESS PHONE:		7027987777

	MAIL ADDRESS:	
		STREET 1:		5325 S VALLEY VIEW BLVD STE 4
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89118

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SAINT ANDREWS GOLF CORP
		DATE OF NAME CHANGE:	19940916
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>aasp-8k.txt
<DESCRIPTION>ALL-AMERICAN SPORTPARK 8-K DTD 6/1/01
<TEXT>

                      SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                                    FORM 8-K


                                 CURRENT REPORT



                      Pursuant to Section 13 of 15(d) of the
                         Securities Exchange Act of 1934





                                 June 1, 2001
                 ------------------------------------------------
                 Date of Report (date of earliest event reported)





                           ALL-AMERICAN SPORTPARK, INC.
               ----------------------------------------------------
               Exact name of Registrant as Specified in its Charter



         Nevada                    0-24970                88-0203976
- ---------------------------    ---------------   ---------------------------
State or Other Jurisdiction    Commission File   IRS Employer Identification
     of Incorporation              Number                  Number



            6730 Las Vegas Boulevard South, Las Vegas, Nevada  89119
           -----------------------------------------------------------
           Address of Principal Executive Offices, Including Zip Code




                                (702) 798-7777
               --------------------------------------------------
               Registrant's Telephone Number, Including Area Code









<PAGE>

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

     On June 1, 2001, All-American SportPark, Inc. (the "Company") completed a
transaction pursuant to a Restructuring and Settlement Agreement with Urban
Land of Nevada, Inc. (the "Landlord") to terminate the lease relating to the
Company's All-American SportPark property in Las Vegas, Nevada, and to
transfer all of the leasehold improvements and personal property located on
the premises to the Landlord.  This agreement provides that it is effective as
of May 30, 2001, but the transaction was actually completed on June 1, 2001.

     As part of the agreement, the Landlord agreed to waive all liabilities of
the Company to the Landlord with respect to the SportPark, and with the
exception of a limited amount of unsecured trade payables, the Landlord agreed
to assume responsibility of all other continuing and contingent liabilities
related to the SportPark.  The Landlord agreed to cancel all of the Company's
back rent obligations for the Callaway Golf Center for periods through April
30, 2001.  The Callaway Golf Center remains an operating business of the
Company.

     In addition, all common stock of Sports Entertainment Enterprises, Inc.
("SPEN") owned by the Company's Chairman, its President and a related entity
that had been pledged to the Landlord pursuant to the original SportPark
financing has been returned unencumbered.

     As part of the transaction, the Company agreed to issue the Landlord a 35
percent ownership interest in All-American Golf Center Inc. ("AAGC"), which is
the subsidiary that owns and operates the Callaway Golf Center.  In connection
with the issuance of the 35% interest in AAGC to the Landlord, the Company,
AAGC and the Landlord entered into a Stockholders Agreement which provides
certain restrictions and rights on the AAGC shares to be issued to the
Landlord.  The Landlord will be permitted to designate a non-voting observer
of meetings of AAGC's board of directors.  In the event of an uncured default
of the lease for the Callaway Golf Center, so long as it holds a 25% interest
in AAGC the Landlord will have the right to select one director of AAGC.  As
to matters other than the election of Directors, the Landlord has agreed to
vote its shares of AAGC as designated by the Company.

     Since December 31, 2000, the Company has accounted for its All-American
SportPark business as discontinued operations pursuant to a formal plan to
dispose of this property.  As of December 31, 2000, the Company estimated that
there would be no gain or loss on the disposition of the SportPark property.
As of June 1, 2001 (the disposition date), it has been determined that a loss
of approximately $160,000 will be recorded on the disposition of the SportPark
property.  This loss has arisen mainly because actual net income of the
SportPark business since December 31, 2000 was less than what was estimated as
of December 31, 2000.

     The Company and its subsidiaries' continuing operations consist of the
65% ownership and operation of the Callaway Golf Center, a premier golf
practice facility located on 42 acres of Las Vegas "Strip" frontage.  The Golf
Center features a night-lit 9-hole par 3 golf course, 113 station two-tiered
driving range, a full clubhouse featuring the Callaway Golf club fitting swing
analyzer.  The clubhouse also includes three tenants:  the Saint Andrews Golf
Shop with Callaway merchandise; the Giant Golf teaching academy; and the
Bistro 10 restaurant and bar.

                                       2
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a) EXHIBITS.

         Exhibit 10.1   Restructuring and Settlement      Filed herewith
                        Agreement with Urban Land of      electronically
                        Nevada, Inc., et al.

         Exhibit 10.2   Stockholders Agreement with       Filed herewith
                        All-American Golf Center, Inc.    electronically
                        and Urban Land of Nevada, Inc.



                                 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                                   ALL-AMERICAN SPORTPARK, INC.



Dated: June 14, 2001               By:/s/ Kirk Hartle
                                      Kirk Hartle, Chief Financial Officer






























                                     3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex-101.txt
<DESCRIPTION>AASP EXHIBIT 10.1 TO 8-K DTD 6/1/01
<TEXT>

EXHIBIT 10.1

                     RESTRUCTURING AND SETTLEMENT AGREEMENT

     THIS RESTRUCTURING AND SETTLEMENT AGREEMENT  ("Agreement") is entered
into and effective as of May 30, 2001, by and among ALL-AMERICAN SPORTPARK,
LLC, a Nevada limited liability company ("AASP LLC"), SPORTPARK LAS VEGAS,
INC., a Nevada corporation ("SPLV"), THE ALL-AMERICAN GOLF CENTER, INC., a
Nevada corporation ("AAGC"), ALL-AMERICAN SPORTPARK, INC., a Nevada
corporation formerly known as Saint Andrews Golf Corporation ("AASP"), SPORTS
ENTERTAINMENT ENTERPRISE, INC., a Nevada corporation ("SPEN"), SPORTPARK
MANAGEMENT, INC., a Nevada corporation ("SPMI"), VASO BORETA ("VB"), RONALD S.
BORETA ("RSB"), BORETA ENTERPRISES, LTD., a Nevada limited liability company
("BEL"), URBAN LAND OF NEVADA, INC., a Nevada corporation ("Urban Land") and
URBAN INVESTMENTS LLC,  a Nevada limited liability company ("UIL").  AASP LLC,
SPLV, AAGC, AASP, SPEN, SPMI, VB, RSB, BEI, Urban Land and UIL shall
hereinafter sometimes be referred to individually as a "Party" and
collectively as the "Parties."

                              Factual Background

     A.  Urban Land entered into a certain Lease Agreement dated June 13, 1997
(the "SportPark Lease") with SPLV pertaining to a certain parcel of 23.61
acres of land (the "SportPark Premises").  AASP LLC is the successor lessee
under the SportPark Lease under an Assignment and Assumption Agreement dated
September 16, 1998.  A Memorandum of Lease regarding the SportPark Lease was
recorded in the Official Records of Clark County, Nevada, on June 23, 1997, in
Book 970623 as Instrument No. 00042.  AASP guaranteed the lessee's obligations
under the SportPark Lease.

     B.  AASP LLC is in default under the SportPark Lease for nonpayment of
rent and other monetary obligations such as real estate taxes as of the date
hereof (the "SportPark Back Rent").

     C.  Urban Land is the lessor and AAGC is the successor lessee under that
certain Lease Agreement made and entered into as of June 13, 1997 by and
between Urban Land, and All-American Golf Center, LLC, a California limited
liability company, as amended by Amendment to Lease Agreement and Amendment to
Memorandum of Lease dated September 17, 1997, and assigned to AAGC pursuant to
a certain Assignment of Ground Lease dated December 30, 1998 (the "Golf Center
Lease"), whereby Urban Land leased to AAGC certain "Leased Premises"
consisting of approximately 41.37 acres as defined therein (the "Golf Center
Premises").  AASP guaranteed the lessee's obligations under the Golf Center
Lease.

     D.  AAGC is in breach of the Golf Center Lease by virtue of nonpayment of
rent (the "Golf Center Back Rent").

     E.  SPLV and SPMI collectively own all of the member interests in AASP
LLC.

     F.  AASP owns all of the outstanding equity interests in SPLV and AAGC.

     G.  SPEN owns a majority of the outstanding common shares and all of the
outstanding preferred shares of AASP.

     H.  VB, RSB and BEL own common shares of SPEN (the "Collateral Stock").

<PAGE>

     I.  AASP LLC obtained the First Loan (as defined below) from Nevada State
Bank evidenced by the First Loan Documents (as defined below).  UIL purchased
the First Loan, Second Loan, and Zion's Lease from Nevada State Bank and is
the successor in interest to Nevada State Bank in connection with the Loans
and that Lease.

     J.  In order to induce Nevada State Bank to provide the First Loan, Urban
Land  executed  a Trust Deed, Assignment of Rents, Security Agreement and
Fixture Filing (the "Urban Land Trust Deed");

     K.  In order to induce Urban Land to provide the Urban Land Trust Deed,
VB, RSB and BEL pledged the Collateral Stock and VB granted a lien on certain
real property (the "Voss Property") to Urban Land pursuant to a Collateral
Assignment Agreement among Urban Land, AASP, VB, RSB and BEL (the "Collateral
Assignment").

     L.  In order to resolve various claims related to, and to restructure,
the foregoing arrangements, the parties desire to agree as set forth below.

                                   Agreement

     1.  Definitions.  As used in this Agreement, the following terms shall
have the meanings set forth below:

         "Boreta Parties" means VB, RSB and BEI.

         "Charter Equipment" means the equipment which is subject to the
Charter Financial Documents.

         "Charter Financial Documents" means the personal property financing
lease documents with Charter Financial, Inc., including without limitation the
following:  Lease of Personal Property Number 6199, Purchase Agreement,
Guaranty Agreement executed by AASP and SPEN and all other documents executed
in connection with the Lease of Personal Property, as amended as of the date
hereof.

         "Claims" means any and all claims, demands, damages, losses,
liabilities and causes of action, of whatever kind or nature, whether in law
or in equity, whether known or unknown, whether suspected or unsuspected,
including without limitation those related to unknown and unsuspected injuries
as well as unknown and unsuspected consequences of known or suspected
injuries.

         "First Loan" means the loan from Nevada State Bank to AASP LLC in the
stated principal amount of $13,500,000.

         "First Loan Documents" means all of the documents evidencing,
securing or delivered in connection with the First Loan, including without
limitation the following:  Term Loan Agreement, Promissory Note, Term Loan
Trust Deed, Assignment of Rents, Security Agreement and Fixture Filing
executed by AASP LLC, the Urban Land Trust Deed, Trust Deed, Assignment of
Rents, Security Agreement and Fixture Filing executed by VB, a security
interest in personal property, UCC-1 financing statements and all other
documents executed in connection with the First Loan.


                                       2
<PAGE>


         "MLBB License Agreement" means the Letter Agreement dated as of
December 22, 1994, amended as of August 25, 1997, by and between Major League
Baseball Properties and AASP, as amended as of the date hereof.

         "NASCAR Agreement" means the License Agreement dated as of August 1,
1995 by and between National Association for Stock Car Auto Racing, Inc. and
AASP, as amended as of the date hereof.

         "Pepsi Agreement" means the Sponsorship Agreement dated as of
December 4, 1997 by and between AASP and the Pepsi-Cola Company, as amended as
of the date hereof.

         "Nevada State Bank" means Nevada State Bank, a Nevada banking
corporation.

         "Second Loan" means the loan from Nevada State Bank to SPLV in the
stated principal amount of $39,055.

         "Second Loan Documents" means all of the documents evidencing,
securing or delivered in connection with the Second Loan, including without
limitation the following:  Business Loan Agreement, Promissory Note,
Commercial Security Agreement, UCC-1 financing statements and all other
documents executed in connection with the Second Loan.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Sierra Agreement" means Lease and Concession Agreement between
All-American Golf LLC, Saint Andrews Golf Corporation, Sierra Sportservice,
Inc. and Sportservice Corporation dated as of September 17, 1997, as amended
as set forth on Exhibit A to this Agreement.

         "Sony Agreement" means the Purchase Agreement dated as of June 2,
1998 with Sony Electronics, Inc.

         "SportPark Agreements" means those leases of personal property
located in or agreements relating to the operation of the SportPark Premises
listed on Exhibit D to this Agreement.

         "SportPark Parties" means, collectively, AASP LLC, SPLV, AAGC, AASP,
SPEN and SPMI.

         "Stockholders Agreement" means the Stockholders Agreement by and
between Urban Land, AASP and AAGC in the form attached as Exhibit E to this
Agreement

         "Urban Parties" means, collectively, Urban and UIL.

         "Zion" means Zion's Credit Corporation, a Utah corporation and an
affiliate of Nevada State Bank.

         "Zion's Lease" means the financing lease from Zion  to SPLV dated
July 17, 1998.




                                       3
<PAGE>


         "Zion's Lease Documents" means all of the documents evidencing,
securing or delivered in connection with the Zion's Lease, including without
limitation the following:  Master Finance Lease No. 7659 dated July 17, 1998,
Trust Deed dated July 17, 1998 executed by VB for the benefit of Zion, UCC-1
financing statements and all other documents executed in connection with the
Zion's Lease.

     2.  SportPark Transactions.  Subject to satisfaction of the conditions
precedent stated in Section 6 below:

         (a)  Termination of SportPark Lease.  The SportPark Lease shall be
terminated effective May 31, 2001 at 12:00 midnight (the "SportPark
Termination Time").  AASP LLC agrees to surrender possession of the SportPark
Premises at the SportPark Termination Time.  AASP LLC and Urban Land shall
execute and record in the real property records a Memorandum of Lease
Termination in the form attached as Exhibit B to this Agreement.  Urban Land
accepts the SportPark Premises "as-is" without warranty or representation or
any obligation of AASP LLC to repair or replace any part of the SportPark
Premises or any improvements or personal property thereon.

         (b)  Termination of Collateral Agreement.  Effective as of the
SportPark Termination Time, the Collateral Assignment is hereby terminated.

         (c)  Release of Liability with respect to Loan and Lease Documents.
Effective as of the SportPark Termination Time, the Urban Parties hereby
release the SportPark Parties and the Boreta Parties from all personal
liability for any obligations under or with respect to  the First Loan and the
First Loan Documents, the Second Loan and the Second Loan Documents, the
Zion's Lease and the Zion's Lease Documents, and all guaranties of any of the
SportPark Parties and the Boreta Parties with respect to any of the foregoing.
Notwithstanding the foregoing or anything to the contrary in this Agreement or
any document executed pursuant to this Agreement, the First Loan, Second Loan,
and Zion's Lease shall remain in effect as nonrecourse obligations, and the
Term Loan Trust Deed, Assignment of Rents, Security Agreement and Fixture
Filing executed by AASP LLC, and the Urban Land Trust Deed shall remain in
effect as liens against the SportPark Premises and the SportPark Lease and all
other security documents (other than the Collateral Assignment) shall remain
in full force and effect; provided, however, that the Urban Parties will
commence no actions against the SportPark Parties or the Boreta Parties, and
will not obtain or enforce any judgments against them, except to enforce such
Deeds of Trust and security agreements against the collateral identified
therein.

         (d)  Personal Property.  AASP LLC agrees to transfer to Urban Land
all leasehold improvements and personal property located on the SportPark
Premises, which improvements and personal property are owned by AASP LLC.
AASP LLC shall deliver to Urban Land a Bill of Sale in the form attached as
Exhibit C hereto

         (e)  Insurance Proceeds.  AASP LLC agrees to deliver to Urban Land an
assignment of, and to pay to Urban Land, all property insurance proceeds which
AASP LLC may receive as a result of casualty arising from vandalism at the
SportPark Premises involving equipment, including without limitation, certain
Charter Equipment, but only to the extent such insurance proceeds are actually
paid to AASP LLC.


                                       4
<PAGE>


         (f)  Sierra Agreement.  Subject to the terms of this Agreement, AASP
LLC hereby assigns to Urban Land all of its rights and obligations as
successor sublessor in connection with the Sierra Agreement but only as it
pertains to the SportPark Premises.  AASP LLC represents and warrants to Urban
Land that the Sierra Agreement has not been amended or modified, except as
described in Exhibit A to this Agreement.  Urban Land hereby assumes all
obligations of AASP LLC as an "Owner" under the Sierra Agreement, as it
pertains to the SportPark Premises.  Urban Land and AASP agree to use
commercially reasonable efforts to enter into new agreements with Sierra
separating obligations relating to the SportPark Premises from those relating
to the Golf Center Premises.

         (g)  Pepsi Agreement.  AASP LLC and AASP hereby assign to Urban Land
all of their rights and obligations in connection with the Pepsi Agreement but
only as it pertains to the SportPark Premises after the SportPark Termination
Time.  Urban Land hereby assumes all obligations under the Pepsi Agreement, as
it pertains to the SportPark Premises, accruing after the SportPark
Termination Time.  Urban Land and AASP agree to use commercially reasonable
efforts to enter into new agreements with Pepsi separating obligations
relating to the SportPark Premises from those relating to the Golf Center
Premises.

         (h)  SportPark Agreements.  AASP LLC and AASP hereby assign to Urban
Land all of their rights and obligations under the SportPark Agreements.  AASP
LLC represents and warrants to Urban Land that AASP LLC has provided to Urban
Land true and correct copies of all such SportPark Agreements.  Urban Land
hereby assumes all obligations of AASP LLC and/or AASP under such SportPark
Agreements accruing after the SportPark Termination Time.

         (i)  MLBB Agreement and NASCAR Agreement.  Urban Land acknowledges
and agrees that it does not have any right or interest in or to the MLBB
Agreement or the NASCAR Agreement or the rights granted thereunder.  Urban
Land and AASP agree to use commercially reasonable efforts to facilitate a
cancellation of the MLBB Agreement and the NASCAR Agreement.  Urban Land
agrees that it will take all actions necessary to avoid a violation of the
terms of MLBB Agreement or the NASCAR Agreement, including without limitation,
removal of all trademarks or servicemarks on the SportPark Premises.

         (j)  Delivery of Documents.  Within two (2) business days after the
SportPark Termination Time, AASP LLC shall deliver to Urban Land (i) the
originals, or copies if originals are not available, of the property insurance
policy covering the SportPark Premises and the SportPark Agreements, (ii)
duplicate originals if available or if not available, copies of the Sierra
Agreement and all amendments and modifications thereto and the Pepsi
Agreement, and (iii) copies of the MLBB Agreement, and the NASCAR Agreement.

     3.  Golf Center Transactions.  Subject to satisfaction of the conditions
precedent stated in Section 6 below:

         (a)  Cancellation of Golf Center Back Rent.  Urban Land agrees to
cancel the obligations of AAGC for the Golf Center Back Rent through and
including April 30, 2001.  Urban Land hereby withdraws the Notice of Default
dated as of May 17, 2001 and acknowledges and agrees that no other defaults
are pending with respect to the Golf Center Lease.


                                       5
<PAGE>


         (b)  Golf  Center May Rent.  Concurrently with the execution of this
Agreement, AAGC agrees to pay in full the May rent obligations of AAGC under
the Golf Center Lease in the amount of Thirty-Three Thousand One Hundred
Seventy-Three and Eight One-Hundredths Dollars ($33,173.08).

         (c)  Future Rent.  This Agreement does not constitute a modification
or forgiveness of any of AAGC's obligations with respect to rent owed under
the Golf Center Lease for periods beginning May 1, 2001.  Tenant shall pay the
May rent in full as provided in Section 3(b) above, and thereafter shall pay
June rent and all future rent under the Lease in a timely manner.

         (d)  Negotiation of Amendment of Golf Center Lease.  Upon Urban
Land's written request, AAGC agrees to enter into good faith negotiations to
amend the Golf Center Lease to release from the Leased Premises (as defined
therein) land not necessary for AAGC's operations sufficient for construction
of a 120-unit motel and/or an office or retail building containing not more
than 10,000 square feet with parking, landscaping, and other facilities as
required by law and as are customary for similar developments; provided
however, the precise size and location of such project and the other terms
relating thereto shall be subject to the approval of AAGC which shall not be
unreasonably withheld or delayed.  Urban Land shall be responsible for any
costs of reconfiguring the golf course in connection with such release.  Any
amendments to the Golf Center Lease shall provide that the Minimum Rent
payable under the Golf Center Lease shall be reduced or increased in
proportion to any reduction or increase in acreage of the Golf Center
Premises.

     4.  AAGC Transactions.  Subject to satisfaction of the conditions
precedent stated in Section 6 below:

           (a)  AAGC Stock.  In consideration of the agreements set forth in
this Agreement, AAGC agrees to issue to Urban Land a stock certificate
evidencing thirty-five percent (35%) of the total issued and outstanding
common shares of AAGC as of the date of this Agreement (the "Urban Land
Shares").  Each stock certificate representing Urban Land Shares shall be
stamped or otherwise imprinted with a legend as provided in the Stockholders
Agreement, in addition to any legend required under applicable state
securities laws.  AAGC represents and warrants that it has issued and has
currently outstanding one hundred shares of common stock (the "AAGC Shares"),
all of which are held by AASP prior to the issuance contemplated by this
Agreement.  AAGC represents and warrants that all AAGC Shares are duly
authorized, validly issued and outstanding and fully paid and non-assessable;
there are no other classes of shares or securities of AAGC which have been
authorized or issued, including but not limited to, any other special shares
or any securities convertible or exchangeable into any capital shares of AAGC,
and no option, warrants or other rights to purchase or subscribe to any
capital shares of AAGC, or securities convertible or exchangeable into any
capital shares of AAGC are presently outstanding, and no authorization
therefor is presently in effect or contemplated.  AAGC represents and warrants
that, upon delivery of the stock certificate evidencing the Urban Land Shares
to Urban Land pursuant to this Agreement, Urban Land shall receive good and
marketable title to Urban Land Shares, free and clear of any pledge, lien,
charge, voting trust agreement or other encumbrance except the Stockholders
Agreement contemplated by this Agreement and applicable securities laws.

         (b)  Stockholders Agreement.  Urban Land, AASP and AAGC agree to
execute and deliver the Stockholders Agreement.

                                       6
<PAGE>


         (c)  Investment Representations.  Urban Land understands that neither
the Urban Land Shares nor the AAGC Shares have been registered under the
Securities Act.  Purchaser also understands that the Urban Land Shares are
being offered and sold pursuant to an exemption from registration contained in
the Securities Act based in part upon Urban Land's representations contained
in this Agreement.  Urban Land hereby represents and warrants as follows:

                (i)  Urban Land Bears Economic Risk.  Urban Land has
substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to AAGC and has the capacity
to protect its own interests.  Urban Land must bear the economic risk of this
investment indefinitely unless the Urban Land Shares are registered pursuant
to the Securities Act, or an exemption from registration is available.  Urban
Land understands that AAGC has no present intention of registering the Urban
Land Shares or any AAGC Shares.  Urban Land also understands that there is no
assurance that any exemption from registration under the Securities Act will
be available and that, even if available, such exemption may not allow Urban
Land to transfer all or any portion of the Urban Land Shares under the
circumstances, in the amounts or at the times Purchaser might propose.

               (ii)  Acquisition for Own Account.  Urban Land is acquiring the
Urban Land Shares for Urban Land's own account for investment only, and not
with a view towards their distribution.

              (iii)  Urban Land Can Protect Its Interest.  Urban Land
represents that by reason of its, or of its management's, business or
financial experience, Urban Land has the capacity to protect its own interests
in connection with the transactions contemplated in this Agreement.  Further,
Urban Land is aware of no publication of any advertisement in connection with
the transactions contemplated in this Agreement.

              (iv)  Accredited Investor.  Urban Land represents that it is an
accredited investor within the meaning of Regulation D under the Securities
Act.

              (v)  AAGC Information.  Urban Land has had an opportunity to
discuss AAGC's business, management and financial affairs with directors,
officers and management of AAGC and has had the opportunity to review the
AAGC's operations and facilities.  Urban Land has also had the opportunity to
ask questions of and receive answers from, AAGC and its management regarding
the terms and conditions of this investment.

             (vi)  Rule 144.  Urban Land acknowledges and agrees that the
Urban Land Shares must be held indefinitely unless they are subsequently
registered under the Securities Act or an exemption from such registration is
available.  Urban Land has been advised or is aware of the provisions of Rule
144 promulgated under the Securities Act as in effect from time to time, which
permits limited resale of shares purchased in a private placement subject to
the satisfaction of certain conditions, including, among other things:  the
availability of certain current public information about AAGC, the resale
occurring following the required holding period under Rule 144 and the number
of shares being sold during any three-month period not exceeding specified
limitations.

                                      7
<PAGE>


            (vii)  Residence.  The office or offices of Urban Land in which
its investment decision was made is located at the address or addresses of
Urban Land at 3271 S. Highland Drive, Suite 709, Las Vegas, Nevada 89109.

     5.  Release of Collateral Stock and Voss Property.  Concurrently with the
execution of this Agreement, the Collateral Assignment shall terminate.  Urban
Land shall deliver to VB, RSB and BEL all stock certificates, stock powers or
other instruments relating to the Collateral Stock.  Urban Land shall execute
and deliver all releases and other documents necessary to terminate and
release all liens or other interests in the Voss Property.

     6.  Conditions Precedent.

         (a)  The obligations of the Urban Parties hereunder are conditioned
upon their receipt, at or before the SportPark Termination Time, of all of the
following:

              (i)  The Memorandum of Lease Termination executed in recordable
form by AASP LLC;

             (ii)  The Bill of Sale executed by AASP LLC;

            (iii)  An Assignment of Insurance Proceeds executed by AASP LLC;

             (iv)  The Golf Center May rent;

              (v)  The Stock Certificate of AAGC evidencing the Urban Land
Shares;

             (vi)  The Stockholders Agreement executed by AASP and AAGC; and

            (vii)  Copies of resolutions of the Board of Directors of AASP and
AAGC, and of the members of AASP LLC, authorizing the transactions
contemplated by this Agreement.

         (b)  The obligations of the SportPark  Parties and the Boreta Parties
hereunder are conditioned upon their receipt, at or before the SportPark
Termination Time, of all of the following:
              (i)  A copy of the Memorandum of Lease Termination executed in
recordable form by Urban Land;

             (ii)  The stock certificates evidencing the Collateral Stock;

             (vi)  The Stockholders Agreement executed by Urban Land; and

            (vii)  Copies of resolutions of the Board of Directors of Urban
Land and UIL, authorizing the transactions contemplated by this Agreement.

     7.  Releases and Indemnities.

         (a)  SportPark Parties and Boreta Parties Release.  Each of the
SportPark Parties and the Boreta Parties, for itself and all of its affiliated
persons or entities, hereby waives and releases the Urban Parties, and the
parent, subsidiary, and affiliated entities of the Urban Parties, and the
shareholders, officers, directors, members, partners, employees, attorneys,
and agents of the Urban Parties, from any Claims in any way related to the

                                       8
<PAGE>



SportPark Lease, the condition or operation of the SportPark Premises prior to
the SportPark Termination Time, the Collateral Assignment, the First Loan and
the First Loan Documents, the Second Loan and the Second Loan Documents, the
Zion's Lease and the Zion's Lease Documents, and all guaranties of any of the
SportPark Parties with respect to any of the foregoing.  Each of the SportPark
Parties and the Boreta Parties, for itself and all of its affiliated persons
or entities, hereby waives and releases the Urban Parties, and the parent,
subsidiary, and affiliated entities of the Urban Parties, and the
shareholders, officers, directors, members, partners, employees, attorneys,
and agents of the Urban Parties, from any Claims (i) in any way related to the
Golf Center Lease or the Golf Center Back Rent and arising prior to the
SportPark Termination Time, and (ii) in any way related to guaranties of any
of the SportPark Parties with respect to the Golf Center Lease.
Notwithstanding the foregoing, the SportPark Parties and the Boreta Parties do
not waive or release any claims or obligations under this Agreement or under
any documents or agreements delivered pursuant to this Agreement.

         (b)  SportPark Parties Indemnity.  Each of the SportPark Parties, for
itself and all of its affiliated persons or entities, hereby indemnifies and
agrees to defend and hold harmless the Urban Parties, and the parent,
subsidiary, and affiliated entities of the Urban Parties, and the
shareholders, officers, directors, members, partners, employees, attorneys,
and agents of the Urban Parties, from any Claims in any way related to (i) the
SportPark Premises or the operation thereof on or before the SportPark
Termination Time other than Claims arising from obligations assumed by the
Urban Parties under this Agreement, (ii) Claims of contractors for work
performed on the SportPark Premises contracted for by any of the SportPark
Parties, provided however, the SportPark Parties shall have the sole right to
defend and settle any such Claims, and (iii) the MLBB Agreement and the NASCAR
Agreement other than Claims arising or accruing from the operation of the
SportPark Premises on or after the SportPark Termination Time.

         (c)  Urban Parties Release.  Each of the Urban Parties, for itself
and all of its affiliated persons or entities, hereby waives and releases (i)
each of the SportPark Parties and the Boreta Parties, and the respective
parent, subsidiary, and affiliated entities of each such Party, and the
shareholders, officers, directors, members, partners, employees, attorneys,
and agents of each of them, from any Claims in any way related to the
SportPark Lease, the condition or operation of the SportPark Premises, the
SportPark Back Rent, the Golf Center Back Rent, the Collateral Assignment, and
(subject to Section 2(c) above) the First Loan and the First Loan Documents,
the Second Loan and the Second Loan Documents, the Zion's Lease and the Zion's
Lease Documents, and all guaranties of any of the SportPark Parties and the
Boreta Parties with respect to any of the foregoing, (ii) each of the
SportPark Parties (other than AAGC and AASP) and the Boreta Parties, and the
respective parent, subsidiary, and affiliated entities of each such Party
other than AAGC and AASP, and the shareholders, officers, directors, members,
partners, employees, attorneys, and agents of each of them other than AAGC and
AASP, from any Claims in any way related to the Golf Center Lease, the Golf
Center Back Rent and all guaranties of any of the SportPark Parties (other
than AAGC and AASP) and the Boreta Parties with respect to the Golf Center
Lease.  Each of the Urban Parties, for itself and all of its affiliated
persons or entities, hereby waives and releases AAGC and AASP, and the parent,
subsidiary, and affiliated entities of AAGC and AASP, and the shareholders,

                                       9
<PAGE>


officers, directors, members, partners, employees, attorneys, and agents of
AAGC and AASP, from any Claims in any way related to the Golf Center Lease or
the Golf Center Back Rent and arising prior to the SportPark Termination Time.
Notwithstanding the foregoing, the Urban Parties do not waive or release any
claims or obligations under this Agreement or under any documents or
agreements delivered pursuant to this Agreement.

         (d)  Urban Parties Indemnity.  Each of the Urban Parties, for itself
and all of its affiliated persons or entities, hereby indemnifies and agrees
to defend and hold harmless each of the SportPark Parties and the Boreta
Parties, and the respective parent, subsidiary, and affiliated entities of
each such Party, and the shareholders, officers, directors, members, partners,
employees, attorneys, and agents of each of them, from any Claims in any way
related to:

              (i)  the SportPark Premises or the operation thereof on or after
the SportPark Termination Time,

             (ii)  the Charter Equipment or the Charter Financial Documents
arising or accruing on or after the SportPark Termination Time,

            (iii)  the Sony Agreement arising or accruing on or after the
SportPark Termination Time,

             (iv)  the SportPark Agreements arising or accruing on or after
the SportPark Termination Time,

              (v)  the Sierra Agreement and all guaranties of any of the
SportPark Parties, the Boreta Parties or Calloway Golf Corporation in respect
of or relating to the Sierra Agreement to the extent pertaining to the
SportPark Premises arising or accruing on or after the SportPark Termination
Time,

             (vi)  all amounts payable pursuant to Section  8.5 of the Sierra
Agreement to the extent pertaining to the SportPark Premises,

            (vii)  the MLBB Agreement, the NASCAR Agreement or the Pepsi
Agreement arising or accruing from the operation of the SportPark Premises on
or after the SportPark Termination Time,

           (viii)  the SportPark Lease, the SportPark Back Rent, the Golf
Center Back Rent, the Collateral Assignment, and (subject to Section 2(c)
above) the First Loan and the First Loan Documents, the Second Loan and the
Second Loan Documents, the Zion's Lease and the Zion's Lease Documents, and
all guaranties of any of the SportPark Parties and the Boreta Parties with
respect to any of the foregoing, and

             (ix)  with respect to each of the SportPark Parties (other than
AAGC and AASP) and the Boreta Parties, and the respective parent, subsidiary,
and affiliated entities of each such Party, and the shareholders, officers,
directors, members, partners, employees, attorneys, and agents of each of them
from any Claims in any way related to the Golf Center Lease and all guaranties
of any of the SportPark Parties (other than AAGC and AASP) and the Boreta
Parties with respect to the Golf Center Lease.


                                       10
<PAGE>


     8.  Consents and Further Assurances.  Notwithstanding anything to the
contrary contained in this Agreement, to the extent that the transfer or
assignment or attempted transfer or assignment of any SportPark Agreement, the
Sierra Agreement or the Pepsi Agreement  would be a violation of any such
agreement or would require any authorizations, approvals, consents or waivers
of third parties and such authorizations, approvals, consents or waivers shall
not have been obtained prior to the SportPark Termination Time, this Agreement
shall not constitute a transfer or assignment or an attempted transfer or
assignment or delivery thereof if any of the foregoing would constitute a
breach of the rights of any third party until such authorization, approval,
consent or waiver is obtained.  Subject to the terms and conditions hereof,
each of the parties hereto agrees to use commercially reasonable efforts to
execute and deliver, or cause to be executed and delivered, all documents and
to take, or cause to be taken, all actions that may be reasonably necessary or
appropriate to effectuate the provisions of this Agreement.

     9.  Miscellaneous

         (a)  Severability.  In the event any provision or part of this
Agreement shall be held to be invalid or unenforceable according to its terms
by any court or tribunal having jurisdiction over the Parties and subject
matter, such holding shall not affect the validity of the other provisions of
this Agreement and all other provisions shall remain in effect notwithstanding
the invalidity of any such provisions.

         (b)  Governing Law.  All questions regarding the construction of this
Agreement, and the rights and liabilities of the Parties hereto shall be
governed by the laws of the State of Nevada without regard to its provisions
regarding conflicts of laws.

         (c)  Assignment.  This Agreement shall not be assigned or transferred
in whole or in part by any Party without the prior written consent of the
other Parties.  Any attempted assignment in contravention of this Agreement
shall be void and of no effect.

         (d)  Entire Agreement.  This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings both written
and oral, with respect to the subject matter hereof.

         (e)  Amendment.  No amendment to this Agreement shall be valid unless
made in writing and signed by the Parties.

         (f)  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.

         (g)  Notices.  All notices required or permitted to be given
hereunder shall be in writing and shall be sent by certified mail, postage
prepaid, and it intended for Tenant it shall be addressed:

     If to SPEN, AASP, AAGC,     Ronald S. Boreta, President
     SPLV, AASP LLC, SPMI, ,     6730 S. Las Vegas Boulevard
     VB, RSB or BEL:             Las Vegas, Nevada 89119
                                 Telephone:  (702) 317-7302
                                 Facsimile:  (702) 309-7407


                                       11
<PAGE>


     With a copy to:             Karen L. Chapman, Esq.
                                 Sherman & Howard L.L.C.
                                 633 17th Street, Suite 3000
                                 Denver, Colorado 80202
                                 Telephone:  (303) 299-8258
                                 Facsimile: (303) 298-0940

     If to Urban Land or UIL:    Theodore B. Lee
                                 Urban Investments, LLC
                                 3271 S. Highland Drive, #704
                                 Las Vegas, Nevada 89109
                                 Telephone:  (702) 369-9595
                                 Facsimile:  (702) 369-2776

     With a copy to:             Stephen B. Yoken, Esq.
                                 Gordon & Silver, Ltd.
                                 3960 Howard Hughes Parkway, 9th Floor
                                 Las Vegas, Nevada 89109
                                 Telephone:  (702) 796-5555
                                 Facsimile: (702) 369-2666

         (h)  Inurement.  Subject to the restrictions against assignment as
herein contained, this Agreement shall inure to the benefit of, and shall be
binding upon, the assigns, successors in interest, personal representatives,
estates, heirs, and legatees of each of the Parties hereto.

         (i)  Further Assurances.  Each Party shall execute and deliver to the
other Party all such other additional documents and instruments as may be
reasonably required by the other Party to implement and evidence the purposes
and intent of the provisions of this Agreement.

         (j)  Arbitration.  Any dispute, claim or controversy between the
Parties arising from or relating to this Agreement shall be settled by binding
arbitration as provided in section 59 of the Golf Park Lease.

         (k)  Attorneys' Fees.  In the event of any controversy, claim or
dispute between the Parties relating to this Agreement or the breach thereof,
the prevailing Party shall be entitled to recover from the other Party
reasonable attorneys' fees and costs.

     IN WITNESS WHEREOF, the Parties, intending to be legally bound, have
executed this Agreement as of the day and year first hereinabove written.

ALL-AMERICAN SPORTPARK, LLC.,           THE ALL-AMERICAN GOLF CENTER,
a Nevada limited liability company      INC., a Nevada corporation

By:  SportPark Management, Inc.,
     Managing Member

     By:/s/ Ronald S. Boreta            By: /s/ Ronald S. Boreta
        Ronald S. Boreta, President     Title:  President





                                       12
<PAGE>



SPORTPARK LAS VEGAS, INC., a Nevada     ALL-AMERICAN SPORTPARK, INC., a
corporation                             Nevada corporation


By:  /s/ Ronald S. Boreta               By: /s/ Ronald S. Boreta
Title:  President                       Title:  President and CEO




SPORTS ENTERTAINMENT ENTERPRISE,        BORETA ENTERPRISES, LTD., a Nevada
INC., a Nevada corporation              limited liability company



By: /s/ Vaso Boreta                     By: /s/ Ronald S. Boreta
Title:  President                           Ronald S. Boreta, General Manager

URBAN LAND OF NEVADA, INC., a
Nevada corporation                      /s/ Ronald S. Boreta



By: /s/ Theodore B. Lee                 /s/ Vaso Boreta
  Theodore B. Lee, President


URBAN INVESTMENTS LLC., a Nevada        SPORTPARK MANAGEMENT, INC., a
limited liability company               Nevada corporation


By: /s/ Theodore B. Lee                 By:  /s/ Ronald S. Boreta
Title:  Manager                         Title:  President























                                       13
<PAGE>



                                   EXHIBIT A

                                SIERRA AGREEMENT


     1.  Lease and Concession Agreement between All-American Golf LLC and
Saint Andrews Golf Corporation and Sierra Sportservice, Inc. and Sportservice
Corporation dated as of September 17, 1997

     2.  Agreement dated as of May 5, 1998 between All-American Golf LLC,
Saint Andrews Golf Corporation, Callaway Golf Company, Sierra Sportservice,
Inc. and Sportservice Corporation

     3.  Memorandum of Lease and Concession Agreement dated as of September
17, 1997 between Saint Andrews Golf Corporation and All-American Golf LLC, and
Sierra Sportservice, Inc.

     4.  Subordination, Non-Disturbance and Attornment Agreement dated as of
September 17, 1997 by and among Urban Land of Nevada, Saint Andrews Golf
Corporation, All-American Golf, LLC and Callaway Golf Company and Sierra
Sportservice, Inc.

     5.  Amendment to Lease and Concession Agreement dated as of March 1, 1998
by and between All-American Golf, LLC, Saint Andrews Golf Corporation and
Sierra Sportservice, Inc. and Sportservice Corporation.

     6.  Second Amendment to Lease and Concession Agreement dated as of
September 3, 1998 by and between All-American Golf, LLC, Saint Andrews Golf
Corporation and Sierra Sportservice, Inc. and Sportservice Corporation

     7.  Letter from Burton Greenspon to Ron Boreta dated October 21, 1998.



























<PAGE>


                                   EXHIBIT B

                     SPORTPARK MEMORANDUM OF LEASE TERMINATION

Recording Requested By
and When Recorded Mail To:
Stephen B. Yoken, Esq.
Gordon & Silver, Ltd.
3960 Howard Hughes Parkway
9th Floor
Las Vegas, Nevada 89109                Assessor's Parcel No. 177-04-101-008

                        MEMORANDUM OF LEASE TERMINATION

     This Memorandum of Lease Termination is made as of May 30, 2001, by ALL
AMERICAN SPORTPARK, LLC, a Nevada limited liability company ("Tenant") with
offices at 6730 S. Las Vegas Boulevard, Las Vegas, Nevada 89119 and URBAN LAND
OF NEVADA, INC., a Nevada corporation ("Landlord") with offices at 3271 S.
Highland Drive, Suite 709, Las Vegas, Nevada 89109.

     Landlord entered into a certain Lease Agreement dated June 13, 1997 (the
"Lease") with All-American SportPark, Inc. pertaining to a certain parcel of
23.61 acres of land.  A Memorandum of Lease was recorded in the Official
Records of Clark County, Nevada, on June 23, 1997, in Book 970623 as
Instrument No. 00042.  Tenant is the successor lessee under the Lease under
Assignment and Assumption Agreement dated September 16, 1998 and recorded in
the Official Records on September 18, 1998 in Book 980918 as Document No.
01077.  Landlord and Tenant have agreed that the Lease shall be terminated
effective May 31, 2001 at 12:00 midnight.

ALL AMERICAN SPORTPARK, LLC, a          URBAN LAND OF NEVADA, INC., a
Nevada limited liability company        Nevada Corporation

By: SportPark Management, Inc.,
    Managing Member
                                        /s/ Theodore B. Lee
                                        Theodore B. Lee, President
By: /s/ Ronald S. Boreta
    Ronald S. Boreta, President

STATE OF NEVADA  )
                 )  ss.
CLARK COUNTY     )

     This instrument was acknowledged before me on May 31, 2001, by Ronald S.
Boreta as President of SportPark Management, Inc., as Managing Member of All
American SportPark, LLC.

                                         /s/ Cara Brunette
                                         Notary Public







                                       2
<PAGE>


STATE OF NEVADA  )
                 )  ss.
CLARK COUNTY     )

     This instrument was acknowledged before me on May 30, 2001 by Theodore B.
Lee as President of Urban Land of Nevada, Inc.

                                         /s/ Carolyn E. Wright
                                         Notary Public

















































                                       3
<PAGE>

                                  EXHIBIT C

                            SPORTPARK BILL OF SALE


                          BILL OF SALE AND ASSIGNMENT

     For good and valuable consideration, the receipt of which is hereby
acknowledged, ALL AMERICAN SPORTPARK, LLC, a Nevada limited liability company
("Seller"), does hereby, sell, assign, transfer and convey to URBAN LAND OF
NEVADA, INC., a Nevada corporation ("Buyer"):

     1.  all tangible personal property of Seller, if any (the "Personal
Property"), located on and used in connection with the operation of the
improvements on the real property located in the County of Clark, State of
Nevada, as more particularly described on Exhibit A attached hereto (the "Real
Property"), and

     2.  any rights Seller may have in connection with contracts related to
the Real Property, and the Personal Property, including any leases of personal
property, insurance policies and the proceeds of all claims thereunder,
subleases, and concession agreements ("Contract Rights").

     Buyer accepts such Personal Property and Contract Rights "AS-IS" and
"WITH ALL FAULTS" and subject to any existing liens and encumbrances.  Seller
specifically disclaims all express or implied warranties regarding the
existence or condition of, or title to, such Personal Property and Contract
Rights, including without limitation the implied warranties of merchantability
and suitability for a particular purpose.

     Date:  May 31, 2001.

ALL-AMERICAN SPORTPARK, LLC, a
Nevada limited liability company

By:  SportPark Management, Inc., Managing
     Member


     By: /s/ Ronald S. Boreta
        Ronald S. Boreta, President
















<PAGE>


                                  EXHIBIT D

                             SPORTPARK AGREEMENTS

Charter Financial Documents

Logos Plus Coin Operated Locker Agreement

Nevada Pay Phone Lease Agreement

Sony Agreement

Phone System Lease

Radio Lease










































<PAGE>






                                  EXHIBIT E

                         AAGC STOCKHOLDERS AGREEMENT

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex-102.txt
<DESCRIPTION>AASP EXHIBIT 10.2 TO 8-K DTD 6/1/01
<TEXT>

                           STOCKHOLDERS AGREEMENT

     STOCKHOLDERS AGREEMENT (the "Agreement") dated as of  May 29, 2001 by and
among the ALL-AMERICAN GOLF CENTER, INC., a Nevada corporation (the
"Corporation"), URBAN LAND OF NEVADA, INC., a Nevada corporation ("ULN"), and
ALL-AMERICAN SPORTPARK, INC., a Nevada corporation ("AASP")

                             Factual Background

     The Corporation is authorized to issue 2,500 shares of Capital Stock, no
par value (the "Capital Stock").  ULN and AASP are the only stockholders of
the Corporation.  The parties hereto deem it in the best interests of the
Corporation to provide for continuity in the control and operation of the
Corporation as herein provided.

                                 Agreement

     1.  General.

         (a)  Certain Defined Terms.  The capitalized terms set forth below
shall have the following meanings:

         "Affiliate" means with respect to any person or entity, any of the
corporate parents of such person or entity, any of the subsidiaries of such
person or entity, and any other person or entity which directly or indirectly
controls, is controlled by or is under common control with such person or
entity, which shall include any general or limited partner in the case of a
limited partnership or any manager or member in the case of a limited
liability company.  For purposes hereof, the terms "control" and "controlled
by" mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a person or entity,
whether through the ownership of voting securities, by contract (written or
oral) or otherwise.

         "Business Day" means any day (other than a day which is a Saturday,
Sunday or legal holiday in the State of Nevada) on which banks are open for
business in the city of LasVegas.

         "Capital Stock" means Capital Stock and any other capital stock of
the Corporation and any warrants, options, securities convertible into or
exchangeable for or other rights to acquire or entitlements to receive Capital
Stock or other capital stock of the Corporation.

         "Event of Default" means a payment default which has not been cured
after written notice and the expiration of all grace periods provided in that
certain Lease Agreement made and entered into as of June 13, 1997 by and
between Urban Land, as Urban Land and All-American Golf Center, LLC, a
California limited liability company, as amended by Amendment to Lease
Agreement and Amendment to Memorandum of Lease dated September 17, 1997, and
assigned to the Corporation pursuant to a certain Assignment of Ground Lease
dated December 30, 1998, whereby Urban Land leased to the Corporation certain
"Leased Premises" consisting of approximately 41.37 acres as defined therein.

         "Person" means an individual or a corporation, limited liability
company, partnership, trust, incorporated or unincorporated association, joint
venture, joint stock company or any other entity or organization, including a
government or political subdivision or any agency or instrumentality thereof.

<PAGE>


         "Stockholders" means, subject to Section 7 hereof, ULN and AASP
collectively.

         "Subsidiary" of any person or entity means any corporation,
partnership, limited liability company, trust, joint venture, association or
other business entity of which more than 50% of the total voting power of
shares of stock or other interests therein entitled to vote in the election of
members of the governing body thereof is at the time owned or controlled,
directly or indirectly, by such person or entity or one or more of the other
Subsidiaries of such person or entity or a combination thereof.

         (b)  Reorganization, etc. The provisions of this Agreement shall
apply mutatis mutandis to any shares or other securities resulting from any
stock split or reverse split, stock dividend, reclassification of the Capital
Stock, consolidation, merger or reorganization of the Corporation, and any
shares or other securities of the Corporation or of any successor company
which may be received by any of the Stockholders (and/or their respective
successors, permitted assigns, legal representatives and heirs) by virtue of
such Investor's ownership of Capital Stock.

     2.  Restrictions on Transfer of Capital Stock.  No Capital Stock shall be
sold, assigned, bequeathed, devised, transferred or pledged, except as
permitted under this Agreement.

     3.  Voting Rights.

         (a)   Observer Rights.  The Corporation shall make available to a
person designated by ULN (an "Observer") non-voting observation rights with
respect to all meetings of the Corporation's Board of Directors held on or
after the date of this Agreement for as long as ULN holds at least 25% of the
shares of Capital Stock of the Corporation.  Each Observer shall be entitled
to receive copies of all notices, minutes, consents, and other materials that
the Corporation provides to its directors at the same time such materials are
distributed to the directors of the Corporation; provided, however, that such
Observer shall agree to hold in confidence and trust and to act in a fiduciary
manner with respect to all information so provided.

         (b)  Board of Directors.  (i) Each of the Stockholders covenants and
agrees that in any election of directors of the Corporation, including by
written consent, they shall vote all voting Capital Stock of the Corporation
owned or controlled by them in favor of a Board of Directors of the
Corporation comprised of not more than five (5) directors.  Prior to the
occurrence and continuance of an Event of Default, each of the Stockholders
covenants and agrees that in any election of directors of the Corporation,
including by written consent, they shall vote all voting Capital Stock of the
Corporation owned or controlled by them in favor of directors designated by
AASP.  After the occurrence and during the continuance of an Event of Default,
each of the Stockholders covenants and agrees that in any election of
directors of the Corporation, including by written consent, they shall vote
all voting Capital Stock of the Corporation owned or controlled by them in
favor of four directors designated by AASP and one director designated by ULN;
provided that the right of ULN to designate directors shall terminate if ULN
ceases to own at least 25% of the outstanding Capital Stock of the
Corporation.


                                     2
<PAGE>


               (ii)  After the occurrence and during the continuance of an
Event of Default, the Corporation and the Stockholders covenant and agree that
any committee of the Board of Directors of the Corporation shall contain one
designee of ULN, so long as ULN is entitled to designate a director under
Subsection (b)(i).

              (iii)  In the event that any vacancy in the Board of Directors
of the Corporation occurs for any reason, each of the Stockholders covenants
and agrees to vote all shares of voting Capital Stock of the Corporation owned
or controlled by them and the Corporation agrees to otherwise use its
reasonable best efforts to fill the vacancy, in such a manner that the Board
of Directors of the Corporation will include the directors designated in
accordance with the provisions of subsection (b)(i) above.  In addition to the
foregoing, after the occurrence and during the continuance of an Event of
Default, in the event that at any time ULN determines to replace or remove its
designee to the Board of Directors of the Corporation, each of the
Stockholders agrees to vote all shares of voting Capital Stock of the
Corporation owned or controlled by them for such replacement or removal and
for the replacement designee of ULN to the Board of Directors of the
Corporation, in accordance with the terms of this Section 3.  After the
occurrence and during the continuance of an Event of Default, the Corporation
hereby agrees to cause such designated candidates and replacements to be
elected to its Board of Directors and any committees of the Board of Directors
of the Corporation.

         (c)  In any election of directors of the Corporation, the Corporation
hereby agrees to recommend for election the director, if any, that ULN is
entitled hereunder to designate at the time of such election.

         (d)  Notwithstanding the foregoing, ULN may, in its sole discretion,
terminate its right to designate directors pursuant to Section 3(b) above by
written notice to the Corporation.

         (e)  Each of the Stockholders covenants and agrees that in any other
matters voted upon by the shareholders of the Corporation, including by
written consent, they shall vote all voting Capital Stock of the Corporation
owned or controlled by them in the manner designated by AASP.

         (f)  The Corporation and the Stockholders hereby covenant and agree
to cause the By-Laws of the Corporation to be expressly subject to the
provisions of this Section 3.

     4.  Right of First Refusal.

         (a)  Whenever and as often as any Investor (the "Selling
Stockholder") desires to sell any shares of the Capital Stock pursuant to a
bona fide offer for the purchase thereof in a private transaction, the Selling
Stockholder shall give written notice (the "Notice") to the other Stockholders
(each, an "Offeree" and collectively, the "Offerees") in writing to such
effect, enclosing a copy of such bona fide offer (it being agreed that the
Selling Stockholder shall cause any such offer to be reduced to a writing
between the Selling Stockholder and the prospective purchaser) and specifying
the number of shares of Capital Stock which the Selling Stockholder desires to
sell (collectively, the "Seller's Shares"), the name of the Person or Persons
to whom the Selling Stockholder desires to make such sale (who may not be a
direct competitor of the Corporation or an Affiliate thereof) and the dollar

                                     3
<PAGE>

value of the consideration which has been offered in connection therewith.
Upon receipt of the Notice, the Offerees initially shall have the first right
and option to purchase all of the Seller's Shares, pro rata according to their
respective holdings of Capital Stock, at a purchase price equal to the dollar
value of such consideration, exercisable for a period of 30 days from the date
of receipt of the Notice.  Failure of any Offeree to respond to the Notice
within the applicable 30-day period shall be deemed to constitute a
notification to the Selling Stockholder of such Offeree's decision not to
exercise the first right and option to purchase the Seller's Shares under this
Section 4(a).  In such event (and in the event that an Offeree shall notify
the Selling Stockholder of such Offeree's decision not to exercise its first
right and option) the Selling Stockholder shall give written notice to each of
the other Offerees who have agreed to purchase its pro rata share of the
Seller's Shares and each such Offeree shall have the right, exercisable for a
period of five Business Days from the date of receipt of such notice, to
purchase the remaining Seller's Shares, as provided above, for the
consideration equal to the dollar value of the consideration offered for such
Seller's Shares as set forth in the Notice, pro rata according to such
Offeree's holdings of Capital Stock.  This process shall be repeated until one
or more such Offerees have agreed, or no one or more such Offerees have
agreed, to accept the offer with respect to all of the Seller's Shares.
Failure of any such Offeree to respond to such notice within the five Business
Day period shall be deemed to constitute a notification to the Selling
Stockholder of such Offeree's decision not to exercise the first right and
option to purchase the remaining Seller's Shares under this Section 4(a).

         (b)  The Offerees may exercise the right and option provided in
Section 4(a) above by giving written notice to the Selling Stockholder and the
Corporation not later than the close of business on the date of expiration of
such right and option (or if such date is not a Business Day, then on or
before the close of business on the next succeeding Business Day), advising of
the election to exercise the same and the date (not later than 30 days from
the date of expiration of all applicable first right and options to purchase
the Seller's Shares under this Section 4) upon which payment of the purchase
price for the Seller's Shares shall be made; provided that upon the request of
the Offerees, the Selling Stockholder shall extend such 30-day period for up
to an additional 30 days, provided that the Selling Stockholder shall have
been provided with evidence satisfactory to him that the Offerees have
sufficient financing committed and available to them, and are otherwise able,
to consummate the transactions contemplated hereby.  The Selling Stockholder
shall cause to be delivered to the Offeree(s) at the Corporation's principal
executive office, on the payment date specified in such notice, the
certificate or certificates representing the Seller's Shares, properly
endorsed for transfer together with all necessary transfer stamps affixed
thereto, against payment of the purchase price therefor by the Offeree(s) in
immediately available funds in the case of the cash portion of such purchase
price.

         (c)  In the event that all of the Seller's Shares are not purchased
by the Offerees hereunder, the Selling Stockholder shall then offer the
Corporation the right and option to purchase the balance of the Seller's
Shares at the same purchase price and, subject to subsection (a) above, on the
same terms as offered to the Offerees.  Failure of the Corporation to respond
to such notice within a ten-day period from the date of receipt of such offer
shall be deemed to constitute a notification to the Selling Stockholder of the
Corporation's decision not to exercise the right and option to purchase the

                                     4
<PAGE>

Seller's Shares under this Section 4(c).  Any designee of the Selling
Stockholder pursuant to Section 3 on the Board of Directors of the Corporation
shall not participate in the Corporation's decision whether or not to exercise
the right and option to purchase the Seller's Shares under this Section 4(c).

         (d)  The Corporation may exercise the right and option provided in
Section 4(c) by giving written notice to the Selling Stockholder not later
than the close of business on the date of expiration of such right and option
(or if such date is not a Business Day, then on or before the close of
business on the next succeeding Business Day), advising of the election to
exercise the same and the date (not later than 30 days from the date of such
notice) upon which payment of the purchase price for the Seller's Shares shall
be made; provided that upon the request of the Corporation, the Selling
Stockholder shall extend such 30-day period for up to an additional 30 days,
provided that the Selling Stockholder shall have been provided with evidence
satisfactory to it that the Corporation has sufficient financing committed and
available to it, and is otherwise able, to consummate the transactions
contemplated hereby.  The Selling Stockholder shall cause to be delivered to
the Corporation's principal office, on the payment date specified in such
notice, the certificate or certificates representing the Seller's Shares being
purchased by the Corporation, properly endorsed for transfer together with all
necessary transfer stamps affixed thereto, against payment of the purchase
price therefor by the Corporation, subject to subsection (a) above, in
immediately available funds.

         (e)  If all the Seller's Shares are not purchased by the Offerees
and/or the Corporation in accordance with this Section 4, the Selling
Stockholder (i) shall not be required to sell any of the Seller's Shares to
the Offerees or to the Corporation and (ii) may, during the 60-day period
commencing on the expiration of the rights and options provided for in
subsections (a) through (d) of this Section 4, sell all (but not less than
all) of the Seller's Shares to the transferee named in the Notice for a
consideration the dollar value of which is equal to or greater than the dollar
value of the consideration specified in the Notice, free of the restrictions
contained in Section 4 of this Agreement (but subject to the other terms and
conditions hereof).

     5.  Information Rights.  (a) The Corporation shall deliver to each
Investor (the "Major Holders") which holds, together with its Affiliates, an
aggregate of at least twenty-five percent (25%) of the outstanding shares of
Capital Stock of the Corporation:

              (i)  as soon as practicable, but in any event within 120 days
after the end of each fiscal year of the Corporation commencing with the
fiscal year ending December 31, 2001 a consolidated balance sheet and
statements of operations and cash flow for such fiscal year.  Such year-end
financial reports shall be in reasonable detail, prepared in accordance with
generally accepted accounting principles ("GAAP");

             (ii)  within 45 days of the end of each quarter in each fiscal
year of the Corporation, an unaudited consolidated balance sheet and
statements of operations and cash flow for and as of the end of such quarter
and for the period commencing at the end of the previous fiscal year and
ending with the end of such quarter, setting forth in each case in comparative
form the corresponding figures for the corresponding period of the preceding


                                     5
<PAGE>

fiscal year, and including comparisons to quarterly budgets, all in reasonable
detail and prepared in accordance with GAAP, subject to year end audit
adjustments and the absence of footnotes;

            (iii)  not less than 45 days prior to the end of each fiscal year,
an operating budget forecasting the Corporation's revenues, expenses, cash
position, balance sheet, statements of operations and cash flow on a
month-to-month basis for the next fiscal year and any other budgets or revised
budgets prepared by the Corporation.

     6.  Right of First Offer.

         (a)  The Corporation hereby grants, on the terms set forth in this
Section 6, to each Investor who holds at least 25% of the outstanding Capital
Stock of the Corporation the right of first offer to purchase such Investor's
pro rata share of the New Securities (as defined in Section 6(b)) which the
Corporation may, from time to time, propose to sell and issue.  Such
Stockholders may purchase said New Securities on the same terms and at the
same price at which the Corporation proposes to sell the New Securities.  The
pro rata share of each Investor, for purposes of this right of first offer, is
(except as set forth in Section 6(c) below) the ratio of the total number of
shares of Capital Stock held by such Investor, to the total number of shares
of Capital Stock outstanding immediately prior to the issuance of the New
Securities.

         (b)  "New Securities" shall mean any capital stock of the
Corporation, whether now authorized or not, and any rights, options or
warrants to purchase said capital stock, and securities of any type whatsoever
that are, or may become, convertible into said capital stock; provided that
"New Securities" does not include (i) securities offered pursuant to a
registration statement filed under the Securities Act of 1933, as amended,
(ii) securities issued pursuant to the bona fide acquisition of another
corporation by the Corporation by merger, purchase of substantially all of the
assets or other reorganization, (iii) all shares of Capital Stock or other
securities hereafter issued or issuable to officers, directors, employees or
consultants of the Corporation pursuant to any employee or consultant stock
offering, plan or arrangement approved by the Board of Directors of the
Corporation; and (iv) all shares of Capital Stock or other securities issued
to suppliers or lenders or issued in connection with equipment leasing or
equipment financing arrangements.

         (c)  In the event the Corporation proposes to undertake an issuance
of New Securities, it shall give to the Stockholders written notice (the
"Notice") of its intention, describing the type of New Securities, the price,
the terms upon which the Corporation proposes to issue the same, and a
statement as to the number of days from receipt of such Notice within which
the Stockholders must respond to such Notice.  The Stockholders shall have 20
days from the date of receipt of the Notice to purchase any or all of the New
Securities for the price and upon the terms specified in the Notice by giving
written notice to the Corporation and stating therein the quantity of New
Securities to be purchased and forwarding payment for such New Securities to
the Corporation if immediate payment is required by such terms, or in any
event no later than 20 days after the date of receipt of the Notice.  The
Corporation shall promptly, in writing, inform each Investor that elects to
purchase all the shares available to it (a "Fully-Exercising Investor") of any


                                     6
<PAGE>

other Investor's failure to do likewise.  During the 15 day period commencing
after such information is given, each Fully-Exercising Investor may elect to
purchase that portion of the New Securities for which the Stockholders were
entitled to subscribe but which were not subscribed for by the Stockholders
that is equal to the proportion that the number of shares of Capital Stock
issued and held by such Fully-Exercising Investor bears to the total number of
shares of Capital Stock issued and held by all Fully-Exercising Stockholders
who wish to purchase some of the unsubscribed shares.

         (d)  In the event the Stockholders fail to exercise in full the right
of first refusal within said 20 day period, the Corporation shall have 90 days
thereafter to sell or enter into an agreement (pursuant to which the sale of
New Securities covered thereby shall be closed, if at all, within 30 days from
date of said agreement) to sell the New Securities respecting which the
Stockholders' rights were not exercised, at a price and upon terms no more
favorable to the purchasers thereof than specified in the Notice.  In the
event the Corporation has not sold the New Securities within said 90 day
period (or sold and issued New Securities in accordance with the foregoing
within 30 days from the date of said agreement) the Corporation shall not
thereafter issue or sell any New Securities without first offering such
securities to the Stockholders in the manner provided above.

     7.  Restrictions on Transfer.  Each Stockholder agrees not to make any
disposition of all or any portion of the its Capital Stock unless and until:

         (a)  There is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or

         (b)  (i) The transferee has agreed in writing to be bound by the
terms of this Agreement, (ii) such Stockholder shall have complied with
Section 4 of this Agreement, and (iii) if reasonably requested by the
Corporation, such Stockholder shall have furnished the Corporation with an
opinion of counsel, reasonably satisfactory to the Corporation, that such
disposition will not require registration of such shares under the Securities
Act.

         (c)  Any transferee of Capital Stock who becomes such in compliance
with the foregoing provisions of this Section 7 shall be deemed an Investor
for purposes of this Agreement.

     8.  Equitable Relief.  The parties agree that legal remedies may be
inadequate to enforce the provisions of this Agreement and that equitable
relief, including specific performance and injunctive relief, may be used to
enforce the provisions of this Agreement.

     9.  Legends on Certificates.  During the term of this Agreement, each
certificate or other document representing Capital Stock shall contain upon
its face or upon the reverse side thereof a legend to the following effect:

              THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  SUCH SHARES MAY NOT BE
OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR OF AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION AND COUNSEL FOR THE CORPORATION TO THE EFFECT
THAT SUCH REGISTRATION IS NOT REQUIRED.

                                     7
<PAGE>


              THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO A STOCKHOLDERS AGREEMENT (THE "STOCKHOLDERS AGREEMENT") DATED AS OF MAY 29,
2001 BY AND AMONG THE CORPORATION AND THE OTHER PARTIES SET FORTH ON THE
SIGNATURE PAGES THERETO, A COPY OF THE STOCKHOLDERS AGREEMENT BEING ON FILE IN
THE OFFICE OF THE SECRETARY OF THE CORPORATION.

     Each Investor hereby covenants and agrees that to the extent the
certificates for shares of Capital Stock of the Corporation held by it do not
contain the foregoing legends, such Investor shall promptly surrender each
such certificate to the Corporation for the placement of such legends thereon.
Each Investor further consents to the Corporation making a notation on its
records and giving instructions to any transfer agent of the Capital Stock in
order to implement the restrictions on transfer established in this Agreement.

    10.  Confidentiality.  (a) Each of the Stockholders hereby agrees that all
information (the "Confidential Information") furnished to or made available to
such Investor relating to the Corporation's trade secrets, products, financial
information and other confidential or proprietary information relating to the
business or operations of the Corporation shall be kept confidential and shall
not, without the prior written consent of the Corporation, be disclosed by
such Investor in any manner whatsoever, in whole or in part other than (i) to
its employees, agents, attorneys, auditors, accountants, Affiliates or other
representatives who are advised of the requirements of this Section 10, (ii)
in connection with any litigation concerning this Agreement or the matters
contemplated hereby, (iii) as required by law or court order, and (iv) to
prospective transferees; provided, however, that as a condition precedent to
any such provision of information to any such prospective transferee (which
shall not be a direct competitor of the Corporation or any Affiliate thereof),
such prospective transferee shall agree for the benefit of the Corporation to
be subject to this Section 10 with respect to all Confidential Information,
all in an agreement executed and delivered to the Corporation prior to the
delivery of any such information).

         (b)  For purposes of this Section 10, Confidential Information shall
not include any information which:  (i) is generally available to the public
other than as a result of disclosure by the Investor in violation of this
Agreement, (ii) was available to the Investor on a non-confidential basis
prior to disclosure to the Investor by the Corporation or (iii) becomes
available to the Investor on a non-confidential basis from a source other than
the Corporation, which source, to the knowledge of the Stockholders, is not
otherwise bound by a confidentiality agreement with the Corporation.

         (c)  Each Investor agrees that because the remedy at law for any
breach of the provisions of this Section 10 would be inadequate, such Investor
hereby consents, in case of any such breach, to the granting by any court of
competent jurisdiction of specific enforcement, including, but not limited to,
pre-judgment injunctive relief, of such provisions, without the necessity of
showing any actual damage or that money damages would not afford an adequate
remedy and without the necessity of posting any bond or other security.  Such
remedies shall not be deemed to be the exclusive remedies for a breach of the
provisions of this Section 10 by such Investor but shall be in addition to all
other remedies available at law or equity.




                                     8
<PAGE>

    11.  Termination.  All rights and obligations created by this Agreement
shall terminate upon the earlier to occur of (a) the written agreement of
holders of the Capital Stock who hold in the aggregate more than 80% of the
shares of the Capital Stock and (b) the acquisition by a single acquirer of
all of the issued and outstanding shares of Capital Stock.

    12.  Notices.  All notices and other communications given to or made upon
any party hereto in connection with this Agreement shall, except as otherwise
expressly herein provided, be in writing (including telecopied, telexed or
telegraphic communication delivered during normal business hours) and mailed,
telecopied, telexed, telegraphed, sent by Federal Express or other nationally
recognized overnight courier service or personally delivered to the respective
parties, as follows:

         (1)  If to the Corporation:

                   Ronald S. Boreta, President
                   6730 S. Las Vegas Boulevard
                   Las Vegas, Nevada 89119
                   Telephone:  (702) 317-7302
                   Facsimile:  (702) 309-7407

         (2)  If to any of the Stockholders:

                   At the address set forth opposite their
                   respective names on the signature page hereof

or in accordance with any subsequent written direction from the recipient
party to the sending party.  All such notices and other communications shall,
except as otherwise expressly herein provided, be effective upon delivery if
delivered by hand or by Federal Express or other nationally recognized courier
service, three Business Days after deposit in the mail, postage prepaid, in
the case of mail, and in the case of telecopy or telex, when received, or in
the case of telegraph, when delivered to the telegraph company, charges
prepaid.

    13.  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.

    14.  Entire Agreement.  This Agreement contains the entire agreement among
the parties hereto with respect to the subject matter hereof.  All of the
parties hereto agree that this Agreement may be amended or modified or any
provision hereof may be waived by a written agreement among the Stockholders
holding more than 80% of the shares of Capital Stock then held by all
Stockholders.  This Agreement supersedes all prior understandings,
negotiations and agreements relating to the subject matter hereof.

    15.  Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada applicable to agreements made
and to be performed entirely within such State, without regard to the conflict
of laws principles of such State.





                                     9
<PAGE>

    16.  Jurisdiction; Waiver of Trial by Jury.  THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY NEVADA STATE OR UNITED STATES
FEDERAL COURT SITTING IN THE CITY OF LAS VEGAS OVER ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND HEREBY IRREVOCABLY AGREE
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH STATE OR FEDERAL COURT.  THE PARTIES AGREE THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.  THE PARTIES FURTHER WAIVE TRIAL BY JURY, ANY OBJECTION TO
VENUE IN SUCH STATE AND ANY OBJECTION TO ANY ACTION OR PROCEEDING IN SUCH
STATE ON THE BASIS OF FORUM NON CONVENIENS.  THE PARTIES FURTHER AGREE THAT
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE
BROUGHT ONLY IN A NEVADA STATE OR UNITED STATES FEDERAL COURT SITTING IN THE
CITY OF LAS VEGAS.

    17.  Headings.  The headings in this Agreement are solely for convenience
of reference and shall not affect the interpretation of any of the provisions
hereof.

    18.  Severability.  If any provision herein contained shall be held to be
illegal or unenforceable, such holding shall not affect the validity or
enforceability of the other provisions of this Agreement.

    19.  Binding Effect.  Subject to Section 7 hereof, this Agreement shall be
binding upon and inure to the benefit of the Corporation, each Investor, and
each of their respective executors, administrators, legal representatives,
heirs, successors and assigns.

    20.  Construction.  The parties hereto agree that this Agreement is the
product of negotiations between sophisticated parties and individuals, all of
whom were represented by counsel, and each of whom had an opportunity to
participate in, and did participate in, the drafting of each provision hereof.
Accordingly, ambiguities in this Agreement, if any, shall not be construed
strictly or in favor of or against any party hereto but rather shall be given
a fair and reasonable construction without regard to the rule of contra
proferentum.

    21.  Gender and Number.  Words used in this Agreement, regardless of the
gender and number specifically used, shall be deemed and construed to include
any other gender, masculine or feminine or neuter, and any other number,
singular or plural, as the context requires.

     IN WITNESS WHEREOF, the parties hereto have caused this Stockholders
Agreement to be executed as of the date first above written.

URBAN LAND OF NEVADA, INC., a         THE ALL-AMERICAN GOLF CENTER,
Nevada corporation                    INC., a Nevada corporation


By:/s/ Theodore B. Lee                By:/s/ Ronald S. Boreta

    Theodore B. Lee, President

Address:
3271 S. Highland Drive, #704
Las Vegas, Nevada 89109

                                     10
<PAGE>

THE ALL-AMERICAN GOLF CENTER, INC.,
a Nevada corporation



By:/s/ Ronald S. Boreta
   Ronald S. Boreta, President

Address:
6730 S Las Vegas Boulevard
Las Vegas, Nevada 89119


























                                     11


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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