CONSULTING AGREEMENT

This agreement is made as of August 27, 1996,  between and among Debbie Reynolds
Management  Co. ( the COMPANY),  having its principal  address at 305 Convention
Center Drive, Las Vegas, NV 89109, and Royce Warren ( CONSULTANT),  WHEREAS, the
COMPANY desires to retain the services of CONSULTANT.

NOW THEREFORE,  in consideration of the mutual covenants herein  contained,  the
parties hereto agree to the following:

      1. Retention as  Consultant.  The COMPANY hereby retains the CONSULTANT as
an independent contractor to render services on an advisory and consultant basis
with  respect to  various  matters  relating  to the  casino  operations  of the
COMPANY.  CONSULTANT  shall perform such  consulting  services as are reasonably
requested from time to time by the COMPANY.

      2. Term. The term of the CONSULTANT'S  retention  hereunder shall be for a
term of months and shall  commence  on the date  hereof.  This  agreement  shall
continue in force for the initial term indicated, subject to the right of either
party to terminate it upon sixty (60) days with written notice to the other. The
CONSULTANT  shall be  compensated  in  accordance  with this  Agreement  for the
services rendered and qualified expenses incurred prior to the effective date of
notice of termination.  Unless notified otherwise, this Agreement shall renew on
a month to month basis upon the expiration of the initial term indicated.

      3.          Payment for Services, Expenses. For services rendered pursuant
to this agreement, the COMPANY shall pay to the CONSULTANT the compensation and
expenses set forth in Exhibit "A", attached hereto. All compensation and
expenses incurred will be billed monthly.  Payment is due at the address 
appearing on the invoice within thirty (30) days.

        4. Confidential Information.  CONSULTANT shall not disclose to any third
parties, without the prior consent of the COMPANY, any information designated by
the COMPANY as  confidential  or trade  secrets  except as required by law.  The
COMPANY shall not disclose to any third party,  without the prior consent of the
CONSULTANT,  any  information  designated by the CONSULTANT as  confidential  or
trade secrets except as required by law.  Information that is part of the public
domain or a matter of public  record shall not be considered  confidential  or a
trade secret.

         5.  Documents and Usage.  The COMPANY shall retain sole right and title
to all reports, and other documents resulting from the CONSULTANT'S  performance
underthis agreement ("Documents"). The CONSULTANT shall not use the documents to
disseminate  information to any third party without prior written consent of the
COMPANY.

        6.        Assignment; Binding Effect.  Neither this Agreement nor any 
duties or obligations under this Agreement may be assigned by either party 
without the prior written consent of the other party.

        7.        Interpretation: Severability.  Whenever possible, each 
provision of this Agreement shall be interpreted in such manner as to be valid
and effective under applicable law.  If any provision of this Agreement shall be
unlawful, void or for any reason unenforceable, it shall be deemed separable 
from, and shall in no way affect the validity or enforceability of, the 
remaining provisions of this Agreement, and the rights and obligations of the 
parties shall be enforced to the fullest extent possible.

        8.        Compensation.  Monthly retainer will be $2,000 per month.  The
compensation of the CONSULTANT shall be subject to re-negotiation upon each 
renewal of this Agreement.

                  Expenses.  The  COMPANY  shall  reimburse  to  CONSULTANT  all
reasonable expenses,  within the limits established by the COMPANY,  incurred in
the services  provided by the CONSULTANT.  CONSULTANT shall provide to COMPANY a
detailed itemization and copies of receipts.

                  Insurance.  The COMPANY shall allow CONSULTANT to participate 
in the COMPANY'S group insurance plan.  CONSULTANT shall be responsible to make 
all payments for such coverage.

9. Entire Agreement. This Agreement contains the entire agreement of the parties
with respect to the subject  matter  hereof,  and  supersedes  any prior oral or
written  agreements or  negotiations  with respect to the subject matter hereof.
This Agreement  cannot be modified or terminated or any performance or condition
waived,  in whole or in part,  except by a writing  signed by the party  against
whom  enforcement  of the  modification,  termination  or waiver is sought.  The
waiver of any breach of any term or  condition  of this  Agreement  shall not be
deemed to  constitute  the  waiver of any other  breach of the same or any other
term or condition.


Debbie Reynolds Management Company
                      By:
                      Its: