Exhibit 10.28

Consulting Agreement between the Registrant and Pacific
Consulting Group dated September 1, 1995.

<PAGE>

                        INDEPENDENT CONTRACTOR AGREEMENT

     THE  AGREEMENT  is made and entered  into as of this lst day of  September,
1995 by and between Debbie  Reynolds  Hotel & Casino,  Inc.  (Client),  with its
principal place of business in Las Vegas,  Nevada, and Pacific Consulting Group,
Inc., a Nevada corporation ("PC"), an independent contractor,  with its place of
business at 1821 WCR27 Brighton, Colorado 80601.

                                    RECITALS

     WHEREAS, Client is engaged in the Timeshare, Hotel Industry.

     WHEREAS,  PC is in the business of providing  general  business  consulting
services, including strategic business planning services, to companies.

     WHEREAS,  in the operation of Client's  business,  Client is in need of the
services which PC provides and wishes to enter into a business  arrangement with
PC to provide such services.

     IN CONSIDERATION of the promises and mutual covenants hereby contained,  it
is hereby agreed as follows:

                                   AGREEMENTS

1.   Terms of Contract

     This Agreement will become effective on September 1, 1995 and will continue
in effect for a period of six (6) months unless earlier  terminated  pursuant to
Section 5 of this Agreement.

2.   Services to be Performed by Contractor

     2.1  Specific  Services PC agrees to provide  general  business  consulting
services, including strategic business planning services, to Client.

     2.2  Independent  Contractor  Status.  It is the express  intention  of the
parties that PC be an independent  contractor and not an employee,  agent, joint
venturer  or  partner  of  Client.  Client  shall have no right to and shall not
control  the  manner  or   prescribe   the  method  by  which  PC  performs  the
above-described  services.  PC shall be entirely and solely  responsible for its
own actions and the actions of its agents, employees or partners while


                                  
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engaged in the performance of services  required by this  Agreement.  Nothing in
this Agreement shall be interpreted or construed as creating or establishing the
relationship  of employer and employee  between Client and PC or any employee or
agent of PC. Both  parties  acknowledge  that PC is not an employee for state or
federal  income  tax  purposes  and PC  specifically  agrees  that it  shall  be
exclusively  liable  for the  payment  of all income  taxes,  or other  state or
federal charges,  that are due as a result of receipt of any  consideration  for
the performance of services required by this Agreement.  PC agrees that any such
consideration  is not  subject to  withholding  by the Client for payment of any
taxes and PC directs Client not to withhold any sums for the consideration  paid
to PC for the services provided hereunder.  PC shall retain the right to perform
services for others during the term of this Agreement.

     2.3 Use of Employees of  Contractor,  PC may, at PC's own expense,  use any
employees  or  subcontractors  as PC deems  necessary  to perform  the  services
required of PC by this  Agreement.  Client may not control,  direct or supervise
PC's employees or subcontractors in the performance of those services.

     2.4 Expense, PC shall be responsible for all costs and expenses incident to
the  performance  of services  required  by this  Agreement,  including  but not
limited to, the cost of materials used by PC,  travel,  fees,  fines,  licenses,
bonds and taxes required of, or imposed  against PC, and all other of PC's costs
of doing business.

3.   Compensation

     3.1 Stock,  Client and PC agree that PC shall receive fifty thousand shares
of Client's tradable common stock to be delivered to PC after this agreement has
been executed.

4.   Obligations of Client

     4.1 Cooperation, Client shall comply with all reasonable requirements of PC
and provide access to all documents  reasonably  necessary to the performance of
PC's duties under this Agreement.

5.   Termination of Agreement

     5.1  Termination  on Notice,  Notwithstanding  any other  provision of this
Agreement,  the client may terminate this Agreement at any time by giving thirty
(30) days written  notice to the other party.  Unless  otherwise  terminated  as
provided in this  Agreement,  this Agreement will continue in force for a period
of six (6) months.


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     5.2  Termination  on  Occurrence  of  Stated  Event,  This  Agreement  will
terminate automatically on the occurrence of the following event:

               (a)   bankruptcy or insolvency of either party.

6.   General Provisions

     6.1 Further Acts, Each party agrees to perform any further acts and execute
and deliver any further documents that may be reasonably  necessary to carry out
the provisions and intent of this Agreement.

     6.2 Entire Agreement,  This Agreement contains the entire  understanding of
the parties hereto with respect to the subject matter  contained  herein and may
be amended only by a written  instrument signed by the parties affected thereby,
or their respective successors or assigns. This Agreement cancels and supersedes
all prior agreements, if any, oral or written, among Client and PC.

     6.3 Severability,  If any provision of this Agreement shall be held invalid
such invalidity shall not affect the other provisions hereof, and to this extent
the  provisions  of this  Agreement  are  intended  to be and  shall  be  deemed
severable.

     6.4 Counterparts,  This Agreement may be executed  simultaneously in two or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.

     6.5 Notices. Any notice or other communication  required or permitted under
this Agreement  shall be sufficiently  given if delivered  personally or sent by
registered or certified mail, postage prepaid and return receipt  requested,  to
the address of the parties set forth in the first paragraph of this Agreement or
at such  address as may have been  provided in like manner in writing to both of
the  parties  to this  Agreement.  Any  notice  that is sent by mail  under this
Agreement  shall be  considered  received  on the  date on which it is  actually
delivered  to the premises of the party of whom it is properly  addressed,  such
date to be conclusively evidenced by the date of the return receipt.

     6.6 Governing  Law, This Agreement  shall be construed in accordance  with,
and governed by the laws of the State of Nevada.

     6.7 Assignment, No party to this Agreement may assign this Agreement or its
right or obligations hereunder without the written consent of the others.

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     6.8 Headings.  The headings of this  Agreement are inserted  solely for the
convenience  of  reference  and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.

     6.9 Pronouns,  All pronouns and any  variations  thereof shall be deemed to
refer to the masculine,  feminine or neuter, singular or plural, as the identity
of the person, persons, entity or entities may require.

     6.10 Waiver,  No waiver of any of the provisions of this Agreement shall be
deemed,  or shall  constitute  a waiver of any other  provisions,  nor shall any
waiver  constitute  a  continuing  waiver.  No waiver  shall be  binding  unless
executed in writing by the party making the waiver.

     6.11 Acknowledgment Concerning Counsel, Each party acknowledges that it had
the opportunity to employ  separate and independent  counsel of its own choosing
in connection with this Agreement.

     6.12  Arbitration,  Any  controversy,  claim,  misunderstanding,  course of
action,  matter in question,  breach,  disagreement,  dispute,  or other related
matter  arising  out of, or  relating  to this  Agreement,  or the  relationship
between the parties,  shall be decided by mandatory binding  arbitration  before
the American Arbitration  Association in Las Vegas, Nevada. In such arbitration,
the parties shall be entitled to the full discovery rights accorded to litigants
under the Laws of Nevada.  The prevailing party shall be entitled to recover all
costs and expenses incurred,  including its reasonable  attorney's fees, related
costs, and any advanced arbitration expenses.

     6.13  Indemnification,  PC and its principle,  Messrs.  Randy Sasaki,  will
indemnify  and hold  harmless  Client and its  officers,  directors,  agents and
employees  against  any and all losses,  or  liabilities,  including  reasonable
attorneys  fees and costs and  expenses,  which may be  incurred  by Client as a
result  of  statements  made by PC which are  inaccurate  or  misleading  or the
failure by PC to state facts,  which are necessary to be stated in order to make
statements made not misleading.


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


CLIENT:                            DEBBIE REYNOLDS HOTEL & CASINO, INC.

                                   By:  /s/ Todd Fisher
                                        ---------------------
                                   Its:  CEO
                                         --------------------

                                   PACIFIC CONSULTING GROUP

                                   By:  /s/ Randy Sasaki
                                        ---------------------


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