Exhibit 10.24

Loan Agreement between the Registrant and Bennett Funding
International, Ltd., and Promissory Note, dated July 27, 1995.



                                     
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                                PROMISSORY NOTE


AMOUNT: $ 2,865,000.00                                       DATE: July 27, 1995


     FOR  VALUE  RECEIVED,  Debbie  Reynolds  Hotel &  Casino,  Inc.,  a  Nevada
Corporation ("Maker"),  promises to pay to Bennett Funding  International,  Ltd.
d/b/a  Resort  Funding,  a Delaware  Corporation  ("lender"),  or order,  at Two
Clinton Square,  Syracuse,  New York 13202, or at such other place as the holder
of this  Promissory  Note ("Holder") may from time to time designate in writing,
in lawful money of the United States of America,  the principal sum of up to Two
Million Eight Hundred Sixty Five  Thousand  Dollars  ($2,865,000.00)  or so much
thereof as has been  disbursed  and not repaid,  together  with  interest on the
unpaid principal balance from time to time outstanding until paid, as more fully
provided for below ("Note").

     The amounts loaned  pursuant to this Note shall be made available by Lender
for  disbursement to Maker on a revolving  basis,  the maximum amount  available
hereunder,  at any one time,  shall be Two  Million  Eight  Hundred  Sixty  Five
Thousand Dollars ($2,865,000.00).

     Debbie Reynolds Resort, Inc. and Resort Funding, Inc., executed and entered
into a  Contract  of Sale of  Membership  Agreements  and  Installment  Purchase
Agreements  with  Recourse  dated March 7, 1994  ("Agreement").  Maker agreed to
execute and deliver this Note with respect to the method and manner in which the
Note is to be repaid  from and after the date  hereof  based on the terms of the
Agreement.

     All capitalized  terms not otherwise defined herein shall have the meanings
ascribed  to them in the  Agreement,  the  applicable  provisions  of which  are
incorporated herein by reference.

1.   Interest

     Interest  only shall be due and payable  monthly in arrears,  shall  accrue
daily on the basis of a 360-day year and actual days elapsed shall accrue and be
payable  for a period of twelve  (12)  months from the date hereof at a rate per
annum equal to fourteen percent (14.0%). Thereafter repayment of this Note shall
be made, at Holder's  option,  in thirty-six (36) equal monthly  installments of
principal and interest or through the timeshare release payment mechanism. In no
event shall any interest  rate to be charged  exceed the maximum  contract  rate
permitted under the applicable Usury Law.


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     If all or any portion of any Interest  Installment (as hereinafter defined)
is not actually received by Holder from Maker within ten (10) days following the
Installment  Date that such  Interest  Installment  is due,  Maker  shall pay on
demand to Holder a late charge of two percent (2%) of the amount of such overdue
payment.

2.   Maturity

     The  initial  term of the Loan shall be twelve (12) months from the date of
execution  of this Note or upon demand of the Holder,  but no sooner than ninety
(90) days from the date of the  execution of this Note,  whichever  occurs first
("Term"). Such term may be extended at the sole option of the Holder.

3.   Security

     This Note is to be secured  by a Mortgage  and  Security  Agreement  on the
property described in Exhibit "A" attached hereto.

4.   Prepayment

     Prepayment  of this Note shall be permitted  to be made without  premium or
penalty  pursuant  to the  payment of release  fees as  described  in Section 10
below.

5.   Miscellaneous

     Every  person  or  entity  at  any  time  liable  for  the  payment  of the
indebtedness  evidenced  hereby  waives:  diligence,  presentment  for  payment,
protest and demand, notice of protest,  demand,  dishonor and nonpayment of this
Note.  Every such  person or entity  further  consents  that Holder may renew or
extend the time of payment of any part or the whole of  indebtedness at any time
and from  time to time at the  request  of any other  person  or  entity  liable
therefor.  Any such  renewals or  extensions  may be made without  notice to any
person or entity liable for the payment of the indebtedness evidenced hereby.

     This Note is given and accepted as evidence of indebtedness only and not in
payment or satisfaction of any indebtedness or obligation.

     Time is of the  essence  with  respect  to all of Maker's  obligations  and
agreements under this Note.

     This Note and all its provisions,  conditions, promises and covenants shall
be binding in accordance  with the terms hereof upon Maker,  its  successors and
assigns,  provided  nothing  herein  shall be deemed  consent to any  assignment
restricted or  prohibited by the terms hereof.  If more that one person or other
entity


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has executed this Note as Maker,  the  obligations  of such persons and entities
shall be joint and several.

6.   Default and Remedies

     The entire unpaid principal amount of this Note,  together with all accrued
interest thereon,  shall, at the option of Holder exercised by written notice to
the Maker at its principal  executive offices,  be due and payable if any one or
more of the  following  events  (herein  called  "Event of Default")  shall have
occurred  (for  any  reason  whatsoever  and  whether  such  happening  shall be
voluntary  or  involuntary  or come about or be effected by  operation of law or
pursuant to or in compliance with any judgment,  decree or order of any court or
any order, rule or regulation of any administrative or governmental body) and be
continuing at the time of such notice;

     (a) if default shall be made in the due and punctual payment of interest or
     principal  of this Note when and  as the same shall become due and payable,
     whether at maturity,  by acceleration or otherwise,  and such default shall
     have  continued  for a period of  thirty  (30) days  after  written  notice
     thereof to Maker;

     (b) if default shall be made in the performance or observance of any of the
     other covenants,  agreements or conditions of Maker contained in this Note,
     and such  default  shall have  continued  for a period of thirty  (30) days
     after written notice thereof to maker;

     (c) if Maker shall:

          (i) admit in writing its inability to pay its debts  generally as they
          become due;

          (ii) file a petition in bankruptcy or a petition to take  advantage of
          any insolvency act;

          (iii) make any assignment for the benefit of creditors;

          (iv)  consent to the  appointment  of a  receiver  of itself or of the
          whole or any substantial part of its property;

          (v) on a petition in  bankruptcy  filed  against it, be  adjudicated a
          bankrupt; or



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          (vi) file a petition or answer seeking  reorganization  or arrangement
          under  the  Federal  bankruptcy  laws or any other  applicable  law or
          statute of the United  States of  America  or any State,  district  or
          territory thereof; or

     (d) if default shall be made in the performance or observance of any of the
     conditions of other  agreements as set forth above,  and such default shall
     have  continued  for a period of  thirty  (30) days  after  written  notice
     thereof to Maker;

     In case any one or more of the Event of Default  shall have occurred and be
continuing,  Holder may proceed to protect and enforce its rights either by suit
in equity and/or by action of law,  whether for the specific  performance of any
covenant or  agreement  contained  in this Note or in aid of the exercise of any
power  granted in this Note, or Holder may proceed to enforce the payment of all
sums due upon this Note or to  enforce  any other  legal or  equitable  right of
Holder.

     No remedy herein conferred upon Holder is intended to limit or restrict any
other remedy and each and every such remedy shall be cumulative  and shall be in
addition to every other remedy given  hereunder or now or hereafter  existing at
law or in equity or by statute or otherwise.

     No course of dealing  between  Maker and Holder or any delay on the part of
Holder in  exercising  any  rights  hereunder  shall  operate as a waiver of any
rights or any Holder hereof.

     Should any  proceedings  be  instituted by Holder to recover any monies due
hereunder, Maker agrees to pay all reasonable attorney's fees and costs.

7.   Severability

     In the event that one or more of the  provisions of this Note shall for any
reason be held to be invalid,  illegal or  unenforceable  in any  respect,  such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Note,  but this Note shall be construed as if such  invalid,  illegal or
unenforceable provision had never been contained herein.

8.   Governing Law

     This Note shall be deemed to have been made and executed at  Syracuse,  New
York  regardless  of the order in which the  signatures  of the parties shall be
affixed hereto, and this Note shall be interpreted,  construed,  and enforced in
accordance


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with the laws and public policies of the State of New York without regard to the
principles of conflicts of law.

     In any action to enforce this Note,  personal  jurisdiction and venue shall
be at Holder's  option in the Supreme Court of the State of New York,  County of
Onondaga,  or in the United States  District Court for the Northern  District of
New York.

9.  Modification

     This  Note   shall  not  be   modified,   amended,   changed,   terminated,
supplemented, or waived except in writing signed by Maker and Holder.

10.  Release Fees

     Maker shall pay release fees to Holder which are  generated  from the sales
of timeshare  Periods at the Debbie  Reynolds  Hotel and Casino in the amount as
provided in the  Agreement.  The release  fees shall be applied by Holder to the
principal  balance due hereunder.  On a monthly  basis,  payment due on Interest
Installments shall be re-calculated based on the principal reduction.

     IN WITNESS  WHEREOF,  the  undersigned  sets its hand the date above  first
written.

                                   Debbie Reynolds Hotel & Casino, Inc.

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


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