Exhibit 10.22

Loan Agreement between DRMC and World Ventures Trust, and Promissory Note, all
dated April 26, 1995.



                              
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THIS CONVERTIBLE NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF
THE NOTE HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE, AND NEITHER THE NOTE NOR THE SHARES NOR ANY
INTEREST  IN THE NOTE OR THE SHARES MAY BE SOLD,  OFFERED  FOR SALE,  PLEDGED OR
OTHERWISE  DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT
UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM  REGISTRATION
THEREUNDER AND UNDER  APPLICABLE  STATE LAW, THE  AVAILABILITY  OF WHICH MUST BE
ESTABLISHED TO THE SATISFACTION OF THE MAKER.



         CONVERTIBLE PROMISSORY NOTE AND NOTE SECURED BY DEED OF TRUST

     FOR THE VALUE RECEIVED,  DEBBIE  REYNOLDS HOTEL AND CASINO,  INC., a Nevada
corporation with its principal  executive office in Las Vegas,  Nevada ("Maker")
promises to pay to the order of WORLD VENTURES, a trust,  ("Payee"),  the sum of
TWO HUNDRED  SEVENTY-FIVE  THOUSAND  DOLLARS  ($275,000.00)  in legal and lawful
money of the United  States of America on April 26,  1995 at Las Vegas,  Nevada.
This Note shall bear  interest from the date hereof until paid at the rate of 10
% per annum, payable on maturity. The Maker shall have the right to prepay prior
to maturity  all or any part of the  principal of this Note,  together  with all
accrued interest thereon, without premium or penalty.

     1. Conversion. At the option of the Payee, but only after maturity, after a
five (5) day notice, the principal and all accrued interest  represented by this
Note may be  converted,  in full or in part,  into  shares of the  Common  Stock
$.0001 par value of Maker ("Shares") at the conversion price of $1.375 per share
("Conversion Price") subject to adjustment as hereinafter provided.

     In order to  exercise  the  conversion  privilege,  the holder of this Note
shall  surrender this Note,  duly endorsed or assigned to Maker or in blank,  at
the principal executive office of Maker,  accompanied by written notice to Maker
at such  office  that the  holder  elects  to  convert  this  Note.  If the full
conversion privilege is exercised,  this Note shall be deemed to have been fully
converted  immediately prior to the close of business on the day of surrender of
this Note for full conversion in accordance with this paragraph and at such time
the  rights of the holder of this Note as such  shall  cease,  and the person or
persons  entitled to receive the Shares issuable upon full  conversion  shall be
treated for all purposes as the record  holder or holders of such Shares at such
time. In order to exercise the partial conversion privilege,  the holder and the
Maker of this Note shall, on the back of this Note, indicate the fraction of the
indebtedness  converted  for Shares and the  indebtedness  remaining  after such
partial conversion. In the event of such partial conversion, each party

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shall affix its signature and the date of such partial conversion to the back of
this Note. If the partial conversion privilege is exercised,  this Note shall be
deemed  to have  been  partially  converted  immediately  prior to the  close of
business on the date the holder and the Maker  indicate such partial  conversion
on the back of this Note in accordance  with this paragraph and at such time the
rights of the holder of this Note as to that portion of the Note  converted  for
Shares  shall  cease,  and the person or persons  entitled to receive the Shares
issuable upon partial conversion shall be treated for all purposes as the record
holder or holders of such Shares at such time. As promptly as  practicable on or
after the conversion  date,  whether full or partial,  the maker shall issue and
shall deliver to the holder at the address specified in the notice a certificate
or  certificates  evidencing  the ownership of the shares by the holder  hereof,
which  shall bear only a standard  restrictive  legend  that the Shares have not
been registered.

     The Conversion Price and number of Shares purchasable pursuant to this Note
shall be subject to adjustment from time to time as hereinafter  stated.  In the
event Maker shall at any time after the date of execution  hereof  exchange as a
whole,  by  subdivision or  consolidation  in any manner or by effecting a stock
dividend,  the number of Shares  then  outstanding  into a  different  number of
Shares,  with or without par value,  then  thereafter the number of Shares which
the holder  shall have the right to purchase  (calculated  immediately  prior to
such  change),  shall be increased or  decreased,  as the case may be, in direct
proportion  to the  increase or decrease in the number of Shares of Maker issued
and outstanding by reason of such change, and the Conversion Price of the Shares
after such  change  shall in the event of an increase in the number of Shares be
proportionately  reduced, and in the event of a decrease in the number of Shares
be proportionately increased.

     In case of any  consolidation  of Maker with, or merger of Maker into,  any
other  corporation  (other than a consolidation  or merger in which Maker is the
continuing corporation), the sale of all the shares of the Company's outstanding
Common  Stock  or any  transaction  pursuant  to  which  Maker  shall  become  a
subsidiary of a holding company, the corporation formed by such consolidation or
the corporation resulting from such merger, or such holding company, as the case
may be, shall  execute an amendment  to this Note  providing  that the holder of
this Note then outstanding  shall have the right thereafter to convert this Note
in full or in part into the Shares upon such  consolation,  merger,  transfer or
holding  company  transaction by the holder into which this Note might have been
converted immediately prior to such consolidation,  merger,  transfer or holding
company  transaction.  The provisions of this paragraph shall similarly apply to
successive  consolidations,  mergers, transfers or holding company transactions.
The holder of this Note, by his  acceptance  hereof,  consents and agrees to any
and all such amendment or amendments.


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     In the  event  of the sale of all or  substantially  all of the  assets  of
Maker, or in the event of any  distribution of all or  substantially  all of its
assets in  dissolution  or  liquidation,  Maker  shall  mail  notice  thereof by
registered mail to the holder and shall make no distribution to the shareholders
of Maker  until the  expiration  of thirty (30) days from the date of mailing of
the aforesaid notice. If the holder shall not exercise this conversion privilege
within thirty (30) days from the date of mailing  notice to the holder by Maker,
that Maker either (i) proposes to sell all or substantially all of its assets or
(ii) proposes to distribute  assets in  dissolution or  liquidation,  all rights
herein  granted not  exercised  within such thirty (30) day period,  shall there
after  become  null and void.  Maker  shall  not,  however,  be  prevented  from
consummating  any such sale without  waiting the  expiration of such thirty (30)
period,  it being the  intent and  purpose  hereof to enable  the  holder,  upon
exercise of this conversion privilege, to participate in the distribution of the
consideration to be received to Maker upon any such sale or sublease,  or in the
distribution of assets upon any dissolution or liquidation.

     This Note and the Shares issuable upon conversion of the Note have not been
registered under the Securities Act of 1933, as amended,  (the "Securities Act")
or the securities laws of any states and will be offered and sold in reliance on
exemptions  from the  registration  requirement  of such laws.  The Note and the
underlying  Shares  are  deemed to be  "restricted  securities"  as that term is
defined  under  Rule 144  promulgated  under the  Securities  Act.  Prior to the
issuance of the  underlying  Shares upon the  conversion  of the Note the Payee
will be  required  to execute an  investment  letter in  substantially  the form
attached hereto  acknowledging  that the Shares are "restricted  securities" and
representing  that the Shares are being taken by Payee for  investment  purposes
only and not for  distribution.  Maker at any time  after the Note is  converted
into the Shares and while the Shares remain "restricted  securities" proposes to
register  under the  Securities  Act any of its  securities,  either for its own
account or for the account of security  holders,  other than a  registration  on
Form S-8 or S-14, or any  registration on a form which does not permit secondary
sales,  the Maker shall,  at such time, give written notice of such intention to
the Payee and upon  written  request of the Payee  received by the Maker  within
thirty  (30)  days  after  the Maker has  given  such  notice,  include  in such
registration (and all related qualifications under state securities laws) all of
such  Shares  held by Payee  or a  portion  thereof  specified  in such  written
request. If Payee exercises such right to have the Shares so registered, Payee's
registration  rights with respect to such registration  statement shall be those
that are customary in the industry.


     2.  Interest  Savings  Clause.  Notwithstanding  anything  to the  contrary
contained herein, no provision of this Note shall require

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the payment or permit the  collection  of interest in excess of the maximum rate
(the "Maximum  Rate")  permitted by applicable law. If any excess of interest in
such respect is herein  provided for, or shall be adjudicated to be so provided,
in this Note or otherwise in connection with the  transaction  that gave rise to
the  indebtedness  evidenced by this Note,  the provisions of this Section shall
govern and prevail,  and neither  Maker nor the  successors  or assigns of Maker
shall be  obligated  to pay the  excess  amount of such  interest,  or any other
excess sun paid for the use, forbearance  or detention  of sums loaned  pursuant
hereto.  If for any reason  interest in excess of the  maximum  rate of interest
permitted by applicable  law shall be deemed  charged,  required or permitted by
any court of  competent  jurisdiction,  any such  excess  shall be  applied as a
payment and reduction of the principal indebtedness evidenced by this Note, and,
if the principal amount hereto has been paid in full, any remaining excess shall
forthwith be paid to Maker.  In determining  whether the amount of interest paid
or payable under any contingency exceeds the amount of interest paid or payable,
if the indebtedness  evidenced by this Note had at all times accrued interest at
the Maximum  Rate,  Maker agrees that,  to the maximum  extent  permitted  under
applicable  law, (a) any non  principal  payment  shall be  characterized  as an
expense fee, or premium rather than as interest, (b) prepayments and the effects
thereof  shall be excluded,  (c) the total amount of interest  shall be "spread"
throughout  the  entire  contemplated  term  of the  Note to and  including  the
maturity date of this Note, and (d) if the  indebtedness  evidenced by this Note
is paid and  performed  in full prior to the end of the full stated term of this
Note and if the  aggregate  amount of interest  received by Payee for the actual
period of  existence  hereof  exceeds  the amount of  interest  that would have
accrued on the indebtedness  evidenced by this Note had such indebtedness at all
times from the inception thereof borne interest at the Maximum Rate, Payee shall
refund to Maker the amount of such excess, and, in such event Payee shall not be
subject to any penalties  provided by any laws for  contracting  for,  charging,
reserving,  taking or  receiving  interest in any amount in excess of the amount
which  would have  accrued on the  indebtedness  evidenced  by this Note if such
indebtedness had, at all times from the inception thereof, borne interest at the
Maximum Rate.

     3.  Waiver.  Maker,  and  any  other  person  liable  for  the  payment  of
indebtedness   evidenced  hereby,  jointly  and  severally  waive  diligence  in
collecting,  presentment for payment, demand, dishonor and bringing suit against
any party  liable  hereon,  and all  notices,  including  notice of intention to
accelerate the maturity  hereof,  notice that such  acceleration of maturity has
occurred, notice of protest, demand, dishonor and nonpayment of the indebtedness
evidenced  by this Note,  (except  as  otherwise  provided  in this  Note);  and
expressly  agree  to  any  and  all  extensions,   renewals,  partial  payments,
substitutions   of  evidence  of  indebtedness   and  the  taking,   release  or
substitution  of any  security  or  collateral  without  notice  before or after
maturity


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without in any way  affecting  the liability of Maker or any other person liable
for the indebtedness  evidenced  hereby. No extension of time for payment of any
of the  indebtedness or any installment  thereof  evidenced by this Note made by
agreement by Payee with any person now or hereafter liable under this Note shall
affect the original  liability on this Note of Maker or any other person  liable
for the payment of the indebtedness or any installment thereof evidenced hereby,
even if  Maker  or other  person  liable  for the  payment  of the  indebtedness
evidenced hereby are not parties to such agreement.

     4. Deed of Trust and Guaranty. The payment of the indebtedness evidenced by
this Note is secured by a Deed of Trust executed on this same date,  encumbering
the property located at 305 Convention  Center Drive,  Las Vegas,  Nevada 89109,
and Payee or any  subsequent  holder is entitled to the benefits  thereof.  This
Note is also  guaranteed  by M. Donald  Granatstein,  pursuant  to the  Guaranty
executed by him as of the date hereof.

     5. Events of Default.  The  occurrence  of any one or more of the following
events shall constitute an Event of Default, and Maker shall have five (5) days,
after written  notice is received from Payee,  to cure such default or Payee may
exercise the Remedies upon Default detailed  hereinafter.  The events of default
are:

          (a) Maker shall fail to pay this Note when due;

          (b) Maker shall admit in writing its  inability  to pay its debts,  or
          shall make a general  assignment of its assets or property  rights for
          the benefit of its creditors; or any proceeding shall be instituted by
          or against Maker seeking to adjudicate  Maker a bankrupt or insolvent,
          or seeking reorganization,  arrangement,  adjustment or composition of
          Maker  or  Maker's  debts  under  any  law  relating  to   bankruptcy,
          insolvency  or  reorganization  or  release  of  debtors,  or  seeking
          appointment  of a  receiver,  custodian,  trustee,  or  other  similar
          official for Maker or for any substantial part of Maker's property.

          (c) Maker  dissolves  or any  action  shall be taken by Maker,  or the
          holders of a majority of the issued and  outstanding  capital stock of
          Maker,  to wind-up or liquidate  the  business,  property or assets of
          Maker; or

          (d) The lease for the operation of a gambling  casino between  Jackpot
          Enterprises  shall be in default  or the  lessee is not in  compliance
          with all requisite  regulatory  requirements  for the operation of its
          casino  business,  or the Maker shall not have  received all requisite
          regulatory approvals required for this loan; or


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          (e) Maker  shall  sell or  attempt  to sell  substantially  all of its
          assets.

     6. Remedies upon Default.  Upon the occurrence of any Event of Default, and
five (5) days after receipt of notice has elapsed,  the holder hereof may at its
option:

          (a)  Declare  the  principal  balance  of this  Note  and any  accrued
          interest  thereon  immediately  due and payable  without  presentment,
          demand,  protest or further  notice of any kind,  including  notice of
          intention to accelerate and notice of  acceleration,  all of which are
          hereby waived by Maker:

          (b)  Exercise  any and all  right  and  remedies  provided  for in, or
          pursuant  to this  Note,  the  Dead of  Trust  or the  Guaranty  or by
          creditors generally; and

          (c) to the extent  permitted  by law,  bring suit at law, in equity or
          through  other  appropriate  proceedings,  whether  for  the  specific
          performance  of any  covenant or  agreement  contained  in the Deed of
          Trust,  for an injection  against the violation of the terms hereof or
          thereof, in aid of the exercise of any power granted hereby or thereby
          or by law,  to recover  judgment  for any and all  amounts due on this
          Note,  under the Deed of Trust or otherwise  against Maker and Maker's
          assets.

     7.  Cumulative  Rights.  No delay on the part of the holder of this note in
the exercise of any power or right under this Note,  under the Deed of Trust, or
the Guaranty,  shall operate as a waiver hereof. Failure of the holder hereof to
exercise any right granted  herein shall not constitute a waiver of the right to
exercise  the same  upon  the  occurrence  of a  subsequent  Event  of  Default.
Enforcement  by the holder of this Note of any security  for the payment  hereof
shall not  constitute  an  election by such holder of remedies so as to preclude
the exercise of any other remedy available to such holder.

     8. Attorneys' Fees and Costs. In the event this Note is placed in the hands
of an attorney for collection after the occurrence of an Event of Default, or in
the event this Note is collected  in whole or in part through  legal or judicial
proceedings  of any nature,  including  bankruptcy,  after the  occurrence of an
Event of  Default,  then Make  agrees and  promises  to pay in  addition  to the
remaining  unpaid principal and accrued interest on the Note all of the holder's
costs of collection, when incurred,  including,  without limitation,  reasonable
attorneys'  fees,  irrespective of whether legal action is filed with a court of
competent jurisdiction.

     9.  Assignment.  This Note shall not be assignable by Payee,  



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without prior written consent of the Maker.



     10.  Governing Law. THIS NOTE IS MADE,  ENTERED INTO AND PERFORMABLE IN LAS
VEGAS,  NEVADA.  THE MAKER HAS ITS  PRINCIPAL  PLACE OF  BUSINESS  IN LAS VEGAS,
NEVADA AND ALL PAYMENTS  UNDER THIS NOTE SHALL BE PAID IN CLARK  COUNTY,  NEVADA
CONSEQUENTLY,  THIS NOTE SHALL BE CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEVADA AND ANY LITIGATION OR OTHER  PROCEEDING  BETWEEN
MAKER AND PAYEE THAT MAY BE BROUGHT,  OR ARISE OUT OF, IN CONNECTION  WITH OR BY
REASON OF THIS NOTE SHALL BE BROUGHT IN THE APPLICABLE FEDERAL OR STATE COURT IN
AND FOR CLARK  COUNTY,  NEVADA  WHICH COURTS  SHALL BE THE  EXCLUSIVE  COURTS OF
JURISDICTION AND VENUE.

     IN WITNESS  WHEREOF,  Maker has caused  this Note to be  executed by a duly
authorized officer of Maker, as of the day and year first above written.

                                        MAKER:

                                        DEBBIE REYNOLDS HOTEL AND CASINO,
                                        INC.


                                        By:  /S/ DONALD GRANATSTEIN