Exhibit 10.23

Loan Agreement  between the Registrant and RealEcon,  and Promissory Note, dated
January 16, 1995.


                                       
<PAGE>

                            SECURED PROMISSORY NOTE


$146,000.00                                                    January 16, 1995


     FOR VALUE  RECEIVED,  DEBBIE  REYNOLDS  HOTEL AND  CASINO,  INC.,  a Nevada
corporation,  and DEBBIE REYNOLDS  RESORTS,  INC., a Nevada  corporation,  whose
address is 305 Convention Center Drive, Las Vegas,  Nevada 89109  (collectively,
"Maker"),  jointly  and  severally  do  hereby  promise  to pay to the  order of
REALECON, a California  corporation,  at 4 Hutton Centre Drive, Suite 410, Santa
Ana, California 92707 ("Lender"), or such other place as Lender may designate in
writing,  in lawful money of the United States of America,  the principal sum of
One Hundred Forty-Six Thousand Dollars ($146,000.00),  together with interest on
the outstanding  principal balance from time to time outstanding at a rate equal
to twelve percent (12%) per annum, compounded annually.

     Maker is the owner and  operator  of the Debbie  Reynolds  Hotel and Casino
located in Las Vegas,  Nevada (the "Project"),  and is currently  engaged in the
business of, among other things, selling timeshare interests in the Project (the
"Timeshare  Unit(s)").  This Note is made in connection with a Loan Agreement of
even date herewith between Maker and Payee (the "Loan Agreement").

     This Note shall  mature on May 16,  1995 (the  "Maturity  Date").  Required
payments on this Note of principal and accrued interest shall be due and payable
as follows (collectively, the "Required Payments"):

     (a) Commencing on February 25, 1995 and  continuing to and including  March
26, 1995 (the "First Payment  Period"),  Maker,  upon the closing of any sale of
any Timeshare Unit by Maker during such period, shall cause to be paid to Lender
by the escrow holder of such sale,  directly out of escrow  ("Escrow")  from the
proceeds of sale of each such  Timeshare  Unit  ("Proceeds"),  the amount of One
Thousand  Dollars   ($1,000.00),   until  a  total  of  Fifty  Thousand  Dollars
($50,000.00) has been paid to Lender during such First Payment Period.


                                      -1-
<PAGE>

     (b) Commencing on March 27, 1995 and continuing to and including  April 25,
1995 (the "Second Payment  Period"),  Maker, upon the closing of any sale of any
Timeshare Unit by Maker during such period,  shall cause to be paid to Lender by
the escrow holder of such sale,  directly out of Escrow from the  Proceeds,  the
amount of One Thousand  Two Hundred  Dollars  ($1,200.00),  until a total of (i)
Sixty-Nine Thousand Six Hundred Dollars  ($69,600.00),  plus (ii) any deficiency
in the amounts  which should have been paid to Lender  during the First  Payment
Period, is paid to Lender during such Second Payment Period.

     (c)  Commencing  on April 26,  1995 and  continuing  to and  including  the
Maturity Date (the 'Third Payment Period"),  Maker, upon the closing of any sale
of any  Timeshare  Unit by Maker during such  period,  shall cause to be paid to
Lender  by the  escrow  holder of such  sale,  directly  out of Escrow  from the
Proceeds, the amount of One Thousand Dollars ($1,000.00), until such time as all
principal and accrued, but unpaid, interest under this Note is paid in full.

     (d) In the event of any refinancing of the debt  encumbering the Project (a
"Refinancing"),  Borrower  shall pay to Lender,  within three (3) days following
such Refinancing,  all outstanding amounts under this Note,  including,  without
limitation, principal and accrued, but unpaid, interest.

     All principal and accrued,  but unpaid,  interest on this Note shall be due
and payable on the Maturity Date. All payments on this Note shall, at the option
of Lender or the holder of this Note, be applied first to the payment of accrued
interest,  and after all such  interest has been paid,  any  remainder  shall be
applied to reduction of the principal  balance.  Principal and interest shall be
payable in lawful money of the United States.

     Maker shall pay  interest  on all amounts  (including  both  principal  and
interest)  outstanding  under  this Note after the  Maturity  Date  (whether  by
acceleration  after a default or  otherwise)  at a rate equal to twelve  percent
(12%) per annum,  compounded  annually,  and such  interest  shall  continue to
accrue


                                      -2-
<PAGE>

until the date such default is cured  pursuant to the  provisions  of this Note.
Anything  herein to the contrary  notwithstanding,  if a late charge is assessed
hereunder, such amount shall not exceed the maximum amount permitted by law.

                                        DG   
                                     --------
                                     Initials

     Maker has the right to prepay at any time, without penalty, all or any part
of the unpaid balance of the principal hereof.

     Maker shall be in default  under this Note if (i) any payment of  principal
or  interest  is not paid to  Lender or the  holder of this Note when due;  (ii)
maker shall be in default under the terms of the Loan Agreement;  or (iii) Maker
shall make an  assignment  for the  benefit of  creditors,  admit in writing its
inability  to pay its debts  generally  as they become due,  files a petition in
bankruptcy, be adjudicated insolvent or bankrupt, or petitions or applies to any
tribunal  for a receiver  or for any relief  under  bankruptcy  or other  debtor
protection statutes.  Upon the occurrence of an event of default hereunder,  the
whole of the unpaid  principal  and  interest  owing on this Note shall,  at the
election of Lender or the holder hereof and without notice,  become  immediately
due and payable.

     If this Note is not paid when due,  whether at maturity or by acceleration,
the  undersigned  promises to pay all costs of  collection,  including,  but not
limited to, reasonable  attorneys' fees, and all expenses incurred in connection
with the protection or  realization of any collateral  incurred by Lender hereof
on account of any such  collection,  whether  or not suit is filed  hereon.  The
undersigned expressly waives presentment, diligence, protest, and demand, notice
of protest,  demand and  dishonor  and  nonpayment  of this Note,  and all other
notices  of any  kind,  and  expressly  agrees  that  this  Note or any  payment
hereunder,  may be extended from time to time; and consents to the acceptance of
any security for this Note. To the fullest extent  permitted by law, the defense
of the  statute  of  limitations  and any  action  on this Note is waived by the
undersigned.


                                      -3-
<PAGE>


     This Note may from time to time be extended  or renewed by Lender,  with or
without  notice  to the  undersigned  and  any  related  right  may  be  waived,
exchanged,  surrendered,  or otherwise  dealt with,  all without  affecting  the
liability of the undersigned.

     All  agreements  between the  undersigned  and Lender  hereof are expressly
limited  so that in no  contingency  or event  whatsoever,  whether by reason of
advancement  of the  proceeds  hereof,  acceleration  of  maturity of the unpaid
principal  balance hereof,  or otherwise,  shall the amount paid or agreed to be
paid to Lender hereof for the use,  forbearance  or detention of the money to be
advanced  hereunder exceed the highest lawful rate permissible  under applicable
usury laws. If, from any circumstances whatsoever,  fulfillment of any provision
hereof or any  security  agreement  securing  this  Note or any other  agreement
referred to herein,  at the time  performance  of such  provision  shall be due,
shall involve transcending the limit of validity prescribed by law which a court
of competent  jurisdiction  may deem  applicable  hereto,  then ipso facto,  the
obligation to be fulfilled  shall be reduced to the limit of such validity,  and
if from any  circumstances  the holder  hereof shall ever receive as interest an
amount  which would exceed the highest  lawful rate,  such amount which would be
excessive  interest  shall be applied to the  reduction of the unpaid  principal
balance due hereunder and not to the payment of interest.  This provision  shall
control every other provision of all agreements  between the undersigned and the
holder hereof.

     This Note is  secured  by the  collateral  assignment  to Lender of certain
promissory  notes  payable  to Maker  pursuant  to that  certain  Assignment  of
Promissory  Notes and that certain  Assignment of Deeds of Trust,  both of even
date herewith executed by Maker in favor of Lender.

     Should Maker sell, convey, transfer, lease, dispose of, or further encumber
or  refinance  any debt which  encumbers  the  Project,  or any portion  thereof
(whether  voluntarily or  involuntarily),  without  providing  written notice to
Lender and paying to Lender the  amounts  set forth in  subparagraph  (d) above,
then Lender shall have the right, at its option,  to declare all sums under this
Note to be immediately due and payable.

                                      -4-
<PAGE>

     The  provisions  hereof  shall be binding  upon the legal  representatives,
successors  and  assigns of the  undersigned,  and shall inure to the benefit of
Lender, its legal representatives, successors and assigns.

     This Note shall be governed by and construed in accordance with the laws of
the State of Nevada and the exclusive forum in the  determination  of any action
relating to the collection,  validity,  or  enforceability of this Note shall be
the United  States  District  Court  located  in the County of Orange,  State of
California.


DEBBIE REYNOLDS RESORTS, INC.,            DEBBIE REYNOLDS HOTEL AND             
a Nevada Corporation                      CASINO, INC., a Nevada Corporation    
                                                                                
                                          By:  /s/ Donald Granatstein           
By:  /s/ Donald Granatstein                    ------------------------------   
     -----------------------------        Its:  Executive V.P. & Asst. Secretary
Its:   President & Asst. Secretary                                              
                                          


                                      -5-
<PAGE>


                       AMENDMENT NO. 1 TO LOAN AGREEMENT


     This  Amendment  No. 1 to Loan  Agreement is made and entered into as March
13, 1995 (the  "Effective  Date"),  by and between (i)  REALECON,  a  California
corporation  ('Lender"),  and (ii) DEBBIE  REYNOLDS  HOTEL AND CASINO,  INC.,  a
Nevada  corporation  ("DRHCI"),  and DEBBIE  REYNOLDS  RESORTS,  INC.,  a Nevada
corporation ("DRRI") (collectively, "Borrower"), with reference to the following
facts:

                                 R E C I T A L S

     A. Borrower and Lender have entered into that certain Loan Agreement  dated
as of January 16, 1995 (the "Loan  Agreement") under the terms and conditions of
which Borrower borrowed from Lender,  and Lender loaned to Borrower,  the sum of
One Hundred Twenty-Five Thousand Dollars  ($125,000.00) in consideration for the
repayment  by Borrower to Lender of the sum of One  Hundred  Forty-Six  Thousand
Dollars  ($146,000.00),  together  with  interest on such One Hundred  Forty-Six
Thousand Dollar  ($146,000.00)  amount,  pursuant to the terms and conditions of
that certain  Secured  Promissory  Note dated as of January 16, 1995 executed by
Borrower in favor of Lender (the "Note").

     B.  Borrower  desires to Borrower  from Lender an  additional  Seventy-Five
Thousand  Dollars  ($75,000.00)  in  consideration  for increasing the principal
amount owed under the terms of the Note by  Eighty-Seven  Thousand  Five Hundred
Dollars ($87,500.00), under the terms and conditions set forth herein.

                                   AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the foregoing  facts,  and upon the
mutual covenants and conditions hereinafter contained, the parties hereto hereby
agree as follows:

     1.  Defined  Terms.  All  terms  used  herein  with  their  initial  letter
capitalized  shall  have the same  meaning  as set  forth in the Loan  Agreement
unless otherwise defined herein.

     2. Increase in Loan. In consideration  for making an additional  advance to
Borrower of Seventy-Five Thousand Dollars  ($75,000.00),  Borrower hereby agrees
to repay to Lender an additional  principal  sum under the Note of  Eighty-Seven
Thousand Five Hundred Dollars ($87,500.00), together with additional interest on
such Eighty-Seven Thousand Five Hundred Dollar ($87,500.00) amount,  pursuant to
the  terms  and  conditions  of the  Note,  as  modified  by that  certain  Note
Modification Agreement of even date herewith between Lender and Borrower, in the
form of that  attached  hereto as Exhibit  "A" and  incorporated  herein by this
reference (the "Note  Modification").  Concurrently  with the execution  hereof,
Borrower shall execute and deliver to Lender the Note Modification.

                                      -1-
<PAGE>


     3.  Additional  Collateral.  Borrower's  performance  under  the  Note,  as
modified  by the  Note  Modification,  shall  be  further  secured  pursuant  to
Borrower's  collateral  assignment  to  Lender,  and  Borrower  hereby  grants a
security  interest  to Lender in and to, all of  Borrower's  right,  title,  and
interest in and to all of  Borrower's  right to receive any amounts  under those
certain Vacation  Partners  Purchase  Agreements  (Nevada) listed on Exhibit "B"
attached hereto and  incorporated  herein by reference,  which evidence  amounts
owed to  Borrower  from the buyers'  named  therein in the  aggregate  principal
amount as of the date  hereof of  approximately  Seventy-Nine  Thousand  Dollars
($79,000.00)  (collectively,   the  "Additional  Collateral  Agreements").  Said
buyers'  performance under the Additional  Collateral  Agreements are secured by
those certain Deeds of Trust which name Borrower as  beneficiary,  and which are
recorded in the county of Clark, state of Nevada,  encumbering certain Timeshare
Interests purchased by the trustors under such Deeds of Trust (collectively, the
"Additional  Collateral  Deeds of  Trust").  The  assignment  of the  Additional
Collateral Agreements shall be evidenced by Borrower's execution and delivery to
Lender concurrently herewith of an Assignment of Purchase Agreements in the form
of that attached hereto as Exhibit "C" and incorporated herein by this reference
(the "Additional  Collateral  Agreements  Assignment").  Concurrently  herewith,
Borrower shall also execute and  acknowledge and deliver to Lender an Assignment
of Deeds of Trust in the form of that  attached  hereto as Exhibit "D" assigning
to Lender all of Borrower's  beneficial interest under the Additional Collateral
Deeds  of  Trust  (the  "Additional  Collateral  Deeds  of  Trust  Assignment").
Concurrently herewith, Borrower shall also execute and deliver to Lender a UCC-2
Amendment to Financing  Statement in the form of that attached hereto as Exhibit
"E."

     Concurrently  herewith,  Borrower  shall deliver to Lender the originals of
all Additional  Collateral  Agreements and Additional Collateral Deeds of Trust.
To  the  extent  that  Borrower  does  not  have  in its  possession  any of the
Additional  Collateral  Deeds of Trust,  Borrower  shall  forward such  original
Additional  Collateral Deeds of Trust to Lender  immediately  following  receipt
thereof. The Additional  Collateral  Agreements shall be deemed for all purposes
Collateral Agreements under the terms of the Loan Agreement,  and the Additional
Collateral  Deeds of Trust shall be deemed for all purposes  Collateral Deeds of
Trust  under the Loan  Agreement,  and shall be  subject to all of the terms and
conditions of the Loan Agreement.

     4. Agreement to Provide Additional Ten (10) Collateral Agreements. Borrower
acknowledges and agrees that Borrower shall deliver to Lender,  and Lender shall
be  entitled  to  list on  Exhibit  "B"  attached  hereto,  the  next  ten  (10)
consecutive  Vacation Partners Purchase Agreements (Nevada) executed by Borrower
and the buyer's named therein with respect to the sale of Timeshare Interests in
the Project which actually result in a closing and sale of a Timeshare  Interest
(the "Future  Additional  Collateral  Agreements"),  and such Future  Additional
Collateral  Agreements  shall be deemed for all purposes  Collateral  Agreements
under the terms of the Loan Agreement,  and shall be subject to all of the terms
and conditions of the Loan Agreement;  provided,  however, Borrower shall not be
obligated to pay to Lender,  and such sums shall not be added to the amounts due
under the  Note,  any  payments  made to  Borrower  attributable  to the  Future
Additional  Collateral  Agreements through April 30, 1995.  Commencing on May 1,
1995,  in the event all  amounts  due under  the Note,  as  amended  by the Note
Modification,  have not been paid to Lender,  the Future  Additional  Collateral
Agreements  shall be  subject  to all of the  terms and  conditions  of the Loan
Agreement,  including,  without limitation,  paragraph 2 thereof. Borrower shall
also deliver to Lender, immediately upon recordation the Deeds of Trust securing
the buyers' performance under the Future Additional  Collateral  Agreements (the
"Future  Additional  Collateral  Deeds of Trust),  and execute  such  additional
Assignments of Deeds of Trust


                                      -2-
<PAGE>

assigning such deeds of trust to Lender, as Lender may request,  and such Future
Additional Collateral Deeds of Trust shall be deemed for all purposes Collateral
Deeds of Trust  under the Loan  Agreement,  and shall be  subject  to all of the
terms and conditions of the Loan Agreement.

     5. Issuance of Stock. In partial consideration for advancing the additional
funds described in this  Amendment,  concurrently  herewith,  or within ten (10)
days  following  the  Effective  Date,  DRHCI shall  deliver to John L. Rainaldi
("Rainaldi")  a Stock  Certificate  executed by the  President  and Secretary of
DRHCI  evidencing  the  issuance to John L.  Rainaldi of ten  thousand  (10,000)
shares of common  stock of DRHCI,  as adjusted by any stock  splits or dividends
subsequent to the date hereof (the "DRHCI Stock").  DRHCI hereby  represents and
warrants to Lender and Rainaldi  that,  upon issuance of the stock  certificates
representing  the DRHCI Stock, the DRHCI Stock shall be duly and validly issued,
fully paid,  and  nonassessable.  DRHCI also  acknowledges  and agrees that the
DRHCI Stock shall be owned by Rainaldi and shall not  constitute  collateral for
any amounts loaned to Borrower under the terms hereof or the Loan Agreement. The
failure of DRHCI to deliver the stock certificates  representing the DRHCI Stock
in the manner  provided  for in this  paragraph  5 shall  constitute  a material
default under the terms of the Loan Agreement.

     6. Escrow Instruction.  Concurrently  herewith,  Borrower shall execute and
deliver to the Escrow  Holder  Irrevocable  Escrow  Instructions  in the form of
those attached hereto as Exhibit "F," instructing  Escrow Holder, as a condition
of closing of each  Timeshare  Escrow,  to pay the  Required  Payments to Lender
directly  out of the  proceeds  of the sale  from each  such  Timeshare  Escrow,
pursuant  to the  terms  and  conditions  of the Note,  as  amended  by the Note
Modification,  and to deliver the documents referenced in paragraph 4 hereof, as
an when escrow closings occur.

     7. No Other Changes.  Except as modified  herein,  the remaining  terms and
conditions of the Loan Agreement  shall remain  unmodified and in full force and
effect.

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

                         DEBBIE REYNOLDS HOTEL AND CASINO,
                         INC., a Nevada corporation


                         By:  /s/ Donald Granatstein
                              ---------------------------
                           Its:  Executive Vice President
                                 ------------------------

                         By:  /s/ Henry Ricci
                              ---------------------------
                           Its:  President
                                 ------------------------


                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                      -3-
<PAGE>

                         DEBBIE REYNOLDS RESORTS, INC., a
                              Nevada Corporation


                         By:  /s/ Donald Granatstein
                              ---------------------------
                           Its:  Executive Vice President & Secretary
                                 ------------------------------------
          

                         REALECON, a California Corporation


                         By:  /s/ John L. Rainaldi
                              ---------------------------
                           Its:  President

EXHIBITS

A        Note Modification
B        List of Additional Collateral Agreements
C        Assignment of Purchase Agreements
D        Assignment of Deeds of Trust
E        UCC-2
F        Escrow Instructions




                                      -4-
<PAGE>


                          NOTE MODIFICATION AGREEMENT



     This Note Modification Agreement  ("Agreement") is made and entered into as
of March 13, 1995 ("Effective Date"), by and between (i) REALECON,  a California
corporation  ("Lender"),  and (ii) DEBBIE  REYNOLDS  HOTEL AND CASINO,  INC.,  a
Nevada  corporation,  and DEBBIE REYNOLDS  RESORTS,  INC., a Nevada  corporation
(collectively, "Maker").

                                    RECITALS

     A. Maker executed and delivered to Lender that certain  Secured  Promissory
Note  dated as of  January  16,  1995 in the  principal  amount  of One  Hundred
Forty-Six Thousand Dollars  ($146,000.00) (the "Note"), the definitions of which
are incorporated herein by reference.

     B.  Maker and Payee  desire to amend the terms of the Note  under the terms
and conditions set forth herein.


                                   AGREEMENT


     NOW, THEREFORE, in consideration of the foregoing facts, the parties hereto
hereby agree as follows:

     1. Amendment to Principal  Amount.  As of the Effective Date, the principal
balance of the Note as of the date hereof  shall be  increased  by  Eighty-Seven
Thousand Five Hundred Dollars  ($87,500.00)  over and above the principal amount
otherwise owing on this Note as of such date.

     2. New Maturity Date. The Note shall mature on July 16, 1995 (the "Maturity
Date"),  and the Third Payment  Period and the terms  applicable  thereto in the
Note shall be extended to such new Maturity Date.

     3. Payments from Buyers' Under  Collateral  Agreements.  In addition to all
other  amounts  which become due and payable under this Note, an amount equal to
any amounts which  Borrower  receives as payments  under those certain  Vacation
Partners Purchase Agreements  (Nevada) from the buyers'  thereunder,  which have
been  collaterally  assigned to Lender as security  for the payment of this Note
under the terms and  conditions of the Loan  Agreement or the Amendment No. 1 to
Loan Agreement  between Borrower and Lender of even date herewith,  shall be due
and  payable  to Lender  within  five (5) days of  receipt  of such  amounts  by
Borrower.


                                      -1-
<PAGE>

     4. No Other Changes.  Except as expressly  modified  herein,  the remaining
terms and conditions of the Note shall remain unmodified,  and in full force and
effect.

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



<PAGE>




                         DEBBIE REYNOLDS HOTEL AND CASINO,
                         INC., a Nevada Corporation



                         By:  /s/ Donald Granatsteien
                              ---------------------------
                              Its:  Executive Vice President
                                    ---------------------------

                         By:  Henry Ricci
                              ---------------------------
                              Its:  President
                                    ---------------------------


                         DEBBIE REYNOLDS RESORTS, INC., a
                         Nevada Corporation



                         By:  /s/ Donald Granatstein
                              ---------------------------
                           Its:  President & Secretary
                                 ---------------------------


                         REALECON, a California corporation



                         By:  /s/ John L. Rainaldi
                              ---------------------------
                          Its:  President
                                ---------------------------