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                                                                  EXHIBIT 10.12

IMPERIAL BANK                                                  October 10, 1995
701 B. Street
San Diego, California 92101

Subject:  CREDIT TERMS AND CONDITIONS

Gentlemen:

To induce you ("Bank") to make loans to Inland Casino Corporation (herein 
called "Borrower"), and in consideration of any loan or loans you, in your sole 
discretion, may make to Borrower, Borrower warrants and agrees as follows:

A.  Borrower Represents and Warrants that:

        1.  EXISTENCE AND RIGHTS.  Borrower is a Corporation. Borrower is duly 
organized and existing and in good standing under the laws of the State of 
California without limit as to the duration of its existence and is authorized 
and in good standing to do business in the State of California; Borrower has 
powers and adequate authority, rights and franchises to own its property and to 
carry on its business as now conducted, and is duly qualified and in good 
standing in each State in which the character of the properties owned by it 
therein or the conduct of its business makes such qualification necessary; and 
Borrower has the power and adequate authority to make and carry out this 
Agreement. Borrower has no investment in any other business entity.

        2.  AGREEMENT AUTHORIZED.  The execution, delivery and performance of 
this Agreement are duly authorized and do not require the consent or approval 
of any governmental body or other regulatory authority; are not in 
contravention of or in conflict with any law or regulation or any term or 
provision of Borrower's articles of incorporation, by-laws, or Articles of 
Association, as the case may be, and this Agreement is the valid, binding and 
legally enforceable obligation of Borrower in accordance with its terms.

        3.  NO CONFLICT.  The execution, delivery and performance of this 
Agreement are not in contravention of or in conflict with any agreement, 
indenture or undertaking to which Borrower is a party or by which it or any of 
its property may be bound or affected, and do not cause any lien, charge or 
other encumbrance to be created or imposed upon any such property by reason 
thereof.

        4.  LITIGATION.  There is no litigation or other proceeding pending or 
threatened against or affecting Borrower, and Borrower is not in default with 
respect to any order, writ, injunction, decree or demand  of any court or other 
governmental or regulatory authority. Borrower also agrees to notify you in 
writing of any future litigation threatened against or affecting borrower.

        5.  FINANCIAL CONDITION.  The balance sheet of Borrower as of June 30, 
1995 and the related profit and loss statement for the quarter ended on that 
date, a copy of which has heretofore been delivered to you by Borrower, and all 
other statements and data submitted in writing by Borrower to you in connection 
with this request for credit are true and correct, and said balance sheet and 
profit and loss statement truly present the financial condition of Borrower as 
of the date thereof and the results of operations for the period covered 
thereby, and has been prepared in accordance with generally accepted accounting 
principles on a basis consistently maintained. Since such date there have been 
no material adverse changes in the ordinary course of business. Borrower has no 
knowledge or any liabilities, contingent or otherwise, at such date not 
reflected in said balance sheet, and Borrower has not entered into any special 
commitments or substantial contracts which are not reflected in said balance 
sheet, other than in the ordinary and normal course of its business, which may 
have a materially adverse effect upon its financial condition, operations or 
business as now conducted.

        6.  TITLE TO ASSETS.  Borrower has good title to its assets, and the 
same are not subject to any liens or encumbrances other than those permitted by 
Section C.3 hereof.

        7.  TAX STATUS.  Borrower has no liability for any delinquent state, 
local or federal taxes, and, if Borrower has contracted with any government 
agency, Borrower has no liability for renegotiation of profits.

        8.  TRADEMARKS, PATENTS.  Borrower, as of the date hereof, possesses 
all necessary trademarks, trade names, copyrights, patents, patent rights, and 
licenses to conduct its business as now operated, without any known conflict 
with the valid trademarks, trade names, copyrights, patents and license rights 
of others.

        9.  REGULATION U.  The proceeds of the notes have not been used to 
purchase or carry margin stock (as defined within Regulation U of the Board of 
Governors of the Federal Reserve system).
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B.      Borrower agrees that so long as it is indebted to you, under 
borrowings, or other indebtedness, it will, unless you shall otherwise consent 
in writing:

        1.  RIGHTS AND FACILITIES. Maintain and preserve all rights, franchises 
and other authority adequate for the conduct of its business; maintain its 
properties, equipment and facilities in good order and repair; conduct its 
business in an orderly manner without voluntary interruption and, if a 
corporation or partnership, maintain and preserve its existence.

        2.  INSURANCE. Maintain public liability, property damage and workers' 
compensation insurance and insurance on all its insurable property against fire 
and other hazards with responsible insurance carriers to the extent usually 
maintained by similar businesses and/or in the exercise of good business
judgment.

        3.  TAXES AND OTHER LIABILITIES. Pay and discharge, before the same 
become delinquent and before penalties accrue thereon, all taxes, assessments 
and governmental charges upon or against it or any of its properties, and all 
its other liabilities at any time existing, except to the extent and so long as:

        (a)  The same are being contested in good faith and by appropriate 
proceedings in such manner as not to cause any materially adverse effect upon 
its financial condition or the loss of any right of redemption from any sale 
thereunder; and

        (b)  It shall have set aside on its books reserves (segregated to the 
extent required by generally accepted accounting practice) deemed by it 
adequate with respect thereto.

        4.  CASH FLOW COVERAGE. Maintain a minimum ratio of cash flow, defined 
as net profits plus management agreement acquisition cost amortization expense, 
to current portion of long-term debt and current portion of capitalized leases
of 3.0 to 1.0. This ratio shall be calculated quarterly with the then current 
item as the denominator and the rolling previous four quarters cash flow as the
numerator.

        5.  RESTRICTED CASH.  Maintain a minimum daily collected balance of 
$1,000,000 in total in all Borrower's deposit accounts.

        6.  NOTICE OF DEFAULT. Promptly notify the Bank in writing of the 
occurrence of any event of default hereunder or event which upon the giving 
notice and lapse of time would be an event of default.

        7.  RECORDS AND REPORTS. Maintain a standard and modern system of 
accounting in accordance with generally accepted accounting principles on a 
basis consistently maintained; permit your representatives to have access to, 
and to examine its properties, books and records at all reasonable times during 
normal business hours; and furnish you:

        (a)  As soon as available, and in any event within 45 days after the 
             close of each quarter of each fiscal year of Borrower, commencing
             with the quarter next ending, a balance sheet, profit and loss
             statement and reconciliation of Borrower's capital accounts as of
             the close of such period and covering operations for the portion of
             Borrower's fiscal year ending on the last day of such period, all 
             in reasonable detail and stating in comparative form the figures 
             for the corresponding date and period in the previous fiscal year,
             prepared in accordance with generally accepted accounting 
             principles on a basis consistently maintained by Borrower and 
             certified by an appropriate officer of Borrower, subject, however,
             to year-end audit adjustments;

        (b)  As soon as available, and in any event within 90 days after the 
             close of each fiscal year of Borrower, a report of audit of Company
             as of the close of and for such fiscal year, all in reasonable
             detail and stating in comparative form the figures as of the close
             of and for the previous fiscal year, with the unqualified opinion
             of accountants satisfactory to you.

        (c)  Within ninety (90) days after the end of each fiscal year of 
             Borrower, a certificate of chief financial officer of Borrower,
             stating that Borrower has performed and observed each and every
             covenant contained in this Letter to be performed by it and that no
             event has occurred and no condition than exists which constitutes
             an event of default hereunder or would constitute such an event of
             default upon the lapse of time or upon the giving of notice and the
             lapse of time specified herein; or, if any such event has occurred
             or any such condition exists, specifying the nature thereof;
        
        (d)  Promptly after the receipt thereof by Borrower, copies of any 
             detailed audit reports submitted to Borrower by independent
             accountants in connection with each annual or interim audit of the
             accountants of Borrower made by such accountants;


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                (e) Promptly after the same are available, copies of all 
                such proxy statements, financial statements and reports as 
                Borrower shall send to its stockholders, if any, and copies of 
                all reports which Borrower may file with the Securities and 
                Exchange Commission or any governmental authority at any time 
                substituted therefor; and (f) Such other information relating 
                to the affairs or Borrower as you reasonably may request from 
                time to time.

C.  Borrower agrees that so long as it is indebted to you, it will not, without 
your written consent:

        1.  TYPE OF BUSINESS: Management; Executives' Compensation. Make any 
substantial change in the character of its business; or make any change in its 
executive management; or allow the salary, bonuses or other compensation of any 
of its executives, to exceed $800,000 per annum.

        2.  OUTSIDE INDEBTEDNESS. Create, incur, assume or permit to exist any 
indebtedness (including without limitation, any indebtedness described in 
paragraph C3 below) in excess of $2,000,000, for borrowed moneys other than 
loans from you except obligations now existing as shown in the financial 
statement dated June 30, 1995 excluding those being refinanced by your bank; or
sell or transfer, either with or without recourse, any accounts or notes 
receivable or any moneys due to become due. All Imperial Bank debt will be 
senior to any and all other debt.

        3.  LIENS AND ENCUMBRANCES. No more than $2MM in addition to Imperial 
Bank indebtedness over the life of loan. Create, incur, or assume any mortgage,
pledge, encumbrance, lien or charge of any kind (including the charge upon 
property at any time purchased or acquired under conditional sale or other 
title retention agreement) upon any asset now owned or hereafter acquired by 
it, other than liens for taxes not delinquent, liens in your favor and liens to 
third parties in the Maximum aggregate sum of $2,000,000.

        4.  OFFICER LOANS. Make any loans or advances to any person or other 
entity other than in the ordinary course of its business as now conducted.

        5.  ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. 
Liquidate, dissolve, merge or consolidate, or commence any proceedings 
therefor; or sell any assets except in the ordinary and normal course of its 
business as now conducted; or sell, lease, assign, or transfer any substantial 
part of its business or fixed assets, or any property or other assets necessary 
for the continuance of its business as now conducted, including without 
limitation the selling of any property or other asset accompanied by the 
leasing back of the same.

        6.  DIVIDENDS, STOCK PAYMENTS. If a corporation, declare or pay any 
dividend (other than dividends payable in common stock of Borrower) or make any 
other distribution on any of its capital stock now outstanding or hereafter 
issued or purchase, redeem or retire any of such stock; except, however, 
Borrower may pay a cash dividend to its shareholders in an amount not to exceed 
0% of net after tax earnings for such dividend period.

        7.  CAPITAL EXPENDITURES. Make or incur obligations for capital 
expenditures in excess of $10,000,000 during the period from the date hereof to 
9/30/96 or in excess of $10,000,000 in any one fiscal year thereafter.

        8.  LEASE LIABILITY. Make or incur liability for payments of rent under 
leases of real property in excess of $1,000,000 and personal property in excess 
of $1,000,000 in any one fiscal year.

D.  The occurrence of any of the following events of default shall, at your 
option, terminate your commitment to lend and make all sums of principal and 
interest then remaining unpaid on all Borrower's indebtedness to you 
immediately due and payable, all without demand, presentment or notice, all of 
which are hereby expressly waived;

        1.  FAILURE TO PAY NOTE. Failure to pay any installment of principal of 
or interest on any indebtedness of Borrower to you.

        2.  BREACH OF COVENANT. Failure of Borrower to perform any other term 
or condition of this Letter of Inducement binding upon Borrower.

        3.  BREACH OF WARRANTY. Any of Borrower's representations or warranties 
made herein or any statement or certificate at any time given in writing 
pursuant hereto or in connection herewith shall be false or misleading in any 
material respect.

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        4. INSOLVENCY; RECEIVER OR TRUSTEE. Borrower shall become insolvent; or 
admit its inability to pay its debts as they mature; or make an assignment for 
the benefit of creditors; or apply for or consent to the appointment of a 
receiver or trustee for it or for a substantial part of its property or 
business. 

        5. JUDGMENTS, ATTACHMENTS. Any money judgment, writ or warrant of 
attachment, or similar process shall be entered or filed against Borrower or 
any of its assets and shall remain unvacated, unbonded or unstayed for a period 
of 10 days or in any event later than five days prior to the date of any 
proposed sale thereunder. 

        6. BANKRUPTCY. Bankruptcy, insolvency, reorganization or liquidation 
proceedings or other proceedings for relief under any bankruptcy law or any law 
for the relief of debtors shall be instituted by or against Borrower and, if 
instituted against it, shall be consented to. 

        7. BALANCE ACTION. Borrower initiating or otherwise taking any action 
to cause restricted cash balances required under B.5. above to fall below 
$1,000,000. 

        8. OTHER EVENT. Any action or event, whether within or outside 
Borrower's control, which in Bank's sole opinion jeopardizes Borrower's ability 
to conduct normal operations. 

E.      Miscellaneous Provisions.

        1. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of 
Imperial Bank or any holder of Notes issued hereunder, in the exercise of any 
power, right or privilege hereunder shall operate as a waiver thereof, nor 
shall any single or partial exercise of any such power, right or privilege 
preclude other or further exercise thereof or of any other right, power or 
privilege. All rights and remedies existing under this agreement or any note 
issued in connection with a loan that Imperial Bank may make hereunder, are 
cumulative to, and not exclusive of, any rights or remedies otherwise 
available. 

        2. WARRANTS. As a condition to Bank's obligation to disburse any loan 
proceeds to Borrower, Borrower shall execute and deliver to Bank an agreement, 
in form and content acceptable to Bank, granting to Bank a 5 year Warrant to 
purchase 40,000 shares of Common Stock of Borrower at an exercise price of 
$5.00 per share. 

        3. DOCUMENTATION FEE. $250.00 due upon execution of this agreement.

INLAND CASINO CORPORATION


By: /s/ A.B. LAUB
   ----------------------------
        A.B. Laub
Title:  Executive Vice President 
Date:   October 10, 1995 


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