Exhibit 10-8


                                 PROMISSORY NOTE
                          (Country World Casinos, Inc.)

                           $5,000,000.00 May 20, 1996


     THIS PROMISSORY NOTE (this "Note") shall be effective as of the 20th day of
May, 1996, and is executed by COUNTRY WORLD CASINOS,  INC., a Nevada corporation
("Maker"),  whose  address  is 4155 East  Jewell  Avenue,  Suite  1000,  Denver,
Colorado 80222,  Attn:  Roger Leclerc in favor of KENNEDY  FUNDING,  INC., a New
Jersey   corporation,   whose  address  is  Two  University  Plaza,  Suite  402,
Hackensack,   New  Jersey,   07601,  Attn:  Joseph  Wolfer,  and  ANGLO-AMERICAN
FINANCIAL,  a New York  limited  partnership,  Attn:  Robin  Rodriquez,  55 John
Street,  17th Floor,  New York, New York 10038,  as agent for the co-lenders set
forth on Exhibit A hereto (collectively, "Holder"):

     1. Promise to Pay. For value received,  Maker hereby promises to pay to the
order of Holder the principal sum of  $5,000,000.00  ("Loan  Amount"),  together
with interest thereon at the rate as hereinafter specified,  all in lawful money
of the United  States of America which  constitutes  legal tender for payment of
debts, public and private, at the time of payment.

     2. Interest  Rate.  Interest on the unpaid  principal  balance of this Note
outstanding  from the effective date hereof shall be paid at the rate of 15% per
annum from the  effective  date of this Note until May 19, 1997 (the "First Year
Interest  Obligation")  and at a rate of 24% per annum  thereafter until the Due
Date (as defined below) (collectively, the "Interest Rate").

     3. Payment Schedule. Payments of principal and interest shall be payable as
follows:  (a) the First year Interest Obligation shall be prepaid to Holder upon
delivery of this Note to Holder;  (b)  commencing on May 19, 1997 and continuing
on the 19th  day of each  month  thereafter,  Maker  shall  make  interest  only
payments, in advance, in the amount of 2% of the then existing principal balance
of the Loan Amount; and (c) the entire outstanding  principal balance,  together
with all accrued and unpaid  interest,  if not previously paid, shall be finally
due and  payable  on May 19,  1999,  (the "Due  Date").  By  acceptance  of this
Promissory  Note,  Holder  acknowledges  that Maker has  prepaid  the First Year
Interest Obligation.

     4. Place and Manner of Payment. Payment shall be made by Maker to Holder by
wire  transfer of the required  funds to Kennedy  Funding,  Inc.,  as agent,  in
accordance with the wiring  instructions  set forth on Exhibit B attached hereto
and  incorporated  herein by this reference or at such other address and in such
other  manner be  designated  from time to time by Holder by  written  notice to
Maker.


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<PAGE>

     5.  Prepayment  Privilege.  Maker  shall  have the  right,  at any time and
without premium or fee, to prepay this Note in whole or in part. Notwithstanding
the foregoing,  it is hereby specifically  acknowledged and agreed by Maker that
Holder  shall  be  entitled  to  retain  one-half  of the  First  Year  Interest
Obligation upon any prepayment of this Note by Maker prior to November 19, 1996.
However,  Holder  acknowledges  and  agrees  that in the event that this Note is
repaid prior to May 19, 1997, that portion of the First Year Interest Obligation
which  represents  interest  that has not accrued from November 19, 1996 through
the date of such repayment, if any, shall be refunded to Maker.

     6. Related  Documents.  "Related  Documents"  shall mean the Deed of Trust,
Assignment of Rents and Security  Agreement securing this Note ("Deed of Trust")
which encumbers certain property in Gilpin County, Colorado described on Exhibit
B  hereto  ("Property")  and  related  financing  documents;  the  Environmental
Indemnity  Agreement;  all other  documents  executed or  delivered  by maker in
connection  with  the  indebtedness  evidenced  by  this  Note;  and any and all
amendments of any of the foregoing  documents which may be executed from time to
time.

     7.  Application of Payments.  Prior to any  acceleration of all amounts due
hereunder  pursuant to Section 10 below, all payments hereunder shall be applied
first to the repayment of sums, if any,  advanced by Holder under the provisions
of the Related  Documents,  including  sums  advanced  for the payment of taxes,
assessments,  insurance  premiums,  or  maintenance  with  respect to any of the
property  encumbered  by the Deed of Trust,  together  with interest on the sums
advanced at the Default Rate, as  hereinafter  defined,  such interest to accrue
from the date of any  advance  until the  advance  is  repaid;  second,  to late
charges on defaulted payments as hereinafter provided;  third, to the payment of
accrued and unpaid  interest on the principal of this Note,  including  interest
accrued  at the  Default  Rate  as  hereinafter  provided;  and  fourth,  to the
reduction  of  principal of this Note.  After any such  acceleration,  or in the
event any  amounts  are  received  as a  prepayment  of the Loan from any source
whatsoever,  except a voluntary prepayment in full by Maker of this Note without
default,  all  amounts  received  by Holder  shall be applied in  Holder's  sole
discretion.

     8. Late Charge on Late Payments - Default  Interest.  In the event that any
payment to be made  hereunder  is not made within five (5) days of the date that
such  payment  is due  hereunder,  a late  charge of ten  percent  (10%) of such
payment will be due (the "Late  Charge").  In addition,  any payment that is not
made  within  five (5) days of the date  that  such  payment  is due  hereunder,
including sums, if any,  advanced under the provisions of the Deed of Trust, and
including the entire balance of principal, interest, and other sums due upon the
maturity hereof, by acceleration or otherwise,  shall bear interest at a rate of
24%  during  the  first  loan year and 36%  thereafter  ("Default  Rate"),  such
interest to accrue from the date due until paid.

     9. Default.  Each of the following  shall  constitute an "Event of Default"
under this Note:


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          (a) The  failure of Maker to pay in full any amount due  hereunder  or
under the Deed of Trust by the date  which is five days after the same is due as
provided herein or in the Deed of Trust (a "Late Payment"); provided, however if
Maker pays a Late  Payment,  and the Late  Charge and  interest  computed at the
Default Rate associated therewith,  on or before the date which is 15 days after
such payment was  otherwise due then Holder agrees to treat the Event of Default
as having been cured;

          (b) The  failure of Maker to  perform,  satisfy,  and observe in full,
when due, any of the obligations,  covenants, conditions, and restrictions under
this Note, or under the Related  Documents,  not involving the payment of money,
and such failure shall  continue for 30 days after written notice from Holder to
Maker of such failure, or if said failure cannot reasonably be cured within said
30-day  period,  if Maker shall not in good faith  commence to cure such failure
within  such  30-day  period  or  shall  not  diligently  proceed  therewith  to
completion.

     10. Right to  Accelerate  on Event of Default.  Upon the  occurrence of any
Event of  Default  hereunder  or under  the Deed of Trust or any  other  Related
Documents,  which has not been cured within  applicable  cure periods the entire
balance of principal,  accrued interest, any other sums owing hereunder or under
the Deed of Trust shall, at the option of Holder, become at once due and payable
without prior notice or demand.

     11. Waivers of Demand,  Etc. Maker and all parties now or hereafter  liable
for the payment hereof,  primarily or secondarily,  directly or indirectly,  and
whether as endorser,  guarantor,  surety, or otherwise,  severally waive demand,
presentment,  notice of dishonor or  nonpayment,  protest and notice of protest,
and diligence in collecting, and consent to substitution, release, or impairment
of  collateral,  the taking of  additional  collateral,  extensions  of time for
payment,  renewals  of this Note and  acceptance  of partial  payments,  whether
before, at, or after maturity, all or any of which may be made without notice to
any of said parties and without affecting their liability to Holder.

     12. Costs of Collection.  Maker and all parties now or hereafter liable for
the payment  hereof agree to pay all costs and  expenses,  including  reasonable
attorneys'  fees,  incurred in  collecting  this Note or any part  thereof or in
preserving,  securing  possession  of, and realizing  upon any security for this
Note whether or not legal proceedings are commenced.

     13. No Usury  Payable.  The  provisions of this Note and of all  agreements
between Maker and Holder are hereby expressly  limited so that in no contingency
or event  whatsoever  shall the amount paid, or agreed to be paid, to Holder for
the use,  forbearance,  or retention of the Loan Amount  ("Interest") exceed the
maximum  amount  permissible  under  applicable  law. If, from any  circumstance
whatsoever,the  performance  or  fulfillment  of any provision  hereof or of any
other  agreement  between Maker and Holder  shall,  at the time  performance  or
fulfillment  of such  provision  shall be due,  exceed  that limit for  Interest
prescribed by law, then, ipso facto, the obligation to be performed or fulfilled
shall be reduced to such limit, and if, from any circumstance whatsoever, Holder
should ever receive as Interest an amount which would exceed the highest  lawful
rate,  the amount  which  would be  excessive  Interest  shall be applied to the
reduction of the principal  balance owing hereunder (or, at Holder's option,  be
paid over to Maker) and not to the payment of Interest.


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     14.  Severability of Provisions.  If any provision hereof or of the Deed of
Trust shall, for any reason and to any extent, be invalid or unenforceable, then
the  remainder  of the  instrument  in which such  provision is  contained,  the
application of the provision to other persons,  entities, or circumstances,  and
any other  instrument  referred  to herein  shall not be  affected  thereby  but
instead shall be enforceable to the maximum extent permitted by law.

     15.  Successors  to Maker or Holder.  The term "Maker" as used herein shall
include  the  original  Maker of this Note and any  party  who may  subsequently
become primarily liable for the payment hereof. The term "Holder" as used herein
shall mean the original payee of this Note or, if this Note is transferred,  the
then holder of this Note,  provided that, until written notice is given to Maker
designating  another  party as Holder,  Maker may  consider the Holder to be the
original  payee or the party last  designated  as Holder in a written  notice to
Maker.

     16. Notices. All notices,  consents, or other instruments or communications
provided for under this Note be in writing, signed by the party giving the same,
and shall be deemed  properly  given and received  when  actually  delivered and
received or three business days after mailed, if sent by registered or certified
mail, postage prepaid, to the addresses set forth in the first paragraph of this
Note, or to such other address as a party may designate by written notice to the
other party.

     17. Captions for  Convenience.  The captions to the sections hereof are for
convenience  only and shall not be considered  in  interpreting  the  provisions
hereof.

     18.  Governing  Law.  Regardless of the place of its  execution,  this Note
shall be  construed  and  enforced in  accordance  with the laws of the State of
Colorado.

                                    COUNTRY WORLD CASINOS, INC.,
                                    a Nevada corporation


                                    By:
                                       ----------------------------------------
                                    
                                    Title:
                                          -------------------------------------



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                                    EXHIBIT A


List of co-lenders:
-------------------

                           Norlar, Inc.

                           Anglo-American Financial

                           19 Gorge Acquisition, Corp.

                           Ashton Global Enterprises, Inc.

                           K-Squared, Inc.

                           Kuba Moran

                           Kennedy Funding Financial Corp.

                           19 Gorge Money Purchase Plan



<PAGE>


                                    EXHIBIT B


                    Wiring Instructions for Payments to Agent
                    -----------------------------------------


Wire to:                                    Independence Bank of New Jersey
                                            1100 Lake Street
                                            Ramsey, NJ  07446
                                            (201) 825-1000

Fed. Reserve Short Name:                    Independ Allendale
ABA Number:                                 021200957
Account Name:                               KENNEDY FUNDING INVESTMENTS, INC.
Account Number:                             881005766