Exhibit 10-9


                        ENVIRONMENTAL INDEMNITY AGREEMENT


         THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement"),  dated as of
May 17, 1996,  is made by COUNTRY  WORLD  CASINOS,  INC.,  a Nevada  corporation
("Borrower") and HOLLY PRODUCTS, INC., a New Jersey corporation ("Guarantor" and
together with Borrower,  the  "Indemnitor")  for the benefit of KENNEDY FUNDING,
INC., a New Jersey corporation, and ANGLO-AMERICAN FINANCIAL, a New York limited
partnership,  as agent for the co-lenders set forth on Exhibit A attached hereto
("Lender").

                                    RECITALS

     A.  Lender  has  agreed  to  make a loan  to  Borrower  in  the  amount  of
$5,000,000.00  (the "Loan") to be  evidenced  by a Promissory  Note of even date
herewith  made by Borrower to the order of Lender (the  "Note") and secured by a
Deed of Trust,  Assignment of Rents and Security Agreement of even date herewith
granted by Borrower  for the  benefit of Lender  (the "Deed of Trust")  covering
certain real property more  specifically  described therein (the "Property") and
guaranteed by a Guaranty  Agreement of even date by Guarantor for the benefit of
Lender (the "Guaranty").  All capitalized  terms used herein without  definition
shall have the meanings given to such terms in the Deed of Trust.

     B. Borrower is the owner of a fee simple  estate in the  Property.  C. As a
condition  precedent to making the Loan,  Lender requires that Indemnitor  enter
into this  Agreement,  whose covenants and obligations are independent of and in
addition to Borrower's  obligations  under the Note, Deed of Trust and the other
documents   governing,   evidencing  and  securing  the  Loan  and   Guarantor's
obligations under the Guaranty.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Indemnitor hereby represents, warrants and covenants to Lender and
Lender's officers,  directors,  employees,  agents,  affiliates,  successors and
assigns (collectively, the "Indemnitees") as follows:

     Section 1. Representations and Warranties. Except as otherwise disclosed in
certain  separate  documentation  provided  to Lender by  Borrower,  which  such
documentation  is  specifically  identified  on  Exhibit B  attached  hereto and
incorporated  herein by this  reference  as though  fully set forth,  Indemnitor
represents  and  warrants to the  Indemnitees  that to the best of  Indemnitor's
knowledge:

     (a) Hazardous Substances have not at any time been generated, used, treated
or stored on, or  transported  to or from the Property in any quantity or manner
which violated any Environmental Law;



<PAGE>

     (b) Hazardous  Substances have not at any time been Released or disposed of
on the Property in any quantity or manner which violates any Environmental Law;

     (c)  Borrower  has not  received  notice  of any  violation  of  applicable
Environmental  Laws with  respect to the  Property  or the  requirements  of any
permits issued under such Environmental laws with respect to the Property;

     (d) There are no past, pending or threatened  Environmental  Claims against
Indemnitor or the Property;

     (e) There are not now and never  have been any  underground  storage  tanks
located on the Property;

     (f) Indemnitor has the power to execute,  deliver and perform the terms and
provisions of this Agreement and has taken all necessary action to authorize the
execution, delivery and performance by it of this Agreement;

     (g)  Indemnitor has duly executed and delivered  this  Agreement,  and this
Agreement  constitutes  its  legal,  valid and  binding  obligation  enforceable
against Indemnitor in accordance with its terms,  except as such enforcement may
be limited by bankruptcy,  insolvency,  reorganization  and other laws affecting
creditors' rights generally and by principles of equity;

     (h) Neither the  execution,  delivery or  performance by Indemnitor of this
Agreement,  nor compliance by it with the terms and provisions hereof,  will (i)
contravene any provisions of any law, statute,  rule or regulation or any order,
writ,  injunction or decree of any court or governmental  instrumentality,  (ii)
result in any breach of any of the terms,  covenants,  conditions  or provisions
of, or  constitute a default  under,  or result in the creation or imposition of
(or the  obligation  to create or impose)  any lien upon any of its  property or
assets pursuant to the terms of any indenture,  mortgage,  deed of trust, credit
agreement,  loan  agreement or any other  agreement,  contract or  instrument to
which it is a party or by which it or any of its  property or assets is bound or
to which it may be subject,  or (iii)  violate any  provision of its Articles of
Incorporation, Bylaws or other organizational documents; and

     (i) No order, consent, approval,  license,  authorization or validation of,
or filing,  recording or registration with, or exemption by, any governmental or
public body or authority,  or any subdivision thereof, is required to authorize,
or is required in connection  with, the execution,  delivery and  performance by
Indemnitor  of this  Agreement  or the  legality,  validity,  binding  effect or
enforceability of this Agreement.

     Section 2. Covenants. Indemnitor covenants and agrees as follows:

     (a)   Indemnitor   will  (i)  take  all  action   required  by   applicable
Environmental  Laws  relating  to the  ownership  or use of the  Property,  (ii)
immediately  pay or cause to be paid all costs  and  expenses  incurred  in such
compliance,  and (iii) take such actions as are necessary to prevent enforcement
of any liens imposed on the Property pursuant to any Environmental Laws.

                                        2

<PAGE>

     (b) Indemnitor will not generate, use, treat, store, Release or dispose of,
or permit the generation,  use, treatment,  storage, Release or disposal of, any
Hazardous Substances on the Property,  or transport or permit the transportation
of  any   Hazardous   Substances  to  or  from  the  Property  in  violation  of
Environmental  Laws,  in each case in any quantity or manner which  violates any
Environmental Law.

     (c) Lender has received an environmental  site assessment report concerning
the Property, prepared by an environmental consulting firm acceptable to Lender.
Such environmental site assessment report was conducted at no cost or expense to
Lender.  Upon reasonable request by Lender,  Indemnitor will obtain an update or
endorsement  to such audit.  If  Indemnitor  fails to deliver to Lender any such
updated or endorsed environmental site assessment report within thirty (30) days
after being  requested to do so by Lender  pursuant to this Section,  Lender may
obtain the same, and Indemnitor hereby grants to Lender and its agents access to
the  Property  and  specifically  grants to Lender an  irrevocable  nonexclusive
license to undertake such an updated or endorsed assessment,  and the reasonable
cost thereof  (together with interest  thereon at the Default Rate as defined in
the Note) will be payable by Indemnitor on demand.

     (d) Except for those matters disclosed in the environmental site assessment
provided  to  Lender by  Borrower,  Indemnitor  will  advise  Lender in  writing
immediately upon learning of any of the following: (i) any pending or threatened
Environmental  Claim against  Indemnitor or the Property;  (ii) any condition or
occurrence on the Property that (A) results in  noncompliance by Indemnitor with
any applicable Environmental Law, or (B) could reasonably be anticipated to form
the basis of an Environmental  Claim against  Indemnitor or the Property;  (iii)
any condition or occurrence on the Property that could reasonably be anticipated
to cause the  Property  to be  subject  to any  restrictions  on the  ownership,
occupancy,  use or  transferability of the Property under any Environmental law;
and (iv) the taking of any removal or remedial  action in response to the actual
or alleged presence,  in any quantity or manner which violates any Environmental
Law,  of any  Hazardous  Substances  on the  Property.  Each such  notice  shall
describe in reasonable detail the nature of the claim, investigation, condition,
occurrence or removal or remedial action and Indemnitor's  response thereto.  In
addition,  Indemnitor will provide Lender with copies of the all  communications
to or from  Indemnitor and any  governmental  agency  relating to  Environmental
Laws,  all  communications  to or from  Indemnitor  and any person  relating  to
Environmental  Claims,  and such detailed reports of any Environmental  Claim as
may be requested by Lender.

     (e) Without Lender's prior written consent,  not be unreasonably  withheld,
Indemnitor  shall not enter  into any  settlement,  consent or  compromise  with
respect to any Environmental Claim that might impair the value of the Property.


                                        3

<PAGE>

     (f) At no cost or expense to Lender,  if requested  to do so by  applicable
law or order,  Indemnitor will conduct any  investigation,  study,  sampling and
testing, and undertake any cleanup,  removal, remedial or other action necessary
to remove and clean up all Hazardous  Substances from the Property which must be
so removed or cleaned up in accordance  with the  requirements of any applicable
Environmental Laws, in accordance with all such requirements and with orders and
directives of all  governmental  authorities.  If all or any portion of the Loan
shall be outstanding,  Indemnitor may prepay the Loan in full, together with all
applicable  prepayment  penalties,  in  lieu of  complying  with  the  preceding
sentence.

     (g) At no cost to Lender, if requested to do so by applicable law or order,
Indemnitor  shall  comply  with  any  and  all  orders  and/or  requests  of the
Environmental  Protection  Agency ("EPA") to remove any fill material  deposited
into North Clear Creek when the retaining wall was  constructed on the Property;
which such  matters may be  determined  by an  inspection  of the Property to be
conducted by EPA on or about June 3, 1996. In addition,  Indemnitor shall pay or
cause to be paid all costs and  expenses  relating  to EPA and State of Colorado
oversight  costs with  respect to the  remediation  conducted  on the  Property.
Indemnitor  shall  comply  with  all  ongoing   obligations   contained  in  the
Recordkeeping  Provisions of the Administrative Order on Consent with respect to
the  Property  and shall  perform all  maintenance  and upkeep  with  respect to
maintaining the viability of the retaining wall constructed on the Property.

     Section 3. Indemnity.

     (a) Indemnitor agrees to defend (with attorneys reasonably  satisfactory to
the Indemnities),  protect,  indemnify and hold harmless each of the Indemnitees
and its respective officers, directors, employees, attorneys and agents from and
against any and all  liabilities,  obligations  (including  removal and remedial
actions), losses, damages (including foreseeable and unforeseeable consequential
damages and punitive damages),  penalties,  actions,  judgments,  suits, claims,
costs,   expenses  and  disbursements   (including   reasonable  attorneys'  and
consultants'  fees and  disbursements) of any kind or nature whatsoever that may
at any time be incurred by, imposed on or asserted  against any of them directly
or indirectly  based on, or arising or resulting  from (i) the actual or alleged
presence of Hazardous Substances on the Property in any quantity or manner which
violates Environmental Law, or the removal, handling,  transportation,  disposal
or storage  of such  Hazardous  Substances,  (ii) any  Environmental  Claim with
respect to Indemnitor or the Property, or (iii) the exercise of any Indemnitee's
rights  under  this  Agreement   (collectively,   the  "Indemnified   Matters"),
regardless of when such Indemnified Matters arise, but excluding any Indemnified
Matter with  respect to  Hazardous  Substances  first  placed or Released on the
Property  after  the  later of (1) the date  neither  Indemnitor  nor any of its
affiliates  holds title to or any other interest in or lien on the Property,  or
(2) the  payment in full of the Secured  Obligations  (as defined in the Deed of
Trust).  To the extent that this indemnity is unenforceable  because it violates
any law or public policy,  Indemnitor  agrees to contribute the maximum  portion
that it is  permitted  to  contribute  under  applicable  law to the payment and
satisfaction of all Indemnified Matters.


                                        4

<PAGE>

     (b) Indemnitor  agrees to reimburse each Indemnitee for all reasonable sums
paid and costs  incurred  by such  Indemnitee  with  respect to any  Indemnified
Matter within ten (10) days  following  written demand  therefor,  with interest
thereon at the Default Rate (as defined in the Note) if not paid within such ten
(10) day period.

     (c) Should any  Indemnitee  institute any action or proceeding at law or in
equity, or in arbitration, to enforce any provision of this Agreement (including
an action for declaratory  relief or for damages by reason of any alleged breach
of any  provision  of this  Agreement)  or  otherwise  in  connection  with this
Agreement  or any  provision  hereof,  it  shall be  entitled  to  recover  from
Indemnitor  its  reasonable  attorneys'  fees  and  disbursements   incurred  in
connection  therewith  if  its  is  the  prevailing  party  in  such  action  or
proceeding.

     Section 4. Events of Default.  Upon the  occurrence of any of the following
specified events (each an "Event of Default"):

     (a) If any of the  representations  and  warranties  contained in Section 1
shall prove to be untrue in any respect; or

     (b) If  Indemnitor  fails to  perform  any of its  obligations  under  this
Agreement  within  fifteen  (15) days  following  notice  thereof  from  Lender;
provided  that if such  nonperformance  is  incapable of cure within such 15-day
period,  no Event of Default shall occur hereunder if Indemnitor has commenced a
program to perform such obligations,  which program is satisfactory to Lender in
its  reasonable  discretion  and is in accordance  with  applicable  law, and is
diligently  pursuing such program to completion;  and provided further that if a
shorter cure period or notice  requirement for any particular failure to perform
is provided by applicable law or this Agreement,  such specific provisions shall
control; then and in any such event, and at any time thereafter, if any Event of
Default shall then be continuing,  Lender may do or cause to be done whatever is
reasonably   necessary  to  cause  the   Property  to  comply  with   applicable
Environmental  laws  (provided  that such  actions  shall not go beyond  what is
reasonably  required to bring the Property into  compliance  with the applicable
Environmental Laws), and the cost thereof (together with interest thereon at the
Default Rate, as defined in the Note) shall become  immediately  due and payable
by Indemnitor  without notice.  Indemnitor shall and does hereby grant to Lender
and its agents access to the Property and hereby  specially  grants to Lender an
irrevocable,   non-exclusive  license  to  cause  the  Property  to  so  comply,
including,  without  limitation,  to enter the Property and remove therefrom any
Hazardous Substances. Lender agrees to use reasonable efforts to avail itself of
provisions,  if any, now or hereafter  contained in the Environmental  Laws, and
any  rules  and  regulations  enacted  in  connection  therewith,  and which are
available to a secured party as a means of mitigating its damage.

     Section 5.  Obligations.  The liability of Indemnitor  under this Agreement
shall in no way be limited to or impaired by any  amendment or  modification  of
the  provisions  of the Loan  Documents  unless such  amendment or  modification
expressly  refers to this  Agreement.  In addition,  the liability of Indemnitor
under  this  Agreement  shall  in no way  be  limited  or  impaired  by (i)  any
extensions of time for performance required by any of the Loan Documents,

                                        5

<PAGE>

(ii) any sale,  assignment or foreclosure of the Note or any sale or transfer of
all or any part of the Property,  (iii) any exculpatory  provision in any of the
Loan Documents limiting any Indemnitee's  recourse to property encumbered by the
Deed of Trust or to any other security, or limiting the Indemnitees' rights to a
deficiency judgment against  Indemnitor,  (iv) the accuracy or inaccuracy of the
representations  and  warranties  made by  Indemnitor  or any other  person from
performance  or  observance  of any  of  the  agreements,  covenants,  terms  or
conditions contained in any of the Loan Documents (other than this Agreement) by
operation of law, any Indemnitee's voluntary act, or otherwise, (vi) the release
or  substitution in whole or in part of any security for the Note (vii) Lender's
failure  to  record  the  Deed of Trust or file  any  Financing  Statements  (or
Lender's improper  recording or filing of any thereof) or to otherwise  perfect,
protect,  secure or insure any  security  interest or lien given as security for
the Note;  and, in any such case,  whether with or without  notice to Indemnitor
and with or without consideration.

     Section 6.  Independent  Obligations.  This Agreement is intended to create
obligations that are separate and independent of Indemnitor's  obligations under
the Note,  Deed of Trust  and other  Loan  Documents.  Indemnitor's  obligations
hereunder  are,  however,  secured  by the  Deed of  Trust  and the  other  Loan
Documents.

     Section 7. Survival.

     (a) Subject to Paragraph 3(a), the representations,  warranties,  covenants
and  indemnities  set forth in this Agreement shall survive the repayment of the
Loan, the release of the lien of the Deed of Trust,  any foreclosure of the Deed
of Trust or the  delivery  of a deed or  assignment  in lieu of  foreclosure  or
otherwise, and the transfer of any interest in and to the Property.

     (b) This  Agreement  shall  be  binding  on and  inure  to the  benefit  of
Indemnitor,  the  Indemnities,  and their  respective  successors  and  assigns.
Without limiting the generality of the foregoing,  this Agreement shall inure to
the benefit of each  assignee or holder of the Note and each of such  assignee's
or   holder's   officers,   directors,   employees,   agents   and   affiliates.
Notwithstanding the foregoing,  Indemnitor, without the prior written consent of
Lender in each  instance,  may not  assign,  transfer or set over in whole or in
part, all or any part of its benefits, rights, duties and obligations hereunder.

     Section 8.  Definitions.  As used in this  Agreement,  the following  terms
shall have the following meanings:

     "Hazardous  Substances"  means (a) any  chemicals,  materials or substances
defined as or included in the definition of "hazardous  substances,"  "hazardous
wastes,"  "hazardous   materials,"  "extremely  hazardous  wastes,"  "restricted
hazardous wastes," "toxic  substances,"  "toxic  pollutants,"  "contaminants" or
"pollutants,"  or words or similar  import,  under any applicable  Environmental
Law; and (b) any other  chemical,  material or  substance,  exposure to which is
prohibited,  limited or  regulated  by any  governmental  authority,  including,
without  limitation,  asbestos  and  asbestos-containing  materials in any form,
lead-based  paint,  any  radioactive  materials  and  polychlorinated  byphenyls
("PCB's"), or substances or compounds contained PCB's.


                                        6

<PAGE>

     "Environmental  Law" means any federal,  state or local law, whether common
law, court or administrative  decision,  statute, rule,  regulation,  ordinance,
court order or decree, or administrative  order or any administrative  policy or
guidelines concerning action levels of a governmental authority (federal,  state
or local) now or hereafter in effect relating to the environment, public health,
occupational  safety,  industrial hygiene,  any Hazardous Substance  (including,
without limitation, the disposal, generation, manufacture, presence, processing,
production, Release, storage, transportation,  treatment or use thereof), or the
environmental  conditions on, under or about the Property,  as amended and as in
effect from time to time (including,  without limitation, the following statutes
and all  regulations  thereunder as amended and in effect from time to time: the
Comprehensive Environmental Response,  Compensation,  and Liability Act of 1980,
as amended,  42 U.S.C.  ss.ss.  9601,  et seq.;  the  Superfund  Amendments  and
Reauthorization  Act of 1986,  Title III, 42 U.S.C.  ss.ss.  11001, et seq.; the
Clean Air Act, 42 U.S.C.  ss.ss.  7401 et seq.;  the Safe Drinking Water Act, 42
U.S.C.  ss.ss.  300(f), et seq.; the Solid Waste Disposal Act, 42 U.S.C.  ss.ss.
3251, et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C.
ss.ss. 1801, et seq.; the Resource Conservation and Recovery Act, as amended, 42
U.S.C.  ss.ss.  6901,  et seq.;  the Federal  Water  Pollution  Control  Act, as
amended,  33 U.S.C.  ss.ss.  1251, et seq.; the Toxic Substances  Control Act of
1976, 15 U.S.C.  ss.ss.  2601, et seq.; and the  Occupational  Safety and Health
Act, 29 U.S.C.  ss.ss. 651, et seq.; and any successor  statutes and regulations
to the foregoing.

     "Environmental  Claims"  means any and all  administrative,  regulatory  or
judicial actions,  suits,  demands,  demand letters,  claims,  liens, notices of
non-compliance or violation,  investigations or proceedings  relating in any way
to any  Environmental  Law  (hereafter  "Claims") or any permit issued under any
such  Environmental  Law, including without limitation (a) any and all Claims by
governmental  or  regulatory  authorities  for  enforcement,  cleanup,  removal,
response, remedial or other actions or damages,  contribution,  indemnification,
cost  recovery,  compensation  or injunctive  relief  resulting  from  Hazardous
Substances or arising from alleged injury or threat of injury to health,  safety
or the environment.

     "Release"  means  disposing,  discharging,  injecting,  spilling,  leaking,
leaching, dumping, emitting,  escaping, emptying, seeping, placing and the like,
into  or  upon  any  land or  water  or air,  or  otherwise  entering  into  the
environment.

     Section 9. Miscellaneous.

     (a) If Indemnitor  is more than one person or entity,  then (i) all persons
or entities  comprising  Indemnitor are jointly and severally  liable for all of
the Indemnitor's  obligations hereunder;  (ii) all representations,  warranties,
and covenants made by Indemnitor  shall be deemed  representations,  warranties,
and covenants of each of the persons or entities  comprising  Indemnitor;  (iii)
any  breach,  Default  or Event of Default  by any of the  persons  or  entities
comprising  Indemnitor  hereunder  shall be deemed to be a breach,  Default,  or
Event of Default of Indemnitor;  and (iv) any reference  herein contained to the
knowledge or awareness of  Indemnitor  shall mean the  knowledge or awareness of
any of the persons or entities comprising Indemnitor.


                                        7

<PAGE>

     (b) Indemnitor waives any right or claim of right to cause a marshalling of
its assets or to cause any Indemnitee to proceed against any of the security for
the Loan before proceeding under this Agreement. Indemnitor expressly waives and
relinquishes  all present or future rights,  remedies,  or  circumstances  which
might  constitute a legal or equitable  discharge of  Indemnitor  or which might
otherwise impair the validity or  enforceability  of this Agreement.  Indemnitor
hereby agrees to postpone the exercise of any and all rights of  subrogation  to
the rights of any  Indemnitee  against  Indemnitor  hereunder  and any rights of
subrogation  to any  collateral  securing  the Loan,  until all  obligations  or
Indemnitor  to the  Indemnitees  hereunder  have been  performed in full and all
principal,  interest and other sums  evidenced or secured by the Loan  Documents
shall have been paid in full.

     (c) Any party  liable upon or in respect of this  Agreement or the Loan may
be released without affecting the liability of any party not so released.

     (d) No failure or delay on the part of any of the Indemnitees in exercising
any right, power or privilege  hereunder or under any other Loan Document and no
course of dealing between  Indemnitor and the Indemnitees (or any of them) shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right,  power or privilege  hereunder or under any other Loan Document  preclude
any other or further exercise thereof or the exercise of any other right,  power
or privilege hereunder or thereunder.  The rights, powers and remedies herein or
in any other Loan  Documents  expressly  provided  are  cumulative  with and not
exclusive of any rights, powers or remedies which the Indemnitees or any of them
would  otherwise  have.  No notice to or demand on Indemnitor in any case shall,
ipso  facto,  entitle  Indemnitor  to any other or  further  notice or demand in
similar  or other  circumstances  or  constitute  a waiver of the  rights of the
Indemnitees to any other or further action in any  circumstances  without notice
or demand where notice or demand is not otherwise required.

     (e) All  notices  hereunder  shall be  writing  and shall be  delivered  in
accordance with the provisions of the Deed of Trust.

     (f) Neither  this  Agreement  nor any term  hereof may be changed,  waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing and signed by each of the parties hereto.

     (g)  LENDER  AND  INDEMNITOR   KNOWINGLY,   IRREVOCABLY,   VOLUNTARILY  AND
INTENTIONALLY  WAIVE ANY RIGHT  EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY ACTION,  PROCEEDING OR COUNTERCLAIM BASED ON THIS AGREEMENT,  OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE
OF  DEALING,  STATEMENT  (WHETHER  VERBAL OR  WRITTEN)  OR  ACTIONS OF ANY PARTY
HERETO.  THIS  PROVISION IS A MATERIAL  INDUCEMENT  FOR LENDER AND INDEMNITOR TO
ENTER INTO THE LOAN TRANSACTION EVIDENCED BY THE NOTE. 

                                       8

<PAGE>

     (h) This Agreement and the rights and obligations of the parties  hereunder
shall be construed in accordance with and be governed by the law of the State of
Colorado.

     (i) All pronouns and any  variations of pronouns  herein shall be deemed to
refer to the masculine, feminine, or neuter, singular or plural, as the identity
of the parties may require.  Whenever the terms  herein are  singular,  the same
shall be  deemed to mean the  plural,  as the  identity  of the  parties  or the
context requires and vice versa.

     (j) This Agreement may be executed in multiple counterparts,  each of which
shall  constitute  a  duplicate  original,  but  all  of  which  together  shall
constitute one and the same instrument.

     (k)  Notwithstanding  any other term or  provision  contained  within  this
Agreement,  Borrower hereby reserves all rights,  actions,  allegations,  claims
and/or demands which Borrower may have, or which may accrue in favor of Borrower
in the future ("Claims"),  against and/or with respect to New Allied Development
Corporation and/or its wholly owned subsidiary  Tommyknocker Casino Corp.; which
such Claims  shall not, in any way, be affected (or be construed to be affected)
by the execution of this Agreement.

     IN  WITNESS   WHEREOF,   Indemnitor   has   caused   its  duly   authorized
representative  to execute and deliver this Agreement as of the date first above
written.

                                     COUNTRY WORLD CASINOS, INC.,
                                     a Nevada corporation


                                     By:
                                         --------------------------------------
                                     
                                     Title:
                                           ------------------------------------
                                     
                                     HOLLY PRODUCTS, INC.,
                                     a New Jersey corporation


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


                                        9

<PAGE>



                                    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

                      Environmental Documentation Provided
                      ------------------------------------
                              by Borrower to Lender
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1.   Corrective  Action  Plan for Mill  Sites 12 and 13.  Stewart  Environmental
     Consultants, Inc., July 1992.

2.   Final Report for the  Remediation  Project at Mill Sites 12 and 13. Stewart
     Environmental Consultants, Inc., July 1994 (Amended October 1994).

3.   Administrative  Order on Consent for Removal Action.  EPA Docket No. CERCLA
     VIII-93-12, In the Matter of: Clear Creek/Central City - Golden Gilpin Mill
     Sites 12 and 13, Superfund Site, Site No. 13, February 11, 1993.