Exhibit 10.78

9

                       PURCHASE AGREEMENT

      This Purchase Agreement is made as of March 1, 1999, by and
between:

       THE  BEEBER  CORPORATION,  a  Louisiana  corporation  (the
"Corporation"),  herein represented by William D.  Woodward,  its
duly  authorized  president, whose mailing address  is  718  Ryan
Street, Lake Charles, Louisiana  70601;

     WILLIAM  D.  WOODWARD ("WW") and TIMOTHY J. VAUGHAN  ("TV"),
both  persons  of the age of majority and domiciled in  Calcasieu
Parish, Louisiana, whose mailing address is 718 Ryan Street, lake
Charles, Louisiana 70601 (herein collectively referred to as  the
"Individuals";  while  the Corporation and  the  Individuals  are
collectively referred to as "Beeber"); and

     PLAYERS  LAKE CHARLES, LLC (successor in interest to Players
Lake  Charles,  Inc.),  a  Louisiana  limited  liability  company
("Players"),   herein   represented  by  Players   Lake   Charles
Riverboat,  Inc.,  its  duly authorized  managing  member,  which
appears  herein  by  and  through Howard A.  Goldberg,  its  duly
authorized president, whose mailing address is 2333 Broad Street,
Lake Charles, Louisiana 70601.

BACKGROUND

      A.    The  Corporation is the holder of a Payment  Interest
under the terms of that certain Settlement Agreement dated as  of
the  27th day of July, 1995 (the "Settlement Agreement"), by  and
among  Players  Lake Charles, Inc. (predecessor  in  interest  to
Players),  Beeber  and certain other parties, pursuant  to  which
Settlement Agreement, Players agreed, among other things, to  pay
to  the  Corporation the sum of $1.425 per Gaming Patron included
in  the  Coast  Guard  Count  in any Rental  Year  (the  "Payment
Interest";  each  italicized term  is  used  as  defined  in  the
Settlement   Agreement).   As  referenced   in   the   Settlement
Agreement,    the   Payment   Interest   represents    additional
consideration for the transactions contemplated by  that  certain
Asset Purchase Agreement dated August 16, 1995 by and between the
Corporation and Players Lake Charles, Inc.

     B.   On or after July 28, 1995, with the consent of Players,
the  Corporation  assigned  a portion of  the  Payment  Interest,
consisting of $0.25 per Gaming Patron included in the Coast Guard
Count in any Rental Year, to Karl E. Boellert ("Boellert").  Said
assignment reduced the Corporation's Payment Interest  to  $1.175
per Gaming Patron included in the Coast Guard Count in any Rental
Year  (the  "Remaining Payment Interest").   Each  month,  Beeber
receives  payment  from Players (the "Monthly  Payments")  in  an
amount  determined by multiplying the Remaining Payment  Interest
by the number of Gaming Patrons included in the Coast Guard Count
during the immediately preceding month.

       C.    On  or  about  February  8,  1999,  Players'  parent
corporation, Players International, Inc. ("PII"), entered into  a
merger  agreement  with  Jackpot  Enterprises,  Inc.  ("Jackpot")
pursuant to which, among other things, a subsidiary of Jackpot is
to merge with and into PII (the "Merger Transactions").

      D.   Players has offered to purchase from Beeber and Beeber
has  agreed  to sell and convey to Players the Remaining  Payment
Interest  (including any and all interest of the  Individuals  in
such  Remaining  Payment Interest by virtue of  the  Individuals'
ownership  of the stock of the Corporation), all subject  to  the
terms and conditions of this Agreement.

      NOW,  THEREFORE,  in consideration of  the  foregoing,  the
mutual  promises  contained herein, and other good  and  valuable
consideration,  the receipt and legal sufficiency  of  which  are
hereby  acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:

     1.   Incorporation of Background.  The Background provisions
above  are incorporated herein by this reference as if set  forth
at  length.  Players and Beeber hereby acknowledge the truth  and
accuracy of the Background provisions.

      2.    Purchase and Sale of Remaining Payment Interest.   On
the third business day of the month next following the receipt of
Regulatory  Approval  (as  hereinafter  defined)  (the   "Closing
Date"), Players shall purchase from Beeber, and Beeber shall sell
to  Players the Remaining Payment Interest.  If the Closing  Date
does  not occur on or before January 5, 2000, this Agreement  and
the  rights  and  obligations  of  the  parties  hereunder  shall
terminate;  provided, however, that if any of the  parties  shall
have acted in bad faith in seeking Regulatory Approval, then this
Agreement  shall  be deemed breached by any such  party  and  the
other  parties hereto shall have such rights and remedies as  may
be available at law.

     3.   Purchase Price.

           (a)  Subject to the receipt of Regulatory Approval, as
of  the  date  of  this  Agreement, and in consideration  of  the
purchase of the Remaining Payment Interest, Players shall pay  to
the  Corporation, or such of the Individuals as  the  Corporation
may direct, the sum of Thirteen Million Five Hundred Thousand and
No/100  Dollars ($13,500,000.00) (the "Purchase Price"),  subject
to adjustment in accordance with the terms of subparagraph 3(b).

          (b)  From and after the date of this Agreement, (i) the
Purchase Price shall accrue interest at the rate of seven percent
(7%)  per  annum, and (ii) each Monthly Payment (from  and  after
that  accrued  during February of 1999) shall be applied  to  the
Purchase  Price;  first to the payment of accrued  interest,  and
second  to  the reduction of the Purchase Price.  On the  Closing
Date,  the resultant balance of the Purchase Price (the "Adjusted
Purchase Price") plus accrued but unpaid interest shall  be  paid
by  Players  in immediately available funds.  In the  event  that
Closing  occurs  on  the  Closing Date,  Players  shall  have  no
obligation  to make any Monthly Payment or any pro rated  portion
thereof  to Beeber for any portion of the month in which  Closing
occurs.

     4.   Release and Non-Compete Agreement.  In consideration of
the  receipt of the Adjusted Purchase Price, Beeber shall execute
and  deliver  to Players a Release and Non-Compete  Agreement  in
substantially  the  form  attached hereto  as  Exhibit  "A"  (the
"Release and Non-Compete Agreement").

     5.   Conditions Precedent.

           (a)   Players'  obligation to purchase  the  Remaining
Payment  Interest shall be contingent upon the earlier  to  occur
of:

                 (i)    Players'  receipt  of  approval  of   the
transactions  contemplated by this Agreement from  the  Louisiana
Gaming  Control  Board or any other Louisiana  gaming  regulatory
authorities  having jurisdiction over the operations  of  Players
(the "Louisiana Regulators"); and

                (ii)      the failure of the Louisiana Regulators
to  respond  within sixty (60) days after Players' submission  to
the  Louisiana  Regulators of a request for  a  determination  of
whether  the transactions contemplated by this Agreement  require
the approval of the Louisiana Regulators; and

                 (iii)       Players'  receipt   of   a   written
determination  from the Louisiana Regulators to the  effect  that
approval  of  the transactions contemplated by this Agreement  is
not   required   (the  happening  of  any   event  described   in
subparagraph  (i),  (ii)  or  (iii)  shall  be  referred  to   as
"Regulatory Approval").

            (b)    Players  shall  diligently  pursue  Regulatory
Approval  in  conjunction with its efforts to obtain approval  of
the  Merger  Transactions.  However, if the  Merger  Transactions
(and   consequently,  the  transactions  contemplated   by   this
Agreement) have not been approved by the Louisiana Regulators  on
or  before  September 30, 1999, then Players, with the assistance
and  cooperation  of  the  Corporation and  the  Individuals,  as
needed,   shall  make  independent  application  for   Regulatory
Approval.  Players shall diligently pursue all such approvals.

      6.    Time of Closing; Closing Deliveries.  Closing of  the
purchase  and sale of the Remaining Payment Interest  ("Closing")
shall  take  place  on the Closing Date at a  time  and  a  place
mutually  convenient to the parties.  At Closing,  Players  shall
deliver  to  the Corporation, or such of the Individuals  as  the
Corporation  may  direct, the Adjusted Purchase  Price  plus  any
accrued  but unpaid interest, and Beeber shall deliver to Players
the Release and Non-Compete Agreement.

      7.    Entire Agreement.  This Agreement contains the entire
understanding of the parties hereto with respect to  the  subject
matter contained herein.

     8.   Counterparts.  This Agreement may be executed in one or
more  counterparts, all of which taken together shall  constitute
one instrument.

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Purchase  Agreement before the undersigned, competent  witnesses,
and the notaries shown below, as of the date first above written.

WITNESSES:                         THE BEEBER CORPORATION

                                   By:___________________________
                                   William D. Woodward, President
____________________________


____________________________
Notary Public

WITNESSES:

____________________________       _____________________________
                                   William D. Woodward
____________________________


___________________________
Notary Public

[SIGNATURES CONTINUE ON NEXT PAGE]
WITNESSES:


____________________________  __________________________________
                              Timothy J. Vaughan
____________________________


____________________________
Notary Public


ATTEST:                       PLAYERS LAKE CHARLES, LLC
                              By:Players Lake Charles Riverboat,
                              Inc., Managing Member


____________________________  By:__________________________
                              Howard A. Goldberg, President
____________________________


____________________________
Notary Public
EXHIBIT "A"

RELEASE AND NON-COMPETE AGREEMENT

      This Release and Non-compete Agreement is made on the _____
day  of __________, _____, by and between THE BEEBER CORPORATION,
a  Louisiana corporation (the "Corporation"), William D. Woodward
("WW")  and  Timothy  Vaughan ("TV"; WW and TV  are  collectively
referred  to  as  the  "Individuals";  the  Corporation  and  the
Individuals are collectively referred to as "Beeber") and PLAYERS
LAKE CHARLES, LLC (successor in interest to Players Lake Charles,
Inc.), a Louisiana limited liability company ("Players").

BACKGROUND

      A.    Pursuant  to  the  terms  of  that  certain  Purchase
Agreement dated as of the first (1st) day of March, 1999, by  and
between  Players  and Beeber (the "Purchase Agreement"),  Players
offered  to  purchase from Beeber and Beeber agreed to  sell  and
convey to Players, Beeber's "Remaining Payment Interest" (as that
term  is  defined in the Purchase Agreement) arising  under  that
certain  Settlement Agreement dated as of the 27th day  of  July,
1995,  by  and  among Players Lake Charles, Inc. (predecessor  in
interest  to  Players),  Beeber and certain  other  parties  (the
"Settlement Agreement"), all subject to the terms and  conditions
of  the  Purchase  Agreement.  As referenced  in  the  Settlement
Agreement,  the Remaining Payment Interest represents  additional
consideration for the transactions contemplated by  that  certain
Asset Purchase Agreement dated August 16, 1995 by and between the
Corporation and Players Lake Charles, Inc.

      B.   Beeber is entering into this Agreement with Players in
consideration of its receipt of the consideration stated  in  the
Purchase Agreement.

      NOW,  THEREFORE,  in consideration of  the  foregoing,  the
mutual  promises  contained herein, and other good  and  valuable
consideration,  the  receipt and legal sufficiency  of  which  is
hereby  acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:

     1.   Incorporation of Background.  The Background provisions
above  are incorporated herein by this reference as if set  forth
at  length.  Players and Beeber hereby acknowledge the truth  and
accuracy of the Background provisions.

       2.     Acknowledgment  of  Receipt   of   Funds.    Beeber
acknowledges  that  on even date herewith, Beeber  received  from
Players                the                 sum                 of
_______________________________________________
($______________________) (the "Purchase Price"), such  sum  paid
to  Beeber  by  Players  in  full and  complete  satisfaction  of
Players' obligations under the Purchase Agreement.

     3.   Release.

          (a)  In full and complete settlement of (i) any and all
obligations  of  Players to Beeber (and any party claiming  under
Beeber) arising under or out of the Settlement Agreement and (ii)
any  claims that Beeber may have against Players, and for and  in
consideration of the undertakings of Players described herein and
in  the Purchase Agreement, including the payment of the Purchase
Price,  Beeber does hereby REMISE, RELEASE AND FOREVER  DISCHARGE
Players,  its  affiliates  and assigns, directors,  shareholders,
partners,  employees and agents, and their respective  successors
and assigns, heirs, executors and administrators (hereinafter all
included within the term "Players Parties"), of and from any  and
all manner of actions and causes of actions, suits, debts, claims
and  demands whatsoever at law or in equity, which it  ever  had,
now  has,  or hereafter may have, or which its heirs,  executors,
administrators,  successors or permitted  assigns  hereafter  may
have,  by reason of any action, matter, cause or thing whatsoever
from  the beginning of time to the date of execution hereof;  and
particularly,  but  without limitation of the  foregoing  general
terms,  any  claims arising from or relating in any  way  to  the
Settlement  Agreement and the Purchase Agreement,  including  but
not  limited to, any claims which have been asserted, could  have
been  asserted, or could be asserted now or in the  future  under
any  federal, state or local laws, and any common law claims  now
or  hereafter  recognized and all claims  for  counsel  fees  and
costs,  and  any  claims relating in any way  to  the  Settlement
Agreement   or  the  Purchase  Agreement.   Notwithstanding   the
foregoing,  nothing  contained in this Paragraph  3(a)  shall  be
deemed  to  limit  the enforceability of any  provision  of  this
Agreement.

          (b)  In full and complete settlement of (i) any and all
obligations  of  Beeber to Players (and any party claiming  under
Players)  arising  under or out of the Settlement  Agreement  and
(ii) any claims that Players may have against Beeber, and for and
in  consideration of the undertakings of Beeber described  herein
and  in  the  Purchase  Agreement, Players  does  hereby  REMISE,
RELEASE AND FOREVER DISCHARGE Beeber, its affiliates and assigns,
directors,  shareholders,  partners, employees  and  agents,  and
their  respective  successors and assigns, heirs,  executors  and
administrators (hereinafter all included within the term  "Beeber
Parties"),  of and from any and all manner of actions and  causes
of actions, suits, debts, claims and demands whatsoever at law or
in  equity, which it ever had, now has, or hereafter may have, or
which   its  heirs,  executors,  administrators,  successors   or
permitted  assigns hereafter may have, by reason of  any  action,
matter,  cause or thing whatsoever from the beginning of time  to
the  date  of  execution  hereof; and particularly,  but  without
limitation  of  the foregoing general terms, any  claims  arising
from  or relating in any way to the Settlement Agreement and  the
Purchase  Agreement,  including but not limited  to,  any  claims
which  have been asserted, could have been asserted, or could  be
asserted  now or in the future under any federal, state or  local
laws,  and any common law claims now or hereafter recognized  and
all claims for counsel fees and costs, and any claims relating in
any  way  to  the Settlement Agreement or the Purchase Agreement.
Notwithstanding   the  foregoing,  nothing  contained   in   this
Paragraph 3(b) shall be deemed to limit the enforceability of any
provision of this Agreement.

      4.   Covenant Not to Sue.  Beeber and Players further agree
and  covenant  that, except as may be necessary to enforce  their
respective   rights   hereunder,  neither   will,   directly   or
indirectly,  file, charge, claim, sue or cause or  permit  to  be
filed,  charged  or  claimed, any action for  damages,  including
injunctive,  declaratory, monetary or other  relief  against  the
other, involving any matter occurring at any time in the past  up
to  the date hereof in connection with Beeber or Players, as  the
case  may be, or involving any continuing effects of any  actions
or  practices which may have arisen or occurred prior to the date
hereof.   Beeber  and  Players further agree  and  covenant  that
should  either  of  them, directly or indirectly,  file,  charge,
claim,  sue  or cause or permit to be filed, charged or  claimed,
any   action  for  damages,  including  injunctive,  declaratory,
monetary  or  other  relief, in each case as  prohibited  by  the
preceding sentence, despite such party's agreement not to  do  so
hereunder, then such breaching party will repay to the other  all
amounts (or the value of benefits) paid hereunder, and pay all of
the  costs  and  expenses  of the nonbreaching  party  (including
reasonable attorneys' fees) incurred in the defense of  any  such
action or undertaking.

     5.   Covenant Not to Compete.  Beeber hereby agrees that for
a  term  of  two (2) years, it shall not, directly or  indirectly
(individually  or  for, with or through any other  person,  firm,
joint  venture, corporation or other entity), carry on or  engage
in any casino gaming business within Calcasieu Parish, or solicit
customers of Players within Calcasieu Parish; provided,  however,
that  subject to the terms of this Paragraph 5, nothing contained
herein  shall limit the ability of Beeber to distribute,  own  or
operate, or to provide services to any manufacturer, distributor,
or  operator  of,  "Video Draw Poker Devices"  as  that  term  is
defined in La.R.S. 33:4862.1(B)(15) ("VDPDs").  The phrase "carry
on  or  engage  in  any casino gaming business  within  Calcasieu
Parish"  shall  mean  being or acting, in any  capacity  (whether
legal or beneficial), as an owner, landlord of, broker of or for,
operator, employee, agent, consultant, lobbyist, spokesperson  or
representative  of  the  interests of  any  person,  firm,  joint
venture, corporation or other entity engaged in, or preparing  to
engage  in,  gaming operations or other casino gaming enterprises
within the geographical boundaries of Calcasieu Parish (any  such
person,  firm, joint venture, corporation or other  entity  being
referred  to  as a "Calcasieu Gaming Operator").  Notwithstanding
the provisions of the first sentence of this Paragraph 5, and  as
a  limited specific exception thereto, any party may (i)  own  or
operate  VDPDs,  so long as the subject VDPDs are  not  owned  or
operated, directly or indirectly, with, for or on behalf  of  any
Calcasieu Gaming Operator, and (ii) distribute VDPDs, or  provide
services  to  any person or entity who manufactures, distributes,
or  operates  VDPDs, so long as such distributee or recipient  of
such  services  is not, now or in the future, a Calcasieu  Parish
Operator.   If, after the execution of this Agreement, any  party
hereto  is  engaged in the distribution of VDPDs or the provision
of   services   to   any  person  or  entity  who   manufactures,
distributes, or operates VDPDs, and such distributee or recipient
of  services becomes a Calcasieu Parish Operator, such party(ies)
shall   immediately  cease  its(their)  association   with   such
Calcasieu Parish Operator to the extent of such Calcasieu  Parish
Operator's activities in Calcasieu Parish.

     6.   Indemnification.

           (a)   Beeber  agrees to indemnify, hold  harmless  and
defend  Players,  and the Players Parties, from and  against  any
losses,   liabilities,   damages,   charges,   expenses,    costs
(including, without limitation, attorneys' fees, court costs  and
other  legal  costs and expenses), penalties, fines, injunctions,
suits,  claims, judgments, or demands suffered by or made against
or  imposed at any time upon any of the Players Parties, directly
or  indirectly, arising as a result of or in connection with  its
breach of any term of this Agreement, including its violation  of
any  of  the terms and conditions of Paragraphs 4 or  5  of  this
Agreement.  If Players shall incur any fees, costs, expenses,  or
charges  (including, without limitation, attorneys'  fees,  court
costs and other legal costs or expenses) in order to enforce  the
terms  of  this Agreement, Beeber agrees to pay directly,  or  at
Players'  option to reimburse Players for, such fees, costs,  and
expenses  no later than thirty (30) days after receiving  written
notice of said fees, costs, expenses, or charges.

           (b)   Players  agrees to indemnify, hold harmless  and
defend  Beeber,  and  the Beeber Parties, from  and  against  any
losses,   liabilities,   damages,   charges,   expenses,    costs
(including, without limitation, attorneys' fees, court costs  and
other  legal  costs and expenses), penalties, fines, injunctions,
suits,  claims, judgments, or demands suffered by or made against
or  imposed at any time upon any of the Beeber Parties,  directly
or  indirectly, arising as a result of or in connection with  its
breach of any term of this Agreement, including its violation  of
any of the terms and conditions of Paragraph 4 of this Agreement.
If  Beeber  shall  incur any fees, costs,  expenses,  or  charges
(including, without limitation, attorneys' fees, court costs  and
other  legal costs or expenses) in order to enforce the terms  of
this  Agreement, Players agrees to pay directly, or  at  Beeber's
option to reimburse Beeber for, such fees, costs, and expenses no
later  than  thirty (30) days after receiving written  notice  of
said fees, costs, expenses, or charges.

      7.    Entire Agreement.  This Agreement contains the entire
understanding of the parties hereto with respect to  the  subject
matter contained herein.

     8.   Counterparts.  This Agreement may be executed in one or
more  counterparts, all of which taken together shall  constitute
one instrument.

      IN  WITNESS WHEREOF, the parties hereto have executed  this
Release  and  Non-Compete  Agreement as of the date  first  above
written.

WITNESSES:                         THE BEEBER CORPORATION


____________________________  By:_______________________________
                              William D. Woodward, President

____________________________


____________________________
Notary Public

WITNESSES:


____________________________  __________________________________
                              William D. Woodward

____________________________


____________________________
Notary Public

WITNESSES:


____________________________  __________________________________
                              Timothy Vaughan

____________________________


____________________________
Notary Public





[SIGNATURES CONTINUE ON NEXT PAGE]

ATTEST:                       PLAYERS LAKE CHARLES, LLC
                              By:Players Lake Charles Riverboat,
                              Inc., Managing Member


____________________________  By:_______________________________
                              Howard A. Goldberg, President

____________________________


____________________________
Notary Public