<PAGE>

                                   LEASE AGREEMENT

    THIS LEASE AGREEMENT entered into this ______ day of __________, 19__, by
and between J. MACDONALD BURKHART, M.D. ("Lessor"), and COUNTRY TONITE THEATRE,
L.L.C., a Tennessee limited liability company ("Lessee").

                                 W I T N E S S E T H:
    THAT IN CONSIDERATION of the payment of the rents set forth below, and of
the keeping of the mutual terms and covenants set forth herein, the parties
hereby enter into this Lease Agreement (the "Lease"), by which Lessor leases to
Lessee, and Lessee takes as a tenant, the property described on EXHIBIT A hereto
which has been improved for use as a theater and parking therefor (the
"Premises"), which exhibit is incorporated fully herein by reference, and all of
the furniture, equipment, and fixtures which are owned by Lessor and currently
used on the Premises, as more particularly described on EXHIBIT B, which exhibit
is incorporated fully herein by reference (the "Equipment"), for a term
beginning on the 15th day January, 1997 (the "Starting Date"), and ending on the
31st day of December, 2001, unless sooner terminated or extended in accord with
the provisions herein.  The "Premises" and the "Equipment" are collectively
referred to herein as the "Leased Property".

    TO HAVE AND TO HOLD the Leased Property, with all rights, privileges and
appurtenances thereto belonging, unto Lessee for and during the term as above
provided; and Lessor covenants with Lessee to keep Lessee in quiet possession of
the Leased Property during the term of the Lease, unless sooner terminated
pursuant to any provision of the Lease, provided that Lessee shall promptly pay
the rent and keep and perform the covenants and agreements of this Lease.

    1.   POSSESSION OF LEASED PROPERTY:  Lessee acknowledges that it has
conducted an inspection of the Leased Property, and the acceptance of possession
by Lessee shall be conclusive


<PAGE>

evidence that the Leased Property is in acceptable condition and fit for
Lessee's purposes.  Lessee shall have the right of possession of the Leased
Property as of the Starting Date and Lessor shall not permit the condition of
the Leased Property to deteriorate between the date hereof and the Starting
date, ordinary wear and tear excepted.  In addition, upon the prior, written
consent of Lessor, which shall not be unreasonably withheld and subject to the
rights of third-parties, Lessee shall have the right of access to and entry on
the Leased Property prior to the Starting Date, if and to the extent necessary
to allow Lessee to prepare for the performance of its obligations as stated
herein and consistent with Lessor's rights and obligations to the current tenant
and other third parties.

    2.   USE OF LEASED PROPERTY:  Lessee shall use the Leased Property solely
for the purpose of operating theatrical and musical productions including the
"Country Tonite Show" solely for the exclusive benefit of the Lessee, and also
including complimentary morning and afternoon musical and theatrical shows, and
celebrity shows, and for no other purposes without the prior, written consent of
Lessor.  The parties acknowledge and agree that Lessee has entered into or will
enter into a contract with Country Tonite Enterprises providing for performance
of the "Country Tonite Show" on the Premises throughout the term of this Lease
Agreement, as provided in such contract, a copy of which is attached hereto as
Exhibit C (the "CTE Contract").  Lessee shall comply, at its own expense, with
all present and future federal, state, and local laws, rules, regulations,
ordinances, and/or orders concerning the use of the Leased Property, provided,
however, Lessor shall be responsible for correcting any existing violations of
such laws existing as of the Starting Date.  Lessee shall do nothing, and shall
permit nothing to be done, on or about the Leased Property which constitutes
waste, nuisance, or interference with the peaceful, quiet enjoyment or use of
adjoining or neighboring property.  Lessee shall do nothing which would make
void or voidable any insurance on the Leased Property.  Lessee shall not damage
the Leased Property and Lessee shall exercise due


                                          2

<PAGE>

care in and around the Leased Property.  Lessee shall preserve and protect the
Leased Property and shall be responsible for keeping the Premises clean. 
Notwithstanding anything herein, Lessee shall not be liable for the cost of any
damage actually reimbursed by insurance or any damages that Lessor is required
to insure hereunder.

    3.   RENT:  Lessee shall pay Lessor rent on the first day of each month
during the term of this Lease, beginning on March 1, 1997 and on the first day
of each succeeding month.  The amount of such rental shall be as follows:

    (a)  for the period beginning March 1, 1997 and ending on February 28,
         1998, the total sum of Three Hundred Sixty Thousand Dollars
         ($360,000.00) payable in twelve (12) equal installments of Thirty
         Thousand Dollars ($30,000.00) each;

    (b)  for the period beginning on March 1, 1998 and ending on February 28,
         1999, the total sum of Four Hundred Eighty Thousand Dollars
         ($480,000.00) payable in twelve (12) equal installments of Forty
         Thousand Dollars ($40,000.00) each;

    (c)  for the period beginning on March 1, 1999 and ending on February 28,
         2000, the total sum of Eight Hundred Forty Thousand Dollars
         ($840,000.00) payable in twelve (12) equal installments of Seventy
         Thousand Dollars ($70,000.00) each; and

    (d)  for each subsequent year during the term of this Lease (beginning on
         each successive March 1 and ending on the following February 28,
         unless terminated sooner in accordance with the terms of this Lease),
         the total sum of Eight Hundred Forty Thousand Dollars ($840,000.00)
         per year, payable in equal monthly installments of Seventy Thousand
         Dollars ($70,000.00) each.

    Rent shall be due and payable on the first day of each month without
further notice as to the due date and without set-off or deduction except as
otherwise expressly provided herein, at the address of Lessor specified on the
signature page of this Lease, or at such other address as the Lessor may from
time to time specify by written notice to Lessee.

    4.   TAXES, UTILITIES, MORTGAGE PAYMENTS, PROPERTY INSURANCE, AND
ASSESSMENTS:  Lessor shall be responsible for all mortgage payments (if any),
property taxes, and assessments (if applicable), and commercial property
insurance and his own commercial general liability insurance,


                                          3

<PAGE>

if any, as to the Leased Premises.  Lessee shall be responsible for all other
costs and expenses, including utilities and all other insurance, including its
own commercial general liability insurance, connected with or relating to the
Leased Property during the term of this Lease Agreement, beginning on the
Starting Date, except to the extent expressly provided herein, as additional
rent.

    5.   REPAIRS AND MAINTENANCE:  Lessor warrants that as of the Starting
Date, the Equipment will be in good operating condition, and Lessee's acceptance
of possession shall be conclusive evidence of such good condition.  Lessor
assumes responsibility for major repairs that are essential and required as to
the roof and structure of the building located on the Premises and for major
repairs (not maintenance or minor repairs) as to the HVAC system utilized in
such theater building.  Lessee shall be responsible for all other repairs,
maintenance, upkeep, and cleaning as to the Leased Property.  It shall be the
responsibility of Lessee to maintain the Leased Property and any and all
improvements thereto in good condition, repair, and working order, ordinary wear
and tear excepted, and except to the extent Lessor is obligated to make a major
repair as required above.

    6.   INSURANCE:  Lessor shall purchase and maintain, at its expense, during
the term of the Lease, commercial property insurance covering the Leased
Property against at least those risks covered by the Insurance Services Office
Special Cause of Loss Form or its equivalent for the full replacement value
thereof with an agreed amount endorsement so as to avoid any coinsurance
penalty, with a deductible of not more than Twenty-five Thousand Dollars
($25,000.00). The risks of flood and earthquake shall also be insured against
either by endorsement to said commercial property policy or by a separate policy
specifically insuring against those risks.

    Lessee shall purchase and maintain, at its expense, during the term of the
Lease commercial general liability insurance covering Lessee's legal liability
as respects the Leased Property and any adjacent property which serves the
Leased Property.  Said insurance shall have limits of not less than


                                          4


<PAGE>

Ten Million Dollars ($10,000,000.00) per occurrence for bodily injury including
death, property damage and personal injury.  Lessee agrees to name Lessor as an
Additional Insured -- Lessee of Premises.

    In the event that both Lessor and Lessee agree, the commercial property and
commercial general liability required to be carried hereunder by both parties
pursuant to this PARAGRAPH 6 may be provided by one or more policies insuring
both Lessor, Lessee and their respective owners.  In such event, the total limit
of the commercial property policy shall be equal to the sum of the limit
required to be carried by Lessor and Lessee and the policy shall carry a
deductible not to exceed Twenty-Five Thousand Dollars ($25,000.00).  The limits
of the commercial general liability policy shall not be less than Ten Million
Dollars ($10,000,000.00) per occurrence and general aggregate.  The premiums for
said policy(ies) shall be paid by Lessor and Lessee based on the respective
charges made by the insurance company(ies) providing such coverage, with Lessor
paying the premiums related to the commercial property insurance on the Leased
Property and loss of rental income and landlord's liability if Lessor decides to
carry such insurance and with Lessee paying the premiums related to the
commercial general liability policy (other than landlord's liability), loss of
income insurance and commercial property insurance on Lessee's own property.  In
the event of a loss under the commercial property policy that is subject to a
deductible, Lessor and Lessee shall each bear that portion of the deductible
that is equal to a fraction of which the numerator is the amount of their
respective insured loss and the denominator of which is equal to the total
insured loss incurred.  If either party elects to maintain their individual
policies for any policy period, they shall notify the other party at least
ninety (90) days prior to the expiration of the current policy(ies) period. 
Both Lessor and Lessee will be named insureds on all said insurance policies.


                                          5

<PAGE>

    All insurance required to be maintained by either Lessor or Lessee shall be
written by insurance companies licensed to do business in the State of Tennessee
and that have A.M.  Best Ratings of A-VII or better and such companies must be
reasonably acceptable to Lessor.  Lessor and Lessee shall each provide the other
with certificates of insurance evidencing the insurance required by this
PARAGRAPH 6 which must contain provisions that require the insurer to give the
certificate holder at least thirty (30) days notice of cancellation or renewal.

    7.   WAIVER OF SUBROGATION: Lessor and Lessee hereby release the other from
any and all liability or responsibility to the other or anyone claiming through
or under them by way of subrogation or otherwise for any loss or damage to
property caused by fire or any other covered casualties, even if such fire or
other casualty shall have been caused by the fault or negligence of the other
party, or anyone for whom such party may be responsible, PROVIDED, HOWEVER, that
this release shall be applicable and in force and effect only with respect to
loss or damage fully covered by insurance and occurring during such time as the
releasor's insurance policies shall contain a clause or endorsement to the
effect that any such release shall not adversely affect or impair said policies
or prejudice the right of the releasor to recover thereunder.  

    Lessor and Lessee each agrees that they will request their insurance
carriers to include in their policies a waiver of subrogation clause or
endorsement.  If extra cost shall be charged therefor, each party shall advise
the other thereof and of the amount of the extra cost, and the other party, at
its election, may pay the same, but shall not be obligated to do so.

    8.   DAMAGE TO LEASED PROPERTY: In case of damage to the Leased Property or
any subsequent improvements by fire or other casualty, Lessee shall give
immediate written notice to Lessor, who shall elect to cause the damage to be
repaired with reasonable speed (unless the Lease is terminated as provided
below), subject to delays beyond the reasonable control of Lessor, and to


                                          6

<PAGE>

the extent the Premises are rendered unfit for Lessee's purpose, the rent shall
proportionately abate beginning on the date of such damage.  In the event that
the damage shall be so extensive that in the written opinion of an independent
architect selected by Lessor and reasonably acceptable to Lessee that it is not
reasonable for Lessor to repair or rebuild within one (1) year from the date of
such damages, this Lease shall be terminated as of the date of such damage by
written notice from Lessor to Lessee, given within ninety (90) days after the
date of such damage, and the rent shall be adjusted to the date of such damage
and Lessee shall promptly vacate the Premises.  In the event that the Lease is
not terminated in accordance with the terms of this Agreement, and if Lessee
reasonably ceases its use of the Premises as a direct result of damage caused by
fire or other casualty, then rent shall be abated from the date of the damage
until Lessee reasonably may resume use of the Leased Property.

    9.   CONDEMNATION: If the whole or substantially whole of the Premises
shall be lawfully condemned or taken in any manner for any public or quasi-
public use or purpose, this Lease shall terminate as of the date of the taking. 
If less than the whole or substantially the whole of the Premises shall be so
condemned or taken, then Lessor or Lessee may, at its option, terminate this
Lease as of the date of the taking if such taking materially interferes with
Lessee's operations on the Premises.  Upon any such condemnation or taking and
the continuation of this Lease as to any part of the Premises, the base rental
shall be diminished by an amount representing the part of the said rent properly
applicable to the portion of the Premises which may be so condemned or taken. 
Lessor shall be entitled to receive the entire award in any condemnation
proceeding, except as provided below, and Lessee shall have no claim against
Lessor or against the proceeds of the condemnation.  However, Lessee shall not
be prohibited from making an appropriate claim against the condemning


                                          7

<PAGE>


authority for the value of the unexpired term of the Lease and/or for any
displacement award to which Lessee may be entitled.

    10.  ALTERATIONS, ADDITIONS, AND IMPROVEMENTS: Lessor shall not be
responsible for the making of any decorations, alterations, additions, or
improvements to the Leased Property.  Lessee may not make decorations,
alterations, additions, or improvements (except required repairs, maintenance,
and cleaning and except for initial decorations, signs, marquees, and additions
deemed reasonably necessary by Lessee to make the Premises operable as a County
Tonite Theatre and which shall not cause any structural, permanent or
significant damage to the Leased Property or require any cost or expense to
Lessor upon termination of this Lease) on or to the Leased Property without the
prior consent of Lessor in writing.  All permitted decorations, alterations,
additions, and improvements shall become the property of Lessor and shall remain
with the Leased Property as a part thereof upon the termination of this Lease
(except that Lessee may remove its trade fixtures and personal property upon
such termination).  Further, Lessor, at his option, may require Lessee to remove
any decorations, signs, marquees, trade fixtures, personal property and/or
additions, at Lessee's sole expense, and require Lessee to promptly and fully
repair any damages caused by the removal of any such item(s).

    11.  SIGNS: Lessor consents to Lessee's use of the stone sign and
electronic message reader currently used on the Premises (the "Message Reader")
subject to the following terms and conditions:

    (a)  Lessee shall not display any additional signs or any other outdoor
         advertising materials on the Premises (except to the extent permitted
         by PARAGRAPH 10 above) or relocate the existing stone sign, without
         the prior, written consent of Lessor as to location, size, design, and
         content.  Lessee shall provide Lessor with reasonable specifications,
         drawings, and descriptions when seeking such consent.  Such consent
         shall not be unreasonably withheld.  Lessee shall bear all expenses
         associated with any signs except for lease payments due in connection
         with the Message Reader.  Any such sign(s) placed upon the Premises in
         accordance with this provision, shall:


                                          8


<PAGE>

         (i)       be in compliance with all federal, state, and local laws,
                   regulations, and ordinances;

         (ii)      not cause any damage to the Premises; and

         (iii)     promptly be removed by Lessee upon termination of the Lease;

    (b)  Lessee's use of the stone sign and Message Reader, and any permitted
         modifications, shall not result in any damage to such sign or Message
         Reader;

    (c)  Lessee may acquire an electronic sign or message reader for its use in
         lieu of the existing Message Reader.  In such event, Lessor shall have
         the right to remove the existing Message Reader and Lessor shall have
         no further obligation to provide an electronic sign or Message Reader
         to Lessee.  Lessee shall use its best efforts to assist Lessor in
         selling, trading, or exchanging the Message Reader on terms
         financially advantageous to Lessor.  In that regard, Lessee shall
         negotiate in good faith with Don Bell Industries, Inc. regarding the
         acquisition of a replacement electronic sign or message reader,
         including a possible trade of the existing Message Reader, but
         notwithstanding the foregoing, Lessee shall not be required to
         purchase a replacement electronic sign or message reader from Don Bell
         Industries, Inc. if Lessee determines that it is in its best interests
         to purchase a replacement electronic sign or message reader from
         another vendor;

    (d)  If Lessee acquires a replacement electronic sign or message reader for
         its use, Lessor shall have the option to acquire such sign and related
         equipment from Lessee upon termination of this Lease for an amount
         equal to the lower of:

         (i)  Lessee's adjusted tax basis in such equipment; or

         (ii) sixty percent (60%) of the fair market value of such equipment.

         Lessor shall have ninety (90) days following the termination of this
         Lease to exercise any option provided hereunder and thirty (30) days
         thereafter to pay the purchase price as computed above.

    12.  ACCESS BY LESSOR: Lessor and/or its authorized agents shall have the
right to enter the Premises at all reasonable times for inspection.  Lessor
and/or its authorized agents shall have the right to enter the Premises to show
the Leased Property to prospective purchasers, tenants, or for any other
reasonable purpose upon twenty-four (24) hours advance notice.

    13.  ASSIGMMENT AND SUBLETTING: Lessee shall not assign, sell, mortgage, or
otherwise transfer this Lease, in whole or in part, or sublet all or part of the
Premises (except for limited


                                          9

<PAGE>

licenses to third-parties for the purposes of entertainment activities and
vendors of items such as souvenirs, refreshments and similar items that
compliment the authorized uses of the Premises, that provide revenue solely for
the benefit of Lessee, and provided such licenses have terms that are consistent
with the terms of this Lease), without the prior, written consent of Lessor,
which consent may be withheld for any reason, reasonable or unreasonable, in
Lessor's sole discretion.

    14.  PARKING: Lessor agrees and covenants that throughout the term of the
Lease it shall provide on or adjacent to the Premises one (1) parking space for
every three (3) theater seats, together with reasonably sufficient tour bus
spaces.  Lessee agrees that a total of three hundred fifty (350) parking spaces
now exist; provided, however, that Lessor shall correct any drainage problems
that prevent the reasonable use of existing parking spaces prior to the Starting
Date.  Lessor shall provide and gravel a total of one hundred fifty (150)
additional such parking spaces prior to March 1, 1997 in an unpaved area until
such time as Lessor and Lessee mutually agree that additional paved parking
spaces are reasonably required.  Such parking spaces need not be on the Premises
but shall be located on the property currently owned by the Lessor which adjoins
the Premises; the location of such spaces within that adjoining property shall
be at the discretion of Lessor but such parking area shall be adjacent to the
Premises or connected to the boundary of the Premises by a walkway not to exceed
twenty-five (25) feet in length.  Such parking spaces shall be in an area
reasonably accessible to the theater and the utilities, security, and
maintenance of such spaces shall be the duty of Lessee.  Such parking, as
located from time to time, shall become a part of the Premises for purposes of
this Lease Agreement.  In the event Lessor fails to construct and gravel such
additional parking spaces on or before March 1, 1997, Lessee may construct and
gravel such parking spaces and may deduct the cost thereof, with interest
thereon at the prime rate published in the WALL STREET JOURNAL (the "Prime
Raten), from the rents payable hereunder.


                                          10

<PAGE>

    15.  ASSUMPTION OF EQUIPMENT LEASES:  As of March 1, 1997, Lessee shall
assume all of Lessor's obligations under the equipment leases attached hereto as
COLLECTIVE EXHIBIT D which is incorporated herein by reference (the "Leased
Equipment").  During the term of this Lease, Lessee shall have the right to use
the Leased Equipment.

    Upon termination of this Lease, regardless of the cause of such
termination, all rights associated with the lease of sound and light equipment
(Pearson Leasing & Financial Corporation d/b/a Citizens National Leasing),
including title to such equipment if the Lease and any purchase option has been
paid in full, shall be the sole and exclusive property of Lessor.  Lessee shall
use its best faith efforts to facilitate and arrange for a reasonable sale of
the video equipment currently leased by Pro Lease Funding Group, Inc. to
Burkhart Farms, LLC.

    Lessee is not assuming any obligations under a lease between Don Bell
Industries, Inc. and Burkhart Farms, LLC in connection with the Message Reader. 
Provided, however, Lessee shall have the right to use the Message Reader in
accordance with the terms set forth in PARAGRAGH 11 hereof, and Lessor shall
cause Burkhart Farms, LLC to make such Message Reader available to Lessee.

    16.  EXTENSION AND TERMINATION OF TERM:  Provided Lessee is not then in
default, and provided that the term of this Lease has not otherwise terminated,
and provided that the existence of Lessee has not been dissolved as a result of
the wrongful action of either member, Lessee shall have the right, at the
expiration of the initial five (5) year term of this Lease, to a series of four
(4) consecutive renewal options, each for a term of two (2) years, and each
beginning upon the date of expiration of the preceding term.  Lessee shall
exercise such option by written notice to Lessor, given in accord with the
notice provisions of this Lease, not less than one hundred eighty (180) days
prior to the expiration of the initial term and not less than ninety (90) days
prior to the expiration of any renewal term.  In the event the Lessee is
dissolved in violation of Lessee's Operating Agreement, this


                                          11

<PAGE>

Lease shall terminate at the option of Lessor if Casino Resource Corporation of
Tennessee, Inc. caused such dissolution or by Lessee if Burkhart Ventures, LLC
caused such dissolution.  Otherwise, if Lessee terminates as a limited liability
company in accordance with the terms of its Operating Agreement and such
termination is not wrongful, then this Lease shall terminate.

    17.  DEFAULT:  Any of the following shall constitute an event of default by
Lessee:

    (a)  Failure by Lessee to pay, in full, on the dates due, any rental or
         other sums payable hereunder, including Lessee's obligation to pay for
         insurance. TIME IS OF THE ESSENCE.  Provided, however, Lessee shall
         have five (5) days following written notice from Lessor to cure such
         default.

    (b)  Failure by Lessee to observe or perform any of the terms, covenants,
         agreements, or conditions contained in this Lease, other than payment
         of rental, additional rental, or other sums due, for a period of
         thirty (30) days after written notice from Lessor specifying such
         default, provided, if any such default cannot be completely cured
         within such thirty (30) day period, despite Lessee's diligent, best
         faith effort, commenced immediately, then Lessee shall have a
         reasonable time to complete the cure of such default, for a period not
         to exceed ninety (90) days.

    (c)  The filing by Lessee of a voluntary petition in bankruptcy or a
         voluntary petition or answer seeking reorganization, arrangement,
         readjustment of debts, or any other relief under the bankruptcy act,
         or any other insolvency act, or any action by Lessee indicating
         consent, approval, or acquiescence in any such proceeding; the making
         by Lessee of any general assignment for the benefit of its creditors;
         or the inability of Lessee, or the admission by Lessee of the
         inability to pay its debts.

    (d)  The filing of any involuntary petition in bankruptcy or similar
         proceeding against Lessee, and the continuation of such proceeding for
         a period of ninety (90) days undismissed, unbonded, or undischarged.

    (e)  The insolvency of Lessee.

    (f)  The desertion or abandonment, or failure to use the Leased Property as
         the "Country Tonite Theatre" for any period (during the contemplated
         annual operating season) exceeding seven (7) consecutive days,
         regardless of whether Lessee continues to pay all stipulated rental,
         unless Lessor provides written consent, which shall not be
         unreasonably withheld, or unless caused by damage or destruction of
         the Leased Property.

    (g)  The occurrence of any unlawful activity on the Premises permitted or
         tolerated by the Lessee.


                                          12

<PAGE>

    (h)  Attachment of the Leased Property or Lessee's interest therein, if not
         satisfied or dissolved within ten (10) days.

    (i)  The attempted assignment, subletting, or mortgaging of the Leased
         Property without the prior, written consent of Lessor.

    (j)  Any construction, change, or alteration to the Leased Property by
         Lessee or Lessee's agent without the prior, written consent of Lessor
         unless permitted by this Lease.

The following shall constitute an event of default by Lessor under this Lease:

    (a)  Failure by Lessor to observe or perform any of the terms, covenants,
         agreements, or conditions contained in this Lease for a period of
         thirty (30) days after written notice from Lessee specifying such
         default.  Provided, however, if Lessor has a repair obligation
         pursuant to PARAGRAPH 5, such repair shall be commenced within ten
         (10) days after written notice from Lessee and shall be completed as
         promptly as possible.


    18.  REMEDIES: Lessor, to the extent permitted by law, may
take any one or more of the remedial steps set forth below, when there exists an
event of default by Lessee:

    (a)  Lessor may, at its option, declare the present value of all
         installments of rent as determined at the time of default for the
         remainder of the Lease term to be immediately due and payable, less
         the present value of the reasonably foreseeable rental income from the
         Leased Property for the remainder of the term.

    (b)  Lessor may re-enter and take possession of the Leased Property without
         terminating this Lease, and re-lease the Leased Property in its
         entirety for the account of Lessee, holding Lessee liable for the
         difference in rent and other amounts actually paid by the new tenant,
         and the rents and other amounts payable by Lessee hereunder.

    (c)  Lessor may terminate the Lease, exclude Lessee from possession of the
         Leased Property, and use its best efforts to lease the same to another
         for the account of Lessee, holding Lessee liable for all rent and
         other amounts payable by Lessee hereunder.

    (d)  Lessor may take whatever action at law or in equity it may deem
         necessary or desirable to collect the rent and other amounts then due
         and thereafter to become due, or to enforce performance of any
         obligation, agreement, or covenant of the Lease, and in connection
         with such action, may recover all damages to Lessor for Lessee's
         violation or breach of the Lease.


                                          13


<PAGE>


    (e)  No remedy reserved to Lessor hereunder is intended to be exclusive,
         and each and every remedy shall be cumulative.  No delay or omission
         to exercise any right or power accruing to Lessor upon any default by
         Lessee shall impair any such right or shall be construed to be a
         waiver thereof.

    (f)  Lessee shall pay Lessor as additional damages in the event of breach
         the reasonable fees of any attorneys employed by Lessor for the
         collection of rent or the enforcement or performance of the Lease, and
         all other expenses incurred by Lessor in connection therewith,
         including but not limited to litigation expenses, court costs, and
         court reporter's fees.

    If an event of default by Lessor shall occur hereunder, in addition to any
other remedies granted or permitted by law, Lessee may cure such default and may
deduct the cost of such cure, plus interest thereon at the Prime Rate, from the
rents payable hereunder, provided, however, Lessee has first provided written
notice of such alleged default and Lessor has not commenced to cure such alleged
default within thirty (30) days following such notice.  Provided, if any such
default cannot be completely cured within such thirty (30) day period, despite
Lessor's diligent, best faith effort, commenced immediately, then Lessor shall
have a reasonable time to complete the cure of such default for a period not to
exceed ninety (90) days.

    19.  NOTICES:  All notices required or permitted hereunder shall be given
in writing and shall either be personally delivered, sent by facsimile or mailed
to the addresses/ facsimile numbers of the parties set forth on the signature
page of this Lease, or to such other addresses/facsimile numbers as may be
designated from time to time by either party, by notice given pursuant to this
paragraph.  When notice is by mail, it shall be sent certified with postage pre-
paid and shall be complete upon its deposit in the U.S. mail.  Notices
personally delivered or sent by facsimile shall be effective upon delivery or
transmission.  If notices are sent by facsimile, a copy shall also be mailed. 
Copies of any notices required or permitted hereunder shall also be sent to the
following:

    If to Lessor:  Timothy M. McLemore, Esq.
                        Gentry, Tipton, Kizer & McLemore, P.C.
                        800 S. Gay Street, Suite 2610


                                          14


<PAGE>
                        P.O. Box 1990
                        Knoxville, Tennessee 37901
    
    If to Lessee:  G. Mark Mamantov, Esq.
                        Bass, Berry & Sims, PLC
                        900 S. Gay Street, Suite 1700
                        P.O. Box 1509
                        Knoxville, Tennessee 37901-1509

    20.  SUBORDINATION: This Lease shall be subordinate to any mortgage now or
hereafter placed upon the Leased Property and to any and all renewals,
replacements, and extensions of any such mortgage, but only if Lessor shall
deliver to Lessee within ninety (90) days of the date any such mortgage is
executed a nondisturbance agreement from any such mortgagee of the Leased
Property in a form reasonably satisfactory to Lessee.  Lessor also covenants to
provide Lessee within thirty (30) days of the date hereof a nondisturbance
agreement from any existing mortgagees in a form reasonably satisfactory to
Lessee.  In the event of foreclosure of any such mortgage, exercise of power of
sale thereunder, or deed in lieu of foreclosure, Lessee shall attorn to the
purchaser under such foreclosure, exercise of power of sale, or deed in lieu of
foreclosure, and recognize such purchaser as the Lessor, provided that such
purchaser does not disturb Lessee's right to possession as long as Lessee
observes and performs all of the terms and conditions of this Lease.
    
    21.  WAIVER:  No waiver by Lessor at any time of the breach of any covenant
by Lessee shall impair Lessor's rights for any subsequent breach, and acceptance
by Lessor of a portion of all rent past due shall not constitute a waiver of the
breach of any covenant or condition, or of any damages due to Lessor by Lessee. 
No waiver of any provision of this Lease shall be binding upon Lessor unless in
writing signed by Lessor.  This provision may not be orally waived.

    22.  CERTIFICATE OF GOOD STANDING:  Lessor and Lessee agree, at any
reasonable time, and from time to time, upon not less than five (5) days notice
by the other party, to execute, acknowledge, and deliver to the other party a
statement in writing certifying that the Lease is


                                          15


<PAGE>

unmodified and in full force and effect, and certifying the dates to which the
rent, rent adjustments, and other charges have been paid, and stating whether or
not to the best knowledge of the signers of such certificate, that the other
party is in default in performance of any obligation under this Lease, and if
so, specifying such default, it being intended that such statement be delivered
to and relied upon by any prospective purchaser, tenant, mortgagee of the
Premises or any lender to or investor in Lessee.  If the other party fails or
refuses to provide such certificate within the time allowed, it will be
conclusively presumed that the Lease is in full force and effect in accord with
its terms and that the other party is not in default.

    23.  AMENDMENT OF LEASE:  This Lease may not be altered, changed, or 
amended, except by a document in writing, signed by Lessor and Lessee.  This 
Lease contains the entire agreement between the parties as to the Leased 
Property.

    24.  RECORDING:  Upon the request of either party, the parties will execute
a memorandum of lease which may be recorded by either party, at the expense of
the party desiring such recordation.

    25.  GOVERNING LAW:  This Lease shall be governed by the substantive,
internal laws of the State of Tennessee.

    26.  SEVERABILITY:  If any provision of this Lease be invalid or
unenforceable in law, it shall not affect the validity of any other provisions
hereof.

    27.  CAPTIONS:  The captions in this Lease are for convenience only, and
shall not be construed as a part of the Lease.

    28.  COUNTERPARTS:  This Lease may be executed in several counterparts,
each having the full force and effect of an original.


                                          16


<PAGE>


    29.  SUCCESSORS AND ASSIGNS:  This Lease shall be binding upon Lessor's
successors and assigns, and upon Lessee's successors and assigns, in the event
of any permitted assignment by Lessee.

    30.  MODIFICATIONS REQUIRED BY MORTGAGEE:  Lessee agrees that in the event
that Lessor's mortgagee requires modifications or amendments to this Lease
(exclusive of economic modifications or amendments), Lessee shall execute such
changes and amendments which may be reasonably required.

    31.  UTILITY EASEMENTS:  Lessor shall be entitled to enter into such
easements or agreements with utility companies which are required in order to
provide service to any portion of the Premises.  Lessee hereby consents to the
execution of such easements by Lessor, and agrees to execute any necessary
documents and to take such action necessary in order to consummate same.

    32.  ALL GENDERS AND NUMBERS INCLUDED:  Whenever the singular or plural, or
masculine, feminine, or neuter is used in this Lease, it shall equally apply to,
extend to and include the other.

    33.  NO PARTNERSHIP:  Nothing contained herein shall be deemed or construed
by the parties or by any third party as creating the relationship of principal
and agent or a partnership or of a joint venture between the parties hereto, it
being understood and agreed that the sole relationship between the parties
hereto is that of Lessor and Lessee.  Lessee shall be solely responsible for all
taxes and expenses arising out of the use and occupancy of the theater except as
expressly provided herein.

    34.  ESTATE OF LESSOR:  Lessor represents and warrants to Lessee that it
has full right and lawful authority to enter into this Lease; that the Leased
Property is free and clear of all liens, exceptions, restrictions and
encumbrances except those shown on EXHIBIT E attached hereto; and that


                                          17


<PAGE>


Lessor will defend the title to the Leased Property against the claims of all
persons.  The mechanic's lien filed by Creative Structures, Inc. will be removed
by Lessor on or before December 31, 1996.

    35.  QUIET POSSESSION:  Lessor covenants that Lessee, upon performing and
observing the covenants to be observed and performed by Lessee under this Lease,
shall peaceably hold, occupy and enjoy the Leased Property during the term of
this Lease without interference by Lessor or by any other person claiming by,
through or under Lessor.

    36.  HAZARDOUS SUBSTANCES:  Lessor represents and warrants that it has not
placed or disposed of any Hazardous Substances on the Premises and furthermore
represents and warrants that, to the best of its knowledge, no such Hazardous
Substances have been placed or disposed of by any other person on the Premises.

    "Hazardous Substance" means gasoline, motor oil, fuel oil, waste oil, other
petroleum or petroleum-based products, asbestos, polychlorinated biphenyls
("PCBs") and any chemical, material or substance to which exposure is
prohibited, limited or regulated by any federal, state, country, local or
regional authority or which, even if not so regulated, is known to pose a hazard
to health and safety, including but not limited to substances and materials
defined or designated as "hazardous substances", "hazardous materials" or "toxic
substances" under applicable law.

    37.  NO LIENS:  Lessee shall not attempt to encumber the Leased Property in
any manner and Lessee shall not permit any mechanics', materialmen's, or other
lien to be placed upon the Leased Property in connection with any permitted
improvements, additions, or any required repairs and maintenance by Lessee.

    IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement
as of the day and year first written above.


                                          18


<PAGE>

                                            LESSOR:

                                            /s/ J. MACDONALD BURKHART, M.D.
                                            ---------------------------------
                                            J. MACDONALD BURKHART, M.D.

                                            ADDRESS:

                                            601 Newland Professional Building
                                            2001 Laurel Avenue
                                            Knoxville, Tennessee 37916
                                            Telecopy:  (423) 546-2625

                                            LESSEE:

                                            COUNTRY TONITE THEATRE, L.L.C.,
                                            a Tennessee Limited Liability 
                                                 Company
    

                                            By:/s/ JOHN J. PILGER
                                               ------------------------------

                                            Its:  Chief Manager

                                            ADDRESS:

                                            c/o Casino Resource Corporation
                                            1719 Beach Blvd., Suite 306
                                            Biloxi, Mississippi 39531-5396
                                            Telecopy:  (601) 374-5935

STATE OF TENNESSEE
COUNTY OF KNOX

    Personally appeared before me, Notary Public of said County, J. MacDONALD
BURKHART, M.D., the within named bargainer, with whom I am personally acquainted
(or proved to me on the basis of satisfactory evidence), and who acknowledged
that he executed the within instrument for the purposes therein contained.

    Witness my hand, at office, this 25 day of September, 1996.

                                            /s/ CATHERINE A. NUINE
                                            ---------------------------------
                                            Notary Public

My Commission Expires:       3/3/99
                     -----------------------


                                          19


<PAGE>




                                          20


<PAGE>


 
STATE OF     MISSISSIPPI
        ----------------------
COUNTY OF     HARRISON
         ---------------------

    Before me, a Notary Public of the state and county aforesaid, personally 
appeared John J. Pilger with whom I am personally acquainted (or proved to me 
on the basis of satisfactory evidence), and who, upon oath, acknowledged 
himself to be President (or other officer authorized to execute the 
instrument) of COUNTRY TONITE THEATRE, L.L.C., the within named bargainor, a 
Tennessee limited liability company, and that he as such President, executed 
the foregoing instrument for the purpose therein contained, by signing the 
name of the limited liability company by himself as President.

    Witness my hand, at office, this 24 day of September, 1996.

                                            /s/ ANDREA R. GARCIA
                                            ---------------------------------
                                            Notary Public

My Comission Expires:      6/6/2000
                    --------------------------------------


                                          21


<PAGE>

                           UNCONDITIONAL GUARANTY OF LEASE

    Casino Resource Corporation ("CRC"), a Minnesota corporation, is the sole
owner of CRC of Tennessee, Inc., a Tennessee corporation ("CRCT").  CRCT is a
Member of Country Tonite Theatre, L.L.C., a Tennessee limited liability company
("Lessee"), and CRCT owns sixty percent (60%) of the membership interests of the
Lessee.  As an inducement for the execution of the foregoing Lease Agreement
(the "Lease"), and as an additional consideration to J. MacDonald Burkhart, M.D.
("Lessor"), CRC covenants and agrees as follows:

    1.   CRC hereby unconditionally and absolutely guarantees the prompt and
         full payment of Lessee's rental obligations described in paragraph 3
         of the Lease Agreement but only to the extent of Thirty Thousand
         Dollars ($30,000.00) per month and only through the initial five (5)
         year term of the Lease.

    2.   CRC agrees that this Guaranty may be enforced by Lessor without first
         resorting to or exhausting any other remedy, security, or collateral. 
         Lessor shall provide notice to CRC of any nonpayment of rent and
         within five (5) days, CRC shall pay to Lessor Thirty Thousand Dollars
         ($30,000.00) for such month less any partial rental payments for such
         month timely paid by Lessee.  CRC agrees that its obligations pursuant
         to this Guaranty shall not be impaired, modified, changed, released or
         limited in any manner whatsoever by any impairment, modification,
         change, release, or limitation of the liability of Lessee or its
         estate in bankruptcy (including without limitation any rejection of
         the Lease by Lessee or by any trustee or receiver in bankruptcy
         resulting from the operation of any present or future provisions of
         the United States Bankruptcy Code or any similar statute or decision
         of any court.) The liability of CRC shall not be affected by any
         repossession of the Leased Property by Lessor.

    3.   CRC agrees that in the event this Guaranty is placed in the hands of
         an attorney for enforcement, CRC shall reimburse Lessor for any and
         all expenses incurred, including reasonable attorney's fees and
         litigation expenses.

    4.   CRC agrees that this Guaranty shall inure to the benefit of and may be
         enforced by Lessor, his successors and assigns, and any mortgagee(s)
         of the Leased Property, and shall be binding and enforceable against
         CRC and CRC's successors, and assigns.

    5.   The execution of this Guaranty by John J. Pilger, President of CRC,
         has been duly authorized by an appropriate action of the Board of
         Directors of CRC but no director, officer, or employee of CRC shall
         have any personal liability for this Guaranty.  A copy of the
         corporate resolution authorizing the execution of this Guaranty shall
         be promptly delivered to Lessee.

    6.   This Guaranty contains the entire agreement between the parties hereto
         with respect to the transactions contemplated by this Guaranty and
         supersedes all prior written or unwritten arrangements or
         understandings with respect thereto.  This Guaranty shall be governed
         by and in accordance with the substantive, internal laws of the State
         of


                                          22


<PAGE>


         Tennessee.  CRC hereby submits to the jurisdiction and venue of the
         state and federal courts located in Knox County, Tennessee.  The
         parties agree they have jointly prepared this Guaranty.  This Guaranty
         may not be modified, amended or revoked, except in a writing signed by
         all parties.  This provision may not be orally waived.

    IN WITNESS WHEREOF, CRC has executed this Guaranty this day 24 of
September, 1996.


                                            CASINO RESOURCE CORPORATION, 
                                            a Minnesota corporation 
                                            

                                            By /s/ JOHN J. PILGER
                                               ------------------------------
                                               John J. Pilger
                                               Its:  President
         

STATE OF  MISSISSIPPI  )
          -------------
COUNTY OF HARRISON     )
          -------------

    Before me, a Notary Public of the state and county aforesaid, personally
appeared JOHN J. PILGER, with whom I am personally acquainted (or proved to me
on the basis of satisfactory evidence), and who, upon oath, acknowledged himself
to be President (or other officer authorized to execute the instrument) of
CASINO RESOURCE CORPORATION, the within named bargainer, a corporation, and that
he as such President, executed the foregoing instrument for the purpose therein
contained, by signing the name of the corporation by himself as President.



    Witness my hand and seal, at office, this 24 day of
    September, 1996.

    /s/ ANDREA R. GARCIA
    ---------------------
    Notary Public

My Commission Expires:      6/6/2000
                     ----------------------------------


                                          23


<PAGE>

                                      EXHIBIT A
                                           


The Premises is a portion of the real property owned by Lessor.  The entire
tract owned by Lessor is more particularly described on EXHIBIT A-1 attached
hereto.  The "Premises" is that portion improved as a theater building and the
parking therefor.  The shaded area on the map attached hereto as EXHIBIT A-2 is
an approximate depiction of the Premises.


                                          24


<PAGE>


                                      EXHIBIT A-1
                                           
SITUATED in the Fifth (5th) Civil District of Sevier County, Tennessee, and
within the corporate limits of the City of Pigeon Forge, Tennessee, and being a
10.165 acre tract located on the eastern side of U. S. Highway 441, and being
more particularly bounded and described as follows:

BEGINNING at an iron pin set in the eastern right-of-way of U. S. Highway 441,
said iron pin being 300 feet, more or less, in a northerly direction from the
intersection of the eastern right-of-way of U. S. Highway 441 with the northern
right-of-way of Sugar Hollow Road; thence with the right-of-way of U. S. Highway
441 North 00 deg. 42 min. 48 sec.  East passing an iron pin at 55.38 feet, a
total distance of 178.16 feet to an iron pin marking the southwestern corner of
Lot 7 of Pine Grove Plaza (Map Book 21, Page 173); thence leaving the right-of-
way of U. S. Highway 441 and with the line of Pine Grove Plaza the following two
calls and distances: North 67 deg. 32 min. 43 sec.  East 829.56 feet to an iron
pin; North 48 deg. 13 min. 38 sec.  East 169.07 feet to an iron pin, corner to
Laurel Manor, Inc. (Deed Book 282, Page 15) ; thence with the line of Laurel
Manor, Inc. the following two calls and distances: South 54 deg. 40 min. 24 sec.
East 349.54 feet to an iron pin; North 43 deg. 24 min. 19 sec.  East 247.69 feet
to an iron pin, corner to John and Lisa Rauhuff (Deed Book 132, Page 88); thence
with the line of Rauhuff and a fence the following two calls and distances:
South 56 deg. 20 min. 12 sec.  East 136.66 feet to an iron pin; South 51 deg. 15
min. 57 sec.  East 21.10 feet to an iron pin, corner to R. DeWitt Shelton, et
al. (Deed Book 522, Page 642); thence with the line of R. DeWitt Shelton, et
al., the following six calls and distances: South 40 deg. 26 min. 51 sec.  West
621.24 feet to an iron pin; thence running with the arc in a curve to the left
in a circle having a radius of 332.34 feet, a tangent of 60.39 feet, a chord
call and distance of North 83 deg. 26 min. 38 sec.  West 118.84 feet to an iron
pin; thence South 86 deg. 15 min. 24 sec.  West 97.00 feet to an iron pin;
thence running with the arc in a curve to the right in a circle having a radius
of 184.40 feet, a tangent of 76.99 feet, a chord call and distance of North 71
deg, 04 min. 59 sec.  West 142.09 feet to an iron pin; thence North 48 deg. 25
min. 23 sec.  West 20.64 feet to an iron pin; thence running with the arc in a
curve to the left in a circle having a radius of 75.13 feet, a tangent of 28.51
feet, a chord call and distance of North 69 deg. 12 min. 15 sec. West 53 31 feet
to an iron pin, corner to BGA Associates (Deed Book 485, Page 177); thence with
the line of BGA Associates the following two calls and distances: North 89 deg.
59 min. 25 sec.  West 425.32 feet to an iron pin; South 65 deg. 12 min. 05 sec. 
West 261.88 feet to an iron pin in the right-of-way of U. S. Highway 441, the
POINT OF BEGINNING, as shown by survey of Dean A. Orr, RLS #780, ETE Consulting
Engineering, Inc., 311 Oak Ridge Turnpike, Oak Ridge, Tennessee 37830, dated
April 28, 1995, bearing Job No. 94-398-11.

    THERE IS SPECIFICALLY RESERVED from the above-described property an
    exclusive sign easement which is reserved by the First Parties named herein
    for the use and benefit of the First Parties, their heirs, devisees and
    assigns over the following described parcel of property:

    SITUATED in the Fifth (5th) Civil District of Sevier County, Tennessee, and
    within the corporate limits of the city of Pigeon Forge, Tennessee, being
    located on the eastern side of U. S. Highway 441, and being more
    particularly described as follows:


                                          25

<PAGE>

    To FIND THE POINT OF BEGINNING start at an iron pin set in the eastern
    right-of-way of U. S. Highway 441, said iron pin being 300 feet, more or
    less, in a northerly direction from the intersection of the eastern
    rightof-way of U. S. Highway 441 with the northern right-ofway of Sugar
    Hollow Road; thence running with the eastern right-of-way of U. S. Highway
    441 and the western terminus of a 50 foot joint permanent non-exclusive
    easement North 00 deg. 42 min. 48 sec.  East 55.38 feet to an iron pin
    lying in the northern line of said 50 foot joint permanent non-exclusive
    easement, said iron pin marking the place of beginning of the sign easement
    area; thence leaving the right-of-way of U. S. Highway 441 and with 
    northern line of a 50 foot joint permanent nonexclusive easement North 65
    deg. 12 min. 05 sec.  East 20.00 feet, more or less, to a point; thence
    leaving the right-of-way of a 50 foot joint permanent non-exclusive
    easement North 00 deg. 42 min. 48 sec.  East 20.00 feet, more or less, to a
    point; thence South 65 deg. 12 min. 05 sec.  West 20.00 feet, more or less,
    to a point in the eastern right-of-way of U. S. Highway 441; thence with
    the eastern right-of-way of U. S. Highway 441 South 00 deg. 42 min. 48 sec. 
    West 20.00 feet, more or less, to an iron pin, the POINT OF BEGINNING, as
    shown on survey of Dean A. Orr, RLS #780, ETE Consulting Engineering, Inc.,
    311 Oak Ridge Turnpike, Oak Ridge, Tennessee 37830, dated April 28, 1995,
    bearing Job No. 94-398-11.

    The Second Party by joining in the execution of this Correction Warranty
    Deed, does hereby grant, bargain, sell and convey unto First Parties the
    exclusive sign easement aforementioned, which sign easement was erroneously
    omitted from that prior deed of record in Deed Book 522, Page 646, in the
    Sevier County Register's Office.  The spouse of Second Party, Mary N.
    Burkhart, joins in the execution of this Correction Warranty Deed for the
    sole purpose of conveying any marital interest which she may have in the
    above-described property, to First Parties for the purpose of said sign
    easement.

    
THERE IS SPECIFICALLY RESERVED by the First Parties named herein a 50 foot 
wide joint permanent non-exclusive easement for ingress, egress and utilities 
running over, across and under the above-described 10.165 acre tract of 
property, said 50 foot wide joint permanent nonexclusive easement being more 
particularly bounded and described as follows:

SITUATED in the Fifth (5th) Civil District of Sevier County, Tennessee, and
within the corporate limits of the City of Pigeon Forge, Tennessee, and being
more particularly bounded and described as follows:

BEGINNING at an iron pin in the eastern right-of-way of U. S. Highway 441, said
iron pin being located 300 feet, more or less, in a northerly direction from the
intersection of the eastern right-of-way of U. S. Highway 441 with the northern
right-of-way of Sugar Hollow Road; thence with the right-of-way of U. S. Highway
441 North 00 deg. 42 min. 48 sec.  East 55.38 feet to an iron pin; thence
leaving the right-of-way of U. S. Highway 441 and running along the northern
right-of-way line of the 50 foot wide joint permanent non-exclusive easement the
following calls and distances: North 65 deg. 12 min. 05 sec.  East 249.02 feet
to an iron pin; thence South 89 deg. 59 min. 25 sec.  East 436.32 feet to an
iron pin; thence running with an arc in a curve to the right in a circle having
a radius of 125.13 feet, a tangent of 47.49 feet, a chord call and distance of
South 69 deg. 12 min. 15 sec.  East 88.79 feet to an iron pin; thence South 48
deg. 25 min. 23 sec.  East 20.64 feet to an


                                          26


<PAGE>


iron pin; thence running with an arc in a curve to the left in a circle having a
radius of 134.40 feet, a tangent of 56.11 feet, a chord call and distance of
South 71 deg. 04 min. 59 sec.  East 103.56 feet to an iron pin; thence North 86
deg. 15 min. 24 sec.  East 97.00 feet to an iron pin; thence running with the
arc in a curve to the right in a circle having a radius of 382.34 feet, a
tangent of 80.69 feet, a chord call and distance of South 81 deg. 49 min. 36
sec.  East 157.90 feet to an iron pin in the line of R. DeWitt Shelton, et al.
(Deed Book 522, Page 642); thence with the line of R. DeWitt Shelton, et al. the
following six calls and distances: South 40 deg. 26 min. 51 sec.  West 53.90
feet to an iron pin; thence running with the arc in a curve to the left in a
circle having a radius of 332.34 feet, a tangent of 60.39 feet, a chord call and
distance of North 83 deg. 26 min. 38 sec.  West 118 84 feet to an iron pin;
thence South 86 deg. 15 min. 24 sec.  West 97.00 feet to an iron pin; thence
running with an arc in a curve to the right in a circle having a radius of
184.40 feet, a tangent of 76.99 feet, a chord call and distance of North 71 deg.
04 min. 59 sec.  West 142.09 feet to an iron pin; thence North 48 deg. 25 min.
23 sec.  West 20.64 feet to an iron pin; thence running with an arc in a curve
to the left in a circle having a radius of 75.13 feet, a tangent of 28.51 feet,
a chord call and distance of North 69 deg. 12 min. 15 sec.  West 53.31 feet to
an iron pin, corner to BGA Associates (Deed Book 485, Page 177); thence with the
line of BGA Associates the following two calls and distances: North 89 deg. 59
min. 25 sec.  West 425.32 feet to an iron pin; thence South 65 deg. 12 min. 05
sec.  West 261.88 feet to an iron pin in the eastern right-of-way line of U. S.
Highway 441, the POINT AND PLACE OF BEGINNING, as shown by survey of Dean A.
Orr, RLS #780, ETE Consulting Engineering, Inc., 311 Oak Ridge Turnpike, Oak
Ridge, Tennessee 37830, dated April 28, 1995, bearing Job No. 94-398-11.

The Second Party named herein joins in the execution of this deed to grant,
bargain, sell and convey to First Parties, their heirs, devisees and assigns, a
joint permanent non-exclusive easement for ingress, egress and utilities over,
across and under the aforedescribed easement area so as to correct the
description of the easement area previously described in Deed Book 522, Page
646, in the Sevier County Register's Office.  The easement rights reserved to
First Parties named herein are non-exclusive rights and the Second Party, his
heirs, devisees and assigns shall have the joint use of said easement area for
the purpose of ingress, egress and utilities.

There is further conveyed with the 10.165 acre tract property described above
and there is specifically reserved herein an additional joint permanent
nonexclusive easement for ingress, egress and utilities running over, across and
under the following described property:

SITUATED in the Fifth (5th) Civil District of Sevier County, Tennessee, and
within the corporate limits of the City of Pigeon Forge, Tennessee, and being a
50 foot wide right-of-way immediately north of and running parallel with the
following described line, which line marks the southern right-of-way line for
said 50 foot wide joint permanent non-exclusive easement for ingress, egress and
utilities:

TO FIND THE POINT OF BEGINNING start at an iron pin set in the eastern right-of-
way line of U. S. Highway 441, said iron pin being 300 feet, more or less, in a
northerly direction from the intersection of the eastern right-of-way of U. S.
Highway 441 with the northern right-of-way of Sugar Hollow Road and said iron
pin being corner to BGA Associates (Deed Book 485, Page 177); thence running
with the line of BGA Associates the following two calls and distances: North 65
deg. 12 min. 05 sec.  East 261-88 feet to an iron pin; thence South 89 deg. 59
min. 25 sec.  East 425.32


                                          27


<PAGE>


feet to an iron pin, corner to R. DeWitt Shelton, et al.; thence with the line
of Shelton, et al. the following five calls and distances: Running with the arc
in a curve to the right in article having a radius of 75.131 feet, a tangent of
28.513 feet, a chord call and distance of South 69 deg. 12 min. 18 sec.  East
53.315 feet to an iron pin; thence South 48 deg. 25 min. 23 sec.  East 20.64
feet to an iron pin; thence running with the arc in a curve to the left in a
circle having a radius of 184-400 feet, a tangent of 76.985 feet, a chord call
and distance of South 71 deg. 05 min. 00 sec. East 142.085 feet to an iron pin;
thence North 86 deg. 15 min. 24 sec. East 97.00 feet to an iron pin; thence
running with the arc in a curve to the right in a circle having a radius of
332.340 feet, a tangent of 67.162 feet, a chord call and distance of South 82
deg. 19 min. 07 sec.  East 131.662 feet to an iron pin, the POINT OF BEGINNING;
thence running with the arc in a curve to the right in a circle having a radius
of 345.332 feet, a tangent of 96.499 feet, a chord call and distance of South 55
deg. 16 min. 53 sec.  East 185.877 feet to an iron pin; thence South 39 deg. 40
min. 08 sec.  East 193-90 feet to an iron pin, being corner to property of
Barbara Mockus, said iron pin marking the terminus of the easement area and
being according to the survey of Ronnie L. Sims, Tennessee Registered Land
Surveyor No. 683, 1020 Topside Drive, Sevierville, Tennessee 37862, dated
December 20, 1994 and last revised on April 19, 1995.

There is further conveyed with the 10.165 acre tract described above and 
specifically reserved a joint permanent non-exclusive easement for ingress, 
egress and utilities running over, across and under the following described 
parcel of property:

SITUATED in the Fifth (5th) Civil District of Sevier County, Tennessee, and
within the corporate limits of the City of Pigeon Forge, Tennessee, beginning at
an iron pin marking the southeastern terminus of the aforementioned easement
described above, and which iron pin lies in the southwestern right-of-way line
of the 50 foot wide joint permanent non-exclusive easement area; thence leaving
said point and place of beginning and running with the southern terminus of the
50 foot wide joint permanent non-exclusive easement for ingress, egress and
utilities aforedescribed, North 50 deg. 19 min. 51 sec.  East 50.00 feet to an
iron pin; thence South 39 deg. 40 min. 08 sec.  East 132.93 feet to an iron pin;
thence North 79 deg. 28 min. 09 sec.  East 110.87 feet to an iron pin; thence
running with the arc in a curve to the right in a circle having a radius of
50.01 feet, a tangent of 39.94 feet, an arc distance of 67.40 feet to an iron
pin lying in the northern right-of-way line of Sugar Hollow Road; thence running
with the northern right-of-way line of Sugar Hollow Road and running with the
arc in a curve to the left in a circle having a radius of 498.40 feet, a tangent
of 25.03 feet, an arc distance of 50.03 feet to an iron pin, being corner to
property of C. B. McCarter (Plat Book 5, Page 72); thence running with the line
of McCarter South 79 deg. 28 min. 09 sec.  West 140.25 feet to an iron pin,
being corner to property of Barbara Mockus; thence running with the line of
Barbara Mockus North 39 deg. 40 min. 08 sec.  West 162.30 feet to an iron pin,
marking the POINT AND PLACE OF BEGINNING, and being according to the survey of
Ronnie L. Sims, Tennessee Registered Land Surveyor No. 683, 1020 Topside Drive,
Sevierville, Tennessee 37862, dated December 20, 1994 and last revised on April
19, 1995.

BEING part of the same property conveyed to R. DeWitt Shelton and Lela Evelyn
Ogle by Quit Claim Deed from R. DeWitt Shelton, Trustee, dated June 16, 1994, of
record in Deed Book 522, Page 642, in the Sevier County Register's Office.


                                          28


<PAGE>

                                     EXHIBIT A-2



                             Diagram of property boundary









                                          29


<PAGE>

                                      EXHIBIT C
                                           
                                           
    Copy of contract with Country Tonite Enterprises providing for 
performance of the "Country Tonite Show" on the Premises throughout the term 
of this Lease Agreement

                                          30


<PAGE>


                                                                       EXHIBIT 2
--------------------------------------------------------------------------------

                               CONTRACT TO PRODUCE SHOW
                                       BETWEEN
                           COUNTRY TONITE ENTERPRISES, INC.
                                         AND
                            COUNTRY TONITE THEATRE, L.L.C.

--------------------------------------------------------------------------------

    This contract to Produce Show ("Contract") is by and between Country Tonite
Theatre, L.L.C., hereinafter referred to as "Theater," and Country Tonite
Enterprises, Inc., hereinafter referred to as "Producer."  Producer agrees to
produce and present for Theater a show known as "Country Tonite" hereinafter
referred to as "Show," in the Country Tonite Theatre located at 2249 Parkway in
Pigeon Forge, Tennessee.  Said show will be produced and presented under the
terms and conditions of this Contract.
                                           
                                       RECITALS
                                           
    1.   CONTRACT TERM.  Producer agrees to produce and present the Show for a
term that is coextensive with the existence of Country Tonite Theatre, L.L.C., a
Tennessee limited liability company, pursuant to its Operating Agreement, dated
as of September 24th, 1996 (the "Operating Agreement").
                                           
    2.   THE "SHOW" DEFINED.  The Show will have a running time of one-and-one-
half to two hours.  It will consist of at least five singers, eight dancers and
one or two specialty acts performing in a structured Country & Western music
variety show.  The Show will also consist of live music with a seven to a
twelve-piece band.  In addition to performers and artists, CTE will provide one
(1) administrative person and one (1) wardrobe attendant to facilitate the
production of the show (collectively "Producer Personnel.")  The Show shall be a
first rate production consistent with the quality of other variety shows
currently being performed by CTE.  Producer may vary the format from time to
time in the best interest of the Show and the Theater.
                                           
    3.   WEEK DEFINED.  A "week" is herein defined as a six-day period of a
calendar week (Sunday through Saturday) plus one nonperformance dark night to be
designated by Theater.  It is hereby acknowledged that a week will include up to
twelve (12) performances per week.  The Show times and days will be designated
in writing by Theater, provided that Producer shall not be required to present
the show between January 1 and March 1 of each year.  Producer shall not be
required to present the show a minimum number of times per week, but Producer
shall be required to present the show an average eight (8) times per week for
the period from March 15 through December 31 in each year.  Theatre agrees not
to do over twelve (12) shows per week without Burkhart Ventures, LLC's consent,
which shall not be unreasonably withheld.  If show is presented more than twelve
(12) times in one week, Producer shall be paid $3,750.00 for each show in a week
over twelve (12).
                                           
    4.   RIGHTS IN THE PRODUCTION.  Producer will own and retain all rights in
and to the title, format, logo, script continuity, choreography, and all other
elements of the Show.


                                          31


<PAGE>

                                                                       EXHIBIT 2

Notwithstanding the foregoing, Producer grants to Theater a license for the Term
of this Contract, including any extensions thereof to utilize the Show's title,
logo, video, or audio excerpts or any other reference to or description of the
Show in the Theater, promotion, marketing or public relations materials.
                                           
    5.   EXCLUSIVITY.  Producer agrees that during the Term of this contract,
and any extensions thereof, Producer shall not compete with the Theater directly
or indirectly within Sevier County, Tennessee or any adjoining county.  However,
from time to time, it is hereby understood that Producer may be airing certain
excerpts from the Show for the purpose of marketing, merchandising and
advertising the Show.  If a taped excerpt of the Show is utilized on television,
for purposes other than marketing and advertising, for profit, Producer shall
pay a fee of $5,000.00 to Theater.
                                           
    6.   CONSIDERATION AND METHOD OF PAYMENT.
                                           
         a.   Theater shall pay Producer a fee of $42,500 per week during the
term, provided that if less than six (6) shows are presented in any week,
subject to the next sentence, the amount paid to Producer for such week shall be
reduced by $7,083.33 for each show less than six (6) that is presented.  If the
show is presented for any partial week at the beginning or end of a performance
season, such fee shall be pro-rated based on days performed, but in no event
shall any payment be made between January 1 and March 1 of any year.  Payment
shall be made on a weekly basis to Producer and made available to Producer each
Monday morning before 10:00 a.m., Knoxville time, following the week's
performance.  Theater will be in default if payment is not made in full within
ten (10) days of written notice of such nonpayment as provided herein.
                                           
         b.   The fee provided for in subparagraph (a) of this paragraph shall
be adjusted as of March 1 of each year, beginning March 1, 1998, for "cost of
living" changes in accord with the Consumer Price Index for Urban Wage Earners
and Clerical Workers (all items) for the Southern United States published by the
Southern Office of the United States Department of Labor, Bureau of Labor
Statistics (the "index").  Each adjustment shall be made by multiplying the
weekly payment for the last full week of the prior calendar year by a fraction,
the numerator which shall be the most recent index in effect at the time of such
adjustment, and the denominator of which shall be the index for January, 1997. 
The product shall be the adjusted weekly payment until the next adjustment
occurs.  If the index changes so that the base (denominator) differs from that
originally used, the index shall be converted in accordance with the conversion
factor published by the United States Department of Labor, Bureau of Labor
Statistics.  If the index is discontinued or revised during the term hereof,
such other government index or computation with which it is replaced shall be
used in order to obtain substantially the same result as would have been
obtained if the index had not been discontinued or revised.
                                           
         c.   As further consideration hereunder, Producer shall have the
exclusive right to film and/or video tape the Show or excerpts thereof and shall
make such film and/or video tape available to Theatre at Producer's actual cost.
All income from sales or rental of such film or video tape sold in Sevier County
shall inure to the benefit of the Theater.


                                          32


<PAGE>


    7.   PRICE AND REVENUE.  Theater shall establish the admission price for
the Show and the cost to the audience of any and all beverage and food service
and shall retain all revenues therefrom.  Theater agrees to pay all taxes on
admissions to Show, plus cabaret taxes and sales taxes as well as ASCAP, SESAC
and BMI licensing fees.
                                           
    8.   CERTAIN PRODUCTION COSTS.
                                           
         a.   Theater shall provide, at its expense, lighting and sound
systems, stage sets, house equipment, related equipment, wardrobe maintenance
including storage for same for Show's performers, stage configuration, dressing
rooms, and projection system and screen.  Theater shall provide the necessary
personnel to handle stage functions, including but not limited to stage manager,
assistant stage manager, spotlight operators, and lighting and sound
technicians.  Producer acknowledges that the facilities and equipment located at
2249 Parkway in Pigeon Forge, Tennessee are suitable for the production of the
show in accordance with the terms of this Agreement.
                                           
         b.   Producer shall provide, at its sole expense:
                                           
              (1)  All props required for the Show;
              (2)  All costumes for the Show's performers;
              (3)  All special effects for the Show which are not standard and
                   ordinarily existent in the Theater's showroom.
                                           
    9.   REHEARSAL AND AUDITIONS. 
                                           
         a.   Theater shall make the showroom available to Producer for
rehearsals and auditions upon reasonable notice by Producer and shall make such
stage lighting and sound personnel as may be reasonably necessary thereto
available in connection therewith.
                                           
         b.   The Theater reserves the right to utilize the showroom for
entertainment and other purposes during all daytime hours and during any
evenings or other times the Show is not presented or when the auditorium is not
in use during mutually agreed rehearsal and audition times described in the
preceding subparagraph.
                                           
         c.   Theater agrees to make the auditorium available for rehearsal and
taping of television commercials.
                                           
    10.  TERMINATION.  The Producer may terminate this Agreement if any of the
following events shall occur.
                                           
         a.   Failure by Theatre to pay, in full, on the dates due, any payment
due hereunder, provided, however, that Theatre shall have ten (10) days
following written notice from Producer to cure such default.


                                          33


<PAGE>

                                           
         b.   Failure by Theatre to observe or perform any of the other terms,
covenants, agreements or conditions contained in this Agreement for a period of
thirty (30) days after written notice from Producer specifying such default,
provided, if any such default cannot be completely cured within such 30-day
period, despite Theatre's diligent, best-faith effort, commenced immediately,
then Theatre shall have a reasonable time to complete the cure of such default,
for a period not to exceed ninety (90) days.
                                           
         c.   Either the Lease dated as of the date hereof between J. MacDonald
Burkhart, M.D., and the Theatre or the Operating Agreement of the Theatre is
terminated.
                                           
         The Producer's right to terminate this Agreement under this paragraph
is in addition to such other rights that the Producer may have at law or equity.
                                           
         The Theatre may terminate this Agreement if any of the following
events shall occur.
                                           
         a.   Failure by Producer to observe or perform any of the other terms,
covenants, agreements or conditions contained in this Agreement for a period of
thirty (30) days after written notice from Theatre specifying such default,
provided, if any such default  cannot be completely cured within such 30-day
period, despite Producer's diligent, best-faith effort, commenced immediately,
then Producer shall have a reasonable time to complete the cure of such default,
for a period not to exceed ninety (90) days.
                                           
         b.   Either the Lease dated as of the date hereof between J. MacDonald
Burkhart, M.D., and the Theatre or the Operating Agreement of the Theatre is
terminated.
                                           
    The Theater's right to terminate this Agreement under this paragraph is in
addition to such other rights that the Theater may have at law or equity.
                                           
    Any notices given hereunder shall also be given to Burkhart Ventures, LLC,
in the manner and at the address provided in the Operating Agreement.
                                           
    10.  CERTAIN PROHIBITIONS.  Upon the termination of this Agreement Theatre
agrees not to:
                                           
         a.   for a period of one (1) year after termination of this Agreement,
produce either directly or indirectly or rent its property to any person or
entity producing, a country and eastern rock music variety shown which uses the
word "County" in its name or in any trade name or trademark.
                                           
         b.   for a period of one (1) year after termination of this Agreement,
hire any person who was an employee of the Producer or any affiliated entity
within the one-year period prior to the termination of this Agreement; or
                                           
         c.   violate any copyright, trademark or common law intellectual
property rights of CTE or any affiliated entity.


                                          34


<PAGE>


    The provisions of this paragraph shall survive the termination of this
Agreement.

    12.  PRODUCER PERSONNEL.  Producer shall require and assure that all
Producer Personnel shall at all times perform his/her services in a highly
professional manner.  While on the premises of the Theatre, Producer Personnel
shall conduct themselves in an appropriate and dignified manner, using
professional discretion at all times.  Producer is responsible for assuring that
Producer Personnel and all persons performing services for Producer in
connection with this agreement are subject to, and comply fully with, all terms
and conditions of this Agreement.
                                           
    13.  CANCELLATION OF PERFORMANCE BY THEATRE.  Theatre shall have the right
to cancel any performance of the Show, or any portion thereof, should
extraordinary conditions exist which include, but are not limited to: riot,
civil disorder, act(s) of God, strike, act of any federal, state or local
instruments, rebellions, bomb threats, or any natural disaster.
                                           
    14.  PUBLICITY.  Producer shall require all performers in the Show to be
available to Theater when requested from time to tome, for, among other things,
publicity photographs and interview .  All such services shall be rendered
without any kind of cost or charge to Theater except that the Theater shall
reimburse for travel, as required by the Theater or may pay the entertainer a
fair market hourly rate for any material time.  Producer agrees, for itself and
on behalf of all performers in the Show, that such photographs and interview
material may be used by Theater for any promotional and publicity purposes as
Theater shall determine for the term of this agreement in its sole and absolute
discretion; and Producer, for itself and on behalf of its performers, completely
releases, Theater from any liability resulting from the use of such material. 
All promotional and publicity materials created at the expense or through the
effort of Theater and approved by the Producer shall be the sole property of
Theater, and Producer agrees to sign and to require its performers to sign, as
may be reasonably determined, any and all releases, acknowledgements or such
other documentations as Theater may request from time to time in connection
with.
                                           
    15.  TAXES AND INSURANCE.  Producer shall be solely responsible for and
shall pay when due all federal income tax withholding, FICA, social security,
payment of workers' compensation where required by law and payroll taxes on
behalf of Producer Personnel.  Producer shall provide evidence satisfactory to
Theater that worker's compensation insurance coverage is being carried by
Producer and, when requested by Theater, evidence satisfactory to Theater that
payment of all the foregoing payroll burden has been made.  Each party to this
contract hereby waives its right to subrogation.
                                           
    16.  INDEPENDENT CONTRACTOR.  Producer is and shall be in the performance
of all work, services and activities under this Agreement an independent
contractor.  No term or condition under this Agreement nor any method or manner
of payment hereunder shall create any relationship between Theater and Producer
other than as expressed in this paragraph.  Producer personnel shall not in any
way, at any time, or under any circumstances, be or be construed to be
employees, agents, representatives or personnel of Theater.


                                          35


<PAGE>


    17.  INDEMNIFICATION.  Producer shall defend, indemnity, and hold Theater
completely free and harmless from and against any and all claims, demands, suits
and actions which are the result of negligence by anyone not a party to this
Agreement for loss, injury, damage, or liability from bodily injury and property
damage arising directly or indirectly out of Producer's negligence with respect
to performance of the Show or of this Agreement.  Producer shall carry
commercial liability insurance to insure against such risks.
                                           
    18.  PARKING.  Theatre shall make parking available for the show to the
full extent that parking is available to the Theatre under its lease of the
property under which the Show will be permitted.
                                           
    19.  MISCELLANEOUS PROVISIONS

         a.   Time is of the essence of this Agreement and the performance of
each and every provisions hereof.

         b.   Except as otherwise provided herein, this Agreement shall be
binding upon and shall inure to the benefit of the parties, their permitted
successors and assigns.

         c.   Whenever the context so requires, the use of any gender shall be
applicable to all genders, the singular number shall include the plural and the
plural gender.
                                           
         d.   The law of the State of Tennessee shall govern the validity,
performance and enforcement of this Agreement.
                                           
         e.   If either party to this Agreement shall institute any action or
proceeding under the provisions of this Agreement, the prevailing party in such
action or proceeding shall be entitled to recover all of its costs and
reasonable attorney's fees.

         f.   The failure of Theater to insist upon performance of any of the
provisions of this Agreement in any one or more instances shall not be a waiver
thereafter of its right to full performance of all the provisions of this
Agreement when any performance is due.  No waiver of a breach of any of the
covenants, conditions, terms of provisions of this Agreement shall be construed
to be a waiver of any succeeding breach of the same of any other covenant,
condition, term or provisions.  All rights and remedies created by this
Agreement are cumulative and the use of one remedy shall not be taken to exclude
or waive the right to the use of another.
                                           
         g.   In case provision contained in this Agreement shall be held to be
illegal, invalid or unenforceable, the legality, validity and enforceability of
all remaining provisions shall not be in any way affected of impaired thereby.

         h.   Captions and/or headings have been inserted for convenience of
reference only and are not to be construed or considered to be a part hereof and
shall not in any way modify, restrict or amend any of the terms or provisions
hereof.


                                          36


<PAGE>



                                                                       EXHIBIT 2

Executed this 24th day of September, 1996.
                                           
                                           
COUNTY TONITE THEATRE, LLC.                COUNTY TONITE ENTERPRISES, INC.
                                           
                                           

/s/ John J. Pilger                          /s/ John J. Pilger
-----------------------------               -------------------------------
John J. Pilger, Chief Manager               John J. Pilger, Chief Manager


                                          37


<PAGE>


                                                                       EXHIBIT 2

                                      EXHIBIT D
                                           
               LIST OF ASSUMED EQUIPMENT LEASES AND MONTHLY AMOUNTS DUE
<TABLE>

    LESSOR                 PURPOSE                        AMOUNTS             DUE
    ------                 -------                        -------            DATE
                                                                             ----
<S>                        <C>                      <C>             <C>
Citizens National          Sound & lighting         $16,620.17      20th of month
Bank                       equipment

Citizens National          Computers                $   510.16       27th of month
Bank

Associates Leasing         Walkie-talkies           $    320.99      27th of month

AT&T Capital               Fax/Copier               $    240.35      28th of month
Leasing Services, Inc.

AT&T Credit                Telephone                $    616.18      27th of month
Corporation




</TABLE>
_____________________

*   Lessee shall have no rights in the video equipment (recorders, cameras,
    screens, and any and all related equipment) currently used in the theater.


                                          38


<PAGE>
                                                                       EXHIBIT 2
                                      EXHIBIT E
                                           
                                           
                                     Encumbrances
                                           

    1.   All encumbrances listed in Lessor's title insurance policy issued by
         Lawyers Title Insurance Corporation (Policy #113-00-997074) attached
         hereto as EXHIBIT E-1.

    2.   A disputed lien asserted by Creative Structures, Inc. filed in the
         Sevier County Register of Deeds Office on July 2, 1996.  Lessor
         covenants that this item will be released or removed by bond by
         January 15, 1997.

    3.   A deed of trust in favor of SunTrust National Bank of East Tennessee
         and a deed of trust in favor of Union Planters Bank.




                                          39


<PAGE>


                                                                          
                                                                 EXHIBIT E



                                           
                                    Lawyers Title
                                Insurance Corporation
                                National Headquarters
                                  Richmond, Virginia
                                           
                           ________________________________
                                Owner's Policy Number
                                           
                                  113 - 00 - 997074
                           ________________________________
                                           
   SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE 
CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, LAWYERS TITLE 
INSURANCE CORPORATION, a Virginia corporation, herein called the Company, 
insures, as of Date of Policy shown in Schedule A, against loss or damage, 
not exceeding the Amount of Insurance stated in Schedule A, sustained or 
incurred by the insured by reason of:

    1.   Title to the estate or interest described in Schedule A being vested
         other than as stated therein;

    2.   Any defect in or lien or encumbrance on the title;

    3.   Unmarketability of the title;

    4.   Lack of a right of access to and from the land.

The Company will also pay the costs, attorneys' fees and expenses incurred in
defense of the title, as insured, but only to the extent provided in the
Conditions and Stipulations.

IN WITNESS WHEREOF the Company has caused this policy to be signed and sealed,
to be valid when Schedule A is countersigned by an authorized officer or agent
of the Company, all in accordance with its By-Laws.

                                            LAWYERS TITLE INSURANCE CORPORATION

Attest:                                     By:    Janet A. Alpert
              Secretary                            President


                                          40


<PAGE>










                                          41


<PAGE>

                               EXCLUSIONS FROM COVERAGE
                                           

    The following matters are expressly excluded from the coverage of this
policy and the Company will not pay loss or damage, costs, attorneys' fees or
penses which arises by reason of:

(a) Any law, ordinance or governmental regulation (including but not limited to
    building and zoning laws, ordinances, or regulations) restricting,
    regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment
    of the land; (ii) the character, dimensions or location of any improvement
    now or hereafter erected on the land; (iii) a separation in ownership or a
    change in the dimensions or area of the land or any parcel of which the
    land is or was a part; or (iv) environmental protection, or the effect of
    any violation of these laws, ordinances or governmental regulations, except
    to the extent that a notice of the enforcement thereof or a notice of a
    defect, lien or encumbrances resulting from a violation or alleged
    violation affecting the land has been recorded in the public records at
    Date of Policy.

(b) Any governmental police power not excluded by (a) above, except to the
    extent that a notice of the exercise thereof or a notice of a defect, lien
    or encumbrances resulting from a violation or alleged violation affecting
    the land has been recorded in the public records at Date of Policy.

Rights of eminent domain unless notice of the exercise thereof has been recorded
in the public records at Date of Policy, but not excluding from coverage any
taking which has occurred prior to Date of Policy which would be binding on the
rights of a purchaser for value without knowledge.

Defects, liens, encumbrances, adverse claims or other matter:

(a) created, suffered, assumed or agreed to by the insured claimant;

(b) not known to the Company, not recorded in the public records at Date of
    Policy, but known to the insured claimant and disclosed in writing to the
    Company by the insured claimant prior to the date the insured claimant
    became an insured under this policy;

(c) resulting in no loss or damage to the insured claimant;

(d) attaching or created subsequent to Date of Policy; or

(e) resulting in loss or damage which would not have been sustained if the
    insured claimant had paid value for the estate or interest insured by this
    policy.


                                          42


<PAGE>

Any claim, which arises out of the transaction vesting in the insured the estate
or interest insured by this policy, by reason of the operation of federal
bankruptcy, state insolvency, or similar creditors' rights laws.


                                          43


<PAGE>
                             CONDITIONS AND STIPULATIONS
                                           
1.  DEFINITIONS OF TERMS

    The following terms when used in this policy mean:

    (a) "insured": the insured name in Schedule A, and, subject to any rights
or defenses the Company would have had against the named insured, those who
succeed to the interest of the named insured by, operation of law as
distinguished from purchase including, but not limited to, heirs, distributees,
devisees, survivors, personal representatives, next of kin, or corporate or
fiduciary successors.

    (b) "insured claimant": an insured claiming loss or damage.

    (c) "knowledge" or "known": actual knowledge, not constructive knowledge or
notice which may be imputed to an insured by reason of the public records as
defined in this policy or any other records which impart constructive notice of
matters affecting the land.

    (d) "land": the land described or referred to in Schedule A, and
improvements affixed thereto which by law constitute real property.  The term
"land" does not include any proerty beyond the lines of the area described or
referred to in Schedule A, nor any right, title, interest, estate or easement in
abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing
herein shall modify or limit the extent to which a right of access to and from
the land is insured by this policy.

    (e) "mortgage": mortgage, deed of trust, trust deed, or the other security
instrument.

    (f) "public records": records established under state statutes at Date of
Policy for the purpose of imparting constructive notice of matters relating to
real property to purchasers for value and without knowledge.  With respect to
Section 1(a)(iv) of the Exclusions From Coverage, "public records" shall also
include environmental protection liens filed in the records of the clerk of the
United States district court for the district in which the land is located.

    (g) "unmarketability of the title": an alleged or apparent matter affecting
the title to the land, not excluded or excepted from coverage, which would
entitle a purchaser of the estate or interest described in Schedule A to be
released from the obligation to purchase by virtue of a contractual condition
requiring the delivery of marketable title.

2.  CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE.

     The coverage of this policy shall continue in force as of Date of Policy 
in favor of an insured only so long as the insured retains an estate or 
interest in the land, or holds an indebtedness secured by a purchase money 
mortgage given by a purchaser from the insured, or only so long as the 
insured shall have liability by reason of convenants of warranty made by the 
insured in any transfer or conveyance of the estate or interest.  This policy 
shall not continue in force in favor of any purchaser from the insured of 
either (i) an estate or interest in the land, or (ii) an indebtedness secured 
by a purchase money mortgage given to the insured.  

3.  NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.

    The insured shall notify the Company promptly in writing (i) in case of any
litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come
to an insured hereunder of any claim of title or interest which is adverse to
the title to the estate or interest, as insured, and which might cause loss or
damage for which the Company may be liable by virtue of this policy, or (iii) if
title to the estate or interest, as insured, is rejected as unmarketable.  If
prompt notice shall not be given to the Company, then as to the insured all
liability of the Company shall terminate with regard to the matter or matters
for which prompt notice is required; provided, however, that failure to notify
the Company shall in no case prejudice the rights of any insured under this
policy unless the Company shall be prejudiced by the failure and then only to
the extent of the prejudice.

4.  DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE.

         (a) Upon written request by the insured and subject to the options
contained in Section 6 of these Conditions and Stipulations, the Company, at its
own cost and without unreasonable delay, shall provide for the defense of an
insured in litigation in which any third party asserts a claim adverse to the
title or interest as insured, but only as to those stated causes of action
alleging a defect, lien or encumbrance or other matter insured against by this
policy.  The Company shall have the right to select counsel of its choice
(subject to the right of the insured to object for reasonable cause) to
represent the insured as to those stated causes of action and shall not be
liable for and will not pay the fees of any other counsel.  The Company will not
pay any fees, costs or expenses incurred by the insured in the defense of those
causes of action which allege matters not insured against by this policy.

         (b) The Company shall have the right, at its own cost, to institute 
and prosecute any action or proceeding or to do any other act which in its 
opinion may be necessary or desirable to establish the title to the estate or 
interest as insured, or to prevent or reduce loss or damage to the insured.  
The Company may take any appropriate action under the terms of this policy, 
whether or not it shall be liable hereunder, and shall not thereby concede 
liability or waive any provision of this policy.  If the Company shall 
exercise its rights under this paragraph, it shall do so diligently.

         (c) Whenever, the Company shall have brought an action or interposed 
a defense as required or permitted by the provisions of this policy, the 
Company may pursue any litigation to final determination by a court of 
competent jurisdiction and expressly reserves the right, it its sole 
discretion, to appeal from any adverse judgment or order.

                                          44


<PAGE>


         (d) In all cases where this policy permits or requires the Company to
prosecute or provide for the defense of any action or proceeding, the insured
shall secure to the Company the right to so prosecute or provide defense in the
action or proceeding, and all appeals therein, and permit the Company to use, at
its option, the name of the insured for this purpose.  Whenever requested by the
Company, the insured, at the Company's expense, shall give the Company all
reasonable aid (i) in any action or proceeding, securing evidence, obtaining
witnesses, prosecuting or defending the action or proceeding, or effecting
settlement, and (ii) in any other lawful act which in the opinion of the Company
may be necessary or desirable to establish the title to the estate or interest
as insured.  If the Company is prejudiced by the failure of the insured to
furnish the required cooperation, the Company's obligations to the insured under
the policy shall terminate, including any liability or obligation to defend,
prosecute, or continue any litigation, with regard to the matter or matters
requiring such cooperation.

5.  PROOF OF LOSS OR DAMAGE.

    In addition to and after the notices required under Section 3 of these
Conditions and Stipulations have been provided the Company, a proof of loss or
damage signed and sworn to by the insured claimant shall be furnished to the
Company within 90 days after the insured claimant shall ascertain the facts
giving rise to the loss or damage.  The proof of loss or damage shall describe
the defect in, or lien or encumbrance on the title, or other matter insured
against by this policy which constitutes the basis of loss or damage and shall
state, to the extent possible, the basis of calculating the amount of the loss
or damage.  If the Company is prejudiced by the failure of the insured claimant
to provide the required proof of loss or damage, the Company's obligations to
the insured under the policy shall terminate, including any liability or
obligation to defend, prosecute, or continue any litigation, with regard to the
matter or matters requiring such proof of loss or damage.

         In addition, the insured claimant may reasonably be required to submit
to examination under oath by an authorized representative of the Company and
shall produce for examination, inspection and copying, at such reasonable times
and places as may be designated by any authorized representative of the Company,
all records, books, ledgers, checks, correspondence and memoranda, whether
bearing a date before or after Date of Policy, which reasonably pertain to the
loss or damage.  Further, if requested by any authorized representative of the
Company, the insured claimant shall grant its permission, in writing, for any
authorized representative of the Company to examine, inspect and copy all
records, books, ledgers, checks, correspondence and memoranda in the custody or
control of a third party, which reasonably pertain to the loss or damage.  All
information designated as confidential by the insured claimant provided to the
Company pursuant to this Section shall not be disclosed to others unless, in the
reasonable judgment of the Company, it is neccessary in the administration of
the claim.  Failure of the insured claimant to submit for examination under
oath, produce other reasonably requested information or grant permission to
secure reasonably necessary information from third parties as required in this
paragraph shall terminate any liability of the Company under this policy as to
that claim.

6.  OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

    In case of a claim under this policy, the Company shall have the following
additional options:

         (a) TO PAY OR TENDER PAYMENT OF THE AMOUNT OF INSURANCE.

         To pay or tender payment of the amount of insurance under this policy
together with any costs, attorneys' fees and expenses incurred by the insured
claimant, which were authorized by the Company, up to the time of payment or
tender of payment and which the Company is obligated to pay.

              Upon the exercise by the Company of this option, all liability
and obligations to the insured under this policy, other than to make the payment
required, shall terminate, including any liability or obligation to defend,
prosecute, or continue any litigation, and the policy shall be surrendered to
the Company for cancellation.

         (b) TO PAY OR OTHERWISE SETTLE WITH PARTIES OTHER THAN THE INSURED OR
WITH THE INSURED CLAIMANT.

              (i) to pay or otherwise settle with other parties for or in the
name or an insured claimant any claim insured against under this policy,
together with any costs, attorneys' fees and expenses incurred by the insured
claimant which were authorized by the Company up to the time of payment and
which the Company is obligated to pay; or

              (ii) to pay or otherwise settle with the insured claimant the
loss or damage provided for under this policy, together with any costs,
attorneys' fees and expenses incurred by the insured claimant which were
authorized by the Company up to the time of payment and which the Company is
obligated to pay.

         Upon the exercise by the Company of either of the options provided for
in paragraphs (b)(i) or (ii), the Company's obligations to the insured under
this policy for the claimed loss or damage, other than the payments required to
be made, shall terminate, including any liability or obligation to defend,
prosecute or continue any litigation.

7.  DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE.

    This policy is a contract of indemnity against actual monetary loss or
damage sustained or incurred by the insured claimant who has suffered loss or
damage by reason of matters insured against by this policy and only to the
extent herein described.

         (a) The liability of the Company under this policy shall
not exceed the least of:

              (i) the Amount of Insurance stated in Schedule A; or,

              (ii) the difference between the value of the insured estate or
interest as insured and the value of the insured estate or 


                                          45

<PAGE>



interest subject to the defect, lien or encumbrance insured against by this
policy.

         (b) In the event the Amount of Insurance stated in Schedule A at the
Date of Policy is less than 80 percent of the value of the insured estate or
interest or the full consideration paid for the land, whichever is less, or if
subsequent to the Date of Policy an improvement is erected on the land which
increases the value of the insured estate or interest by at least 20 percent
over the Amount of Insurance stated in Schedule A, then this Policy is subject
to the following:

              (i) where no subsequent improvement has been made, as to any
partial loss, the Company shall only pay the loss pro rata in the proportion
that the amount of insurance at Date of Policy bears to the total value of the
insured estate or interest at Date of Policy; or

              (ii) where a subsequent improvement has been made, as to any
partial loss, the Company shall only pay the loss pro rata in the proportion
that 120 percent of the Amount of Insurance stated in Schedule A bears to the
sum of the Amount of Insurance stated in Schedule A and the amount expended for
the improvement.

         The provisions of this paragraph shall not apply to costs, attorneys'
fees and expenses for which the Company is liable under this policy, and shall
only apply to that portion of any loss which exceeds, in the aggregate, 10
percent of the Amount of Insurance stated in Schedule A.

         (c) The Company will pay only those costs, attorneys' fees and
expenses incurred in accordance with Section 4 of these Conditions and
Stipulations.

8.  APPORTIONMENT.

         If the land described in Schedule A consists of two or more parcels
which are not used as a single site, and a loss is established affecting one or
more of the parcels but not all, the loss shall be computed and settled on a pro
rata basis as if the amount of insurance under this policy was divided pro rata
as to the value on Date of Policy of each separate parcel to the whole,
exclusive of any improvements made subsequent to Date of Policy, unless a
liability or value has otherwise been agreed upon as to each parcel by the
Company and the insured at the time of the issuance of this policy and shown by
an express statement or by an endorsement attached to this policy.

9.  LIMITATION OF LIABILITY.

    (a) If the Company establishes the title, or removes the alleged defect,
lien or encumbrances, or cures the lack of a right of access to or from the
land, or cures the claim of unmarketability of title, all as insured, in a
reasonably diligent manner by any method, including litigation and the
completion of any appeals therefrom, it shall have fully performed its
obligations with respect to that matter and shall not be liable for any loss or
damage caused thereby.

    (b) In the event of any litigation, including litigation by

the Company or with the Company's consent, the Company shall have no liability
for loss or damage until there has been a final determination by a court of
competent jurisdiction, and disposition of all appeals therefrom, adverse to the
title as insured.

    (c) The Company shall not be liable for loss or damage to any insured or
liability voluntarily assumed by the insured in settling any claim or suit
without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY.

    All payments under this policy, except payments made for costs, attorneys'
fees and expenses, shall reduce the amount of the insurance pro rata.

11. LIABILITY NONCUMULATIVE.

    It is expressly understood that the amount of insurance under this policy
shall be reduced by any amount the Company may pay under any policy insuring a
mortgage to which exception is taken in Schedule BV or to which the insured has
agreed, assumed, or taken subject, or which is hereafter executed by an insured
and which is a charge or lien on the estate or interest described or referred to
in Schedule A, and the amount so paid shall be deemed a payment under this
policy to the insured owner.

12. PAYMENT OF LOSS.

    (a) No payment shall be made without producing this policy for endorsement
of the payment unless the policy has been loss or destroyed, in which case proof
of loss or destruction shall be furnished to the satisfaction of the Company.

    (b) When liability and the extent of loss or damaged has been definitely
fixed in accordance with these Conditions and Stipulations, the loss or damage
shall be payable within 30 days thereafter.

13. SUBROGATION UPON PAYMENT OR SETTLEMENT.

    (a) THE COMPANY'S RIGHT OF SUBROGATION.
    Whenever the Company shall have settled and paid a claim under this policy,
all right of subrogation shall vest in the Company unaffected by any act of the
insured claimant.

         The Company shall be subrogated to and be entitled to all rights and
remedies which the insured claimant would have had against any person or
property in respect to the claim had this policy not been issued.  If requested
by the Company, the insured claimant shall transfer to the Company all rights
and remedies against any person or property necessary in order to perfect this
right of subrogation.  The insured claimant shall permit the Company to sue,
compromise or settle in the name of the insured claimant and to use the name of
the insured claimant in any transaction or litigation involving these rights or
remedies.

         If a payment on account of a claim does not fully cover the loss of 
the insured claimant, the Company shall be subrogated to these rights and 
remedies in the proportion which the Company's payment bears to the whole 
amount of the loss.

    If loss should result from any act of the insured claimant, as stated
above, that act shall not void this policy, but the Company, 


                                          46

<PAGE>

in that event, shall be required to pay only that part of any losses insured
against by this policy which shall exceed the amount, if any, lost to the
Company by reason of the impairment by the insured claimant of the Company's
right of subrogation.

         (b) THE COMPANY'S RIGHTS AGAINST NON-INSURED OBLIGORS.

         The Company's right of subrogation against non-insured obligors shall
exist and shall include, without limitation, the rights of the insured to
indemnities, guaranties, other policies of insurance or bonds, notwithstanding
any terms or conditions contained in those instruments which provide for
subrogation rights by reason of this policy.

14. ARBITRATION.

    Unless prohibited by applicable law, either the Company or the insured may
demand arbitration pursuant to the Title Insurance Arbitration Rules of the
American Arbitration Association.  Arbitrable matters may include, but are not
limited to, any controversy or claim between the Company and the insured arising
out of or relating to this policy, any service of the Company in connection with
its issuance or the breach of a policy provisiono r other obligation.  All
arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be
arbitrated at the option of either the Company or the insured.  All arbitrable
matter when the Amount of Insurance is in excess of $1,000,000 shall be
arbitrated only when agreed to by both the Company and the insured.  Arbitration
pursuant to this policy and under the Rules in effect on the date the demand for
arbitration ismade or, at the option of the insured, the Rules in effect at Date
of Policy shall be binding upon the parties.  The award may include attorneys'
fees only if the laws of the state in which the land is located permit a court
ot award attorneys' fees to a prevailing party.  Judgment upon the award
rendered by the Arbitrator(s) may be entered in any court having jurisdiction
thereof.

The law of the situs of the land shall apply to an arbitration under the Title
Insurance Arbitration Rules.

    A copy of the Rules may be obtained from the Company upon request.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT.

    (a) This policy together with all endorsements, if any, attached hereto by
the Company is the entire policy and contract, between the insured and the
Company.  In interpreting any provision of this policy, this policy shall be
construed as a whole.

    (b) Any claim of loss or damage, whether or not based on negligence, and
which arises out of the status of the title to the estate or interest covered
hereby or by any action asserting such claim, shall be restricted to this
policy.  

    (c) No amendment of or endorsement to this policy can be made except by a
writing endorsed hereon or attached hereto signed by either the President, a
Vice President, the Secretary, an Assistant Secretary, or validating officer or
authorized signatory of the Company.

16. SEVERABILITY.

    In the event any provision of the policy is held invalid or unenforceable
under applicable law, the policy shall be deemed not to include that provision
and all other provisions shall remain in full force and effect.

17. NOTICES, WHERE SENT.

    All notices required to be given the Company and any statement in writing
required to be furnished the Company shall include the number of this policy and
shall be addressed to its Corporate-Headquarters, 6630 West Broad Street,
Richmond, Virginia 23230.  Mailing address: P.O. Box 27567, Richmond, Virginia
23261.


                                          47

<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                              POLICY OF TITLE INSURANCE
                                           

A WORD OF THANKS . . .

As we make your policy a part of our permanent records, we want to express our
appreciation of this evidence of your faith in             Lawyers Title
Insurance Corporation.
There is no recurring premium.

This policy provides valuable title protection and we suggest you keep it in a
safe place where it will be readily available for future reference.

If you have any questions about the protection provided by this policy, contact
the office that issued your policy or you may write to:

                             Consumer Affairs Department 
                         LAWYERS TITLE INSURANCE CORPORATION
                                    P.O. BOX 27567
                               RICHMOND, VIRGINIA 23261
                           TOLL FREE NUMBER 1-800-446-7086
                                           
                                           
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                                          48

<PAGE>

                                    LAWYERS TITLE
                                INSURANCE CORPORATION
                                           
                                NATIONAL HEADQUARTERS
                                  RICHMOND, VIRGINIA
                                    OWNER'S POLICY
                                      SCHEDULE A
                                           

                                                              ******************
                                                                  ENDORSEMENTS: 
  


********************************************************************************
CASE          DATE OF             AMOUNT OF      POLICY
NUMBER        POLICY              POLICY         NUMBER

--------------------------------------------------------------------------------
          June 17, 1994      $2,950,000.00       113-00-997074
--------------------------------------------------------------------------------


Name of Insured:

         J. MacDonald Burkhart

The estate or interest in the land which is covered by this policy is;

         fee simple

Title to the estate or interest in the land is vested in:

         J. MacDonald Burkhart

The land referred to in this policy is described as follows:

         SEE ATTACHED DESCRIPTION
         
    NOTE: This property was conveyed to J. MacDonald Burkhart by warranty deed
    of R. DeWitt Shelton, a 3/4ths undivided interest as tenant in common and
    Lela Ogle, a 1/4th undivided interest as tenant in common, dated June 16,
    1994, filed for record on June 17, 1994, in Warranty Deed Book 522, Page
    646, in the Register's Office for Sevier County, Tennessee.  Said warranty
    deed was corrected by Correction Warranty Deed dated May 10, 1995, filed
    for record on May 10, 1995, in Warranty Deed Book 544, Page 607, in the
    Register's Office for Sevier County, Tennessee.




                                          49

<PAGE>


                                          50

<PAGE>



DOUGLAS S. YATES

BY: /s/ Douglas S. Yates                   SEVIERVILLE, TENNESSEE
    --------------------------         ------------------------------------
COUNTERSIGNATURE AUTHORIZED                 Issued At (Location
     OFFICER OR AGENT

Policy 136 - Form No. 035-0136-0000 -- This Policy is invalid unless the cover
sheet and Schedule B are attached. --- ALTA Owners Policy (10-17-92)


                                          51

<PAGE>

                                    Lawyers Title
                                Insurance Corporation

                                NATIONAL HEADQUARTERS
                                  Richmond, Virginia
                                    OWNER'S POLICY
                                      SCHEDULE B
                                           
                                           
   ****************************************************************************
   CASE NUMBER:                                  POLICY NUMBER: 113-00-997-074
*******************************************************************************
    
                               EXCEPTIONS FROM COVERAGE
                                           

This policy does not insure against loss or damage (and the Company will not pay
costs, attorneys fees or expenses) which arise by reason of:

1.  Special Exceptions:
    (a) Taxes for the year 1995 and subsequent years.

2.  The officials of the City of Pigeon Forge have represented that the 1993
    City of Pigeon Forge Taxes have been paid in the amount of $3338.63, #2322,
    and that there are no taxes owing for prior years.  However, no opinion is
    expressed and no liability is assumed with regard to these representations
    since similar representations by officials of the City of Pigeon Forge have
    proved unreiliable in the past.

3.  This property may be subject to an easement in respect to the old abandoned
    roadbed adjoining Pine Grove Plaza along the northern boundary of the
    property as shown on map of Ronnie L. Sims, RLS, dated June 8, 1994.

4.  Subject to an existing asphalt encroachment along the northern boundary of
    the property adjoining Pine Grove Plaza and Highway 441, as shown on map of
    Ronnie L. Sims, RLS, dated Jun 8, 1994.

5.  This property is subject to a deed of trust in favor of Third National Bank
    of East Tennessee, dated June 16, 1994, of record in Trust Deed Book 523,
    Page 220, in the said Register's Office.  Said deed of trust was corrected
    by Correction Tennessee Deed of Trust dated May 10, 1995, of record in
    Trust Deed Book 557, Page 322, in the said Register's Office.








Policy 136 Litho in U.S.A. - Form No. 035-0-136-0001 --- 
ALTA Owners Policy (10-17-92)


                                          52

<PAGE>

                                      EXHIBIT A
                                           
                                           
TRACT I:

SITUATED in the Fifth (5th) Civil District of Sevier County, Tennessee, and
within the corporate limits of the City of Pigeon Forge, Tennessee, and being a
10.165 acre tract located on the eastern side of U.S. Highway 441, and being
more particularly bounded and described as follows:

BEGINNING at an iron pin set in the eastern right-of-way of U.S. Highway 441,
said iron pin being 300 feet, more or less, in a northerly direction from the
intersection of the eastern right-of-way of U.S. Highway 441 with the northern
right-of-way of Sugar Hollow Road; thence with the right-of-way of U.S. Highway
441 North 00 deg. 42 min. 48 sec. East passing an iron pin at 55.38 feet, a
total distance of 178.16 feet to an iron pin marking the southwestern corner of
Lot 7 of Pine Grove Plaza (Map Book 21, Page 173); thence leaving the right-of-
way of U.S. Highway 441 and with the line of Pine Grove Plaza the following two
calls and distances: North 67 deg. 32 min. 43 sec. East 829.56 feet to an iron
pin; North 48 deg. 13 min. 38 sec. East 169.07 feet to an iron pin, corner to
Laurel Manor, Inc.  (Deed Book 282, Page 15); thence with the line of Laurel
Manor, Inc. the following two calls and distances: South 54 deg. 40 min. 24 sec.
East 349.54 feet to an iron pin; North 43 deg. 24 min. 19 sec. East 247.69 feet
to an iron pin, corner to John and Lisa Rauhuff (Deed Book 132, Page 88); thence
with the line of Rauhuff and a fence the following two calls and distances:
South 56 deg. 20 min. 12 sec. East 136.66 feet to an iron pin; South 51 deg. 15
min. 57 sec. East 21.10 feet to an iron pin, corner to R. DeWitt Shelton, et al.
(Deed Book 522, Page 642); thence with the line of R. DeWitt Shelton, et al.,
the following six calls and distances: South 40 deg. 26 min. 51 sec. West 621.24
feet to an iron pin; thence running with the arc in a curve to the left in a
circle having a radius of 332.34 feet, a tangent of 60.39 feet, a chord call and
distance of North 83 deg. 26 min. 38 sec. West 118.84 feet to an iron pin;
thence South 86 deg. 15 min. 24 sec. West 97.00 feet, a tangent of 76.99 feet, a
chord call and distance of North 71 deg. 04 min. 59 sec. West 142.09 feet to an
iron pin; thence North 48 deg. 25 min. 23 sec. West 20.64 feet to an iron pin;
thence running with the arc in a curve to the left in a circle having a radius
of 75.13 feet, a tangent of 28.51 feet, a chord call and distance of North 69
deg. 12 min. 15 sec. West 53.31 feet to an iron pin, corner to BGA Associates
(Deed Book 485, Page 177); thence with the line of BGA Associates the following
two calls and distances: North 89 deg. 59 min. 25 sec. West 425.32 feet to an
iron pin; South 65 deg. 12 min. 05 sec. West 261.88 feet to an iron pin in the
right-of-way of U.S. Highway 441, the POINT OF BEGINNING, as shown by survey of
Dean A. Orr, RLS #780. ETE Consulting Engineering, Inc., 311 Oak Ridge Turnpike,
Oak Ridge, Tennessee 37830, dated April 28, 1995, bearing Job No. 94-398-11.

THIS CONVEYANCE IS SUBJECT TO an exclusive sign easement as reserved in
Correction Warranty Deed dated May 10, 1995, of record in Deed Book 544, Page
607, in the Sevier County Register's Office, said easement encumbering the
following described parcel of property:

SITUATED in the Fifth (5th) Civil District of Sevier County, Tennessee, and
within the corporate limits of the City of Pigeon Forge, Tennessee, being
located on the eastern side of U.S. Highway 441, and being more particularly
described as follows:



                                          53

<PAGE>


TO FIND THE POINT OF BEGINNING start at an iron pin set in the eastern right-of-
way of U.S. Highway 441, said iron pin being 300 feet, more or less, in a
northerly direction from the intersection of the eastern right-of-way of U.S.
Highway 441 with the northern right-of-way of Sugar Hollow Road; thence running
with the eastern right-of-way of U.S. Highway 441 and the western terminus of a
50 foot joint permanent non-exclusive easement North 00 deg. 42 min. 48 sec.
East 55.38 feet to an iron pin lying in the northern line of said 50 foot joint
permanent non-exclusive easement, said iron pin marking the place of beginning
of the sign easement area; thence leaving the right-of-way of U.S. Highway 441
and with the northern line of a 50 foot joint permanent non-exclusive easement
North 65 deg. 12 min. 05 sec. East 20.00 feet, more or less, to a point; thence
leaving the right-of-way of a 50 foot joint permanent non-exclusive easement
North 00 deg. 42 min. 48 sec. East 20.00 feet, more or less, to a point; thence
South 65 deg. 12 min. 05 sec. West 20.00 feet, more or less, to a point in the
eastern right-of-way of U.S. Highway 441; thence with the eastern right-of-way
of U.S. Highway 441 South 00 deg. 42 min. 48 sec. West 20.00 feet, more or less,
to an iron pin, the POINT OF BEGINNING, as shown on survey of Dean A. Orr, RLS
#780, ETE Consulting Engineering, Inc., 311 Oak Ridge Turnpike, Oak Ridge,
Tennessee 37830, dated April 28, 1995, bearing Job. No. 94-398-11.

THIS CONVEYANCE IS FURTHER SUBJECT TO a 50 foot wide joint permanent non-
exclusive easement for ingress, egress and utilities running over, across and
under the above-described 10.165 acre tract of property, as reserved in
Correction Warranty Deed dated May 10, 1995, of record in Deed Book 544, Page
607, in the Sevier County Register's Office, said 50 foot wide joint permanent
non-exclusive easement being more particularly bounded and described as follows:

SITUATED in the Fifth (5th) Civil District of Sevier County, Tennessee, and
within the corporate limits of the City of Pigeon Forge, Tennessee, and being
more particularly bounded and described as follows:

BEGINNING at an iron pin in the eastern right-of-way of U.S. Highway 441, said
iron pin being located 300 feet, more or less, in a northerly direction from the
intersection of the eastern right-of-way of U.S. Highway 441 with the northern
right-of-way of Sugar Hollow Road; thence with the right-of-way of U.S. Highway
441 North 00 deg. 42 min. 48 sec. East 55.38 feet to an iron pin; thence leaving
the right-of-way of U.S. Highway 441 and running along the northern right-of-way
line of the 50 foot wide joint permanent non-exclusive easement the following
calls and distances: North 65 deg. 12 min. 05 sec. East 249.02 feet to an iron
pin; thence South 89 deg. 59 min. 24 sec. East 436.32 feet to an iron pin;
thence running with an arc in a curve to the right in a circle having a radius
of 125.13 feet, a tangent of 47.49 feet, a chord call and distance of South 69
deg. 12 min. 15 sec. East 88.79 feet to an iron pin; thence South 48 deg. 25
min. 23 sec. East 20.64 feet to an iron pin; thence running with an arc in a
curve to the left in a circle having a radius of 134.40 feet, a tangent of 56.11
feet, a chord call and distance of South 71 deg. 04 min. 59 sec. East 103.56
feet to an iron pin; thence North 86 deg. 15 min. 24 sec. East 97.00 feet to an
iron pin; thence running with the arc in a curve to the right in a circle having
a radius of 382.34 feet, a tangent of 49 min. 36 sec. East 157.90 feet to an
iron pin in the line of R. DeWitt Shelton, et al. (Deed Book 522, Page 642);
thence with the line of R. DeWitt Shelton, et al. The following six calls and
distances: South 40 deg. 26 min. 51 sec. West 53.90 feet to an iron pin; thence
running with the arc in a curve to the left in a circle having a radius of
332.34 feet, a tangent of 60.39 feet, a chord call and distance of North 83 deg.
26 min. 38 sec. West 118.84 feet to an iron pin; thence South 86 deg. 15 min. 24
sec. West 97.00 feet to an iron pin; thence running with an arc in a curve to
the right in a circle having a radius of 184.40 feet, a tangent of 76.99 feet, a
chord call and distance of North 71 deg. 04 min. 59 sec. West 142.09 feet to an
iron pin; thence North 48 deg. 25 min. 23 sec. West 20.64 feet to an iron pin;
thence running with an arc in a curve to the 


                                          54

<PAGE>

left in a circle having a radius of 75.13 feet, a tangent of 28.51 feet, a chord
call and distance of North 69 deg. 12 min. 15 sec. West 53.31 feet to an iron
pin, corner to BGA Associates (Deed Book 485, PGE 177); thence with the line of
BGA Associates the following two calls and distances: North 89 deg. 59 min. 25
sec. West 425.32 feet to an iron pin; thence South 65 deg. 12 min. 05 sec. West
261.88 feet to an iron pin in the eastern right-of-way line of U.S. Highway 441,
the POINT AND PLACE OF BEGINNING, as shown by survey of Dean A. Orr, RLS #780,
ETE Consulting Engineering, Inc., 311 Oak Ridge Turnpike, Oak Ridge, Tennessee
37830, dated April 28, 1995, bearing Job No. 94-398-11.

                                      TRACT II:
                                           
PARCEL A:

SITUATED in the Fifth (5th) Civil District of Sevier County, Tennessee, and
within the corporate limits of the City of Pigeon Forge, Tennessee, and being a
50 foot wide right-of-way immediately north of and running parallel with the
following described line, which line marks the southern right-of-way line for
said 50 foot wide joint permanent non-exclusive easement for ingress, egress and
utilities:

TO FIND THE POINT OF BEGINNING start at an iron pin set in the eastern right-of-
way line of U.S. Highway 441, said iron pin being 300 feet, more or less, in a
northerly direction from the intersection of the eastern right-of-way of U.S.
Highway 441 with the northern right-of-way of Sugar Hollow Road and said iron
pin being corner to BGA Associates (Deed Book 485, Page 177); thence running
with the line of BGA Associates the following two calls and distances: North 65
deg. 12 min. 05 sec. East 261.88 feet to an iron pin; thence South 89 deg. 59
min. 25 sec. East 425.32 feet to an iron pin, corner to R. DeWitt Shelton, et
al.; thence with the line of Shelton, et al. the following five calls and
distances: Running with the arc in a curve to the right in a circle having a
radius of 75.131 feet, a tangent of 28.513 feet, a chord call and distance of
South 69 deg. 12 min. 18 sec. East 53.315 feet to an iron pin; thence South 48
deg. 25 min. 23 sec. East 20.64 feet to an iron pin; thence running with the arc
in a curve to the left in a circle having a radius of 184.400 feet, a tangent of
76.985 feet, a chord call and distance of South 71 deg. 05 min. 00 sec. East
142.085 feet to an iron pin; thence North 86 deg. 15 min. 24 sec. East 97.00
feet to an iron pin; thence running with the arc in a curve to the right in a
circle having a radius of 332.340 feet, a tangent of 67.162 feet, a chord call
and distance of South 82 deg. 19 min. 07 sec. East 131.662 feet to an iron pin,
the POINT OF BEGINNING; thence running with the arc in a curve to the right in a
circle having a radius of 345.332 feet, a tangent of 96.499 feet, a chord call
and distance of South 55 deg. 16 min. 53 sec. East 185.877 feet to an iron pin;
thence South 39 deg. 40 min. 08 sec. East 193.90 feet to an iron pin, being
corner to property of Barbara Mockus, said iron pin marking the terminus of the
easement area and being according to the survey of Ronnie L. Sims, Tennessee
Registered Land Survey No. 683, 1020 Topside Drive, Sevierville, Tennessee
37862, dated December 20, 1994 and the last revised on April 19, 1995.

PARCEL B

SITUATED in the Fifth (5th) Civil District of Sevier County, Tennessee, and
within the corporate limits of the City of Pigeon Forge, Tennessee, beginning at
an iron pin marking the southeastern terminus of the aforementioned easement
described above, and which iron pin lies in the southwestern right-of-way line
of the 50 foot wide joint permanent non-exclusive easement area; thence leaving
said point and place of beginning and running with the southern terminus of the
50 foot wide joint permanent non-exclusive easement for ingress, 


                                          55

<PAGE>

egress and utilities afore described, North 50 deg. 19 min. 51 sec. East 50.00
feet to an iron pin; thence South 39 deg. 40 min. 08 sec. East 132.93 feet to an
iron pin; thence North 79 deg. 28 min. 09 sec. East 110.87 feet to an iron pin;
thence running with the arc in a curve to the right in a circle having a radius
of 50.01 feet, a tangent of 39.94 feet, an arc distance of 67.40 feet to an iron
pin lying in the northern right-of-way line of Sugar Hollow Road; thence running
with the northern right-of-way line of Sugar Hollow Road and running with the
arc in a curve to the left in a circle having a radius of 498.40 feet, a tangent
of 25.03 feet, an arc distance of 50.03 feet to an iron pin, being corner to
property of C.B. McCarter (Plat Book 5, Page 72); thence running with the line
of McCarter South 79 deg. 28 min. 09 sec. West 140.25 feet to an iron pin, being
corner to property of Barbara Mockus; thence running with the line of Barbara
Mockus North 39 deg. 40 min. 08 sec. West 162.30 feet to an iron pin, marking
the POINT AND PLACE OF BEGINNING, and being according to the survey of Ronnie L.
Sims, Tennessee Registered Land Surveyor No. 683, 1020 Topside Drive,
Sevierville, Tennessee 37862, dated December 20, 1994 and last revised on April
19, 1995.

BEING the same property conveyed to J. MacDonald Burkhart from R. DeWitt Shelton
and Lela Evelyn Ogle by Deed dated June 16, 1994, of record in Deed Book 522,
Page 646, as corrected by Deed dated May 10, 1995, of record in Deed Book 544,
Page 607, both in the Sevier County Register's Office.

                                          56