MEMORANDUM OF UNDERSTANDING


     This Memorandum of Understanding  (the  "Memorandum") is entered into as of
this  1st day of November,  1996,  by and between  Gold Coin  Incorporated,  a
Delaware  corporation,  d/b/a Lady Luck Gold Coin  Gambling Hall & Saloon ("Lady
Luck"), and BWCC, Inc. a Delaware  corporation,  d/b/a Bullwhackers Central City
("Bullwhackers").

     WHEREAS the parties  hereto are  desirous of combining  and making  capital
improvements to their respective gaming  establishments  which currently operate
on adjacent real property in Central City, Colorado;

     WHEREAS,  Lady Luck is willing to provide the capital for such improvements
and has  expertise  in the design and  construction  of projects  similar to the
improvements that the parties intend to make to their respective facilities;

     WHEREAS,  Bullwhackers  is willing to provide the  resources  and expertise
necessary  for the  management of the joint  operation of the  subsequent to the
completion of such capital improvements, and

     WHEREAS,  the parties  desire to enter into this  Memorandum to set forth a
preliminary basis upon which this transaction may ultimately be consummated, and
to provide a basis upon which both  parties can  undertake a more  complete  due
diligence   investigation  of  the  matters  described   herein.   Both  parties
acknowledge that this Memorandum is not intended to be a complete description of
the transaction,  and that the entire transaction is subject to the execution of
Definitive Agreements (as defined below);

     NOW,  THEREFORE,  and in  consideration  of the above,  the parties  hereby
express their intent,  subject to the conditions and  contingencies  hereof,  to
enter into agreements consistent with the following terms:


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I.       Capital Improvements.

     A.   The  parties  shall make the  improvements  necessary  to combine  the
          existing Lady Luck operation with the existing Bullwhackers  operation
          by  demolishing  and removing all or part of the walls that  currently
          separate  such  operations.  The parties  shall also  reconfigure  and
          renovate  the  interior  of  their   existing   operations  so  as  to
          accommodate their joint operation. The parties further anticipate that
          improvements to Lady Luck's  existing  gaming  equipment shall also be
          made.  For purposes of this  Memorandum,  the  foregoing  improvements
          shall hereafter be referred to as the "Capital  Improvements"  and the
          facility  resulting  from the  combination  of the existing  Lady Luck
          operation and the existing  Bullwhacker  operation  shall hereafter be
          referred to as the "Joint Facility".

     B.   Bullwhackers  and Lady Luck shall allow the Joint  Facility to use all
          of their respective assets as of the date hereof,  including,  without
          limitation,  the  following:  (i) the  real  property,  and all  their
          respective   rights  to  lease  real  property,   required  for  their
          respective operations;  (ii) the furniture,  fixture and equipment and
          any other tangible personal property,  and all their respective rights
          to lease tangible  personal  property,  required for their  respective
          operations; and (iii) the permits, licenses,  applications,  plans and
          other  intangible  assets  related  to  their  respective  operations,
          provided such intangible assets,  including  specifically,  the gaming
          and liquor licenses,  can be transferred to the Joint Facility. If the
          Executive  Committee  (as  defined  below)  determines  not to use any
          specific property, whether real, personal or intangible, in connection
          with the Joint  Facility,  the owner of such property  shall be solely
          responsible for removing,  storing,  destroying,  selling or otherwise
          disposing of such property.  None of the respective  companies debt of
          lease obligations are being transferred to the Joint Facility.  Should
          either of the parties default on any of their respective debt or lease
          obligations,   the  non-defaulting  party  shall  have  no  obligation
          whatsoever to cure or otherwise remedy such default. If the


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          default  relates to property,  whether real,  personal or  intangible,
          being  used by the  Joint  Facility,  or for  which a third  party has
          secured rights, the non-defaulting party may immediately terminate its
          participation  in the Joint Facility and may take steps to replace the
          removed walls and return to operating its independent  facility.  Each
          party shall provide to the other  sufficient  evidence of any required
          consents  from or  relating  to any lender  third-party  mortgagee  or
          interest holder in any property to be used by the Joint Facility.

          C.   The parties  shall  design,  construct  and  complete the Capital
               Improvements  in accordance  with plans and  specifications  (the
               "Plans and  Specifications").  The Capital  Improvements shall be
               constructed  in a diligent and  efficient  manner  according to a
               schedule  (the  "Capital  Improvement  Schedule").   The  Capital
               Improvements will be constructed substantially in accordance with
               a budget  (the  "Capital  Improvement  Budget").  The  Plans  and
               Specifications,   Capital   Improvement   Schedule   and  Capital
               Improvement  Budget  shall be prepared  and  approved in form and
               substance   satisfactory   in  all  respects  to  Lady  Luck  and
               Bullwhackers and their approval shall be a condition precedent to
               entering into the  Definitive  Agreements.  In no event shall the
               Capital  Improvement  Budget  exceed  ONE  MILLION  FIVE  HUNDRED
               THOUSAND  DOLLARS   ($1,500,000).   The  money  for  the  Capital
               Improvement Budget shall be placed in and disbursed in accordance
               with an Escrow Agreement to be entered into by the parties as one
               of the Definitive  Agreements.  All Capital Improvements shall be
               performed pursuant to customary construction documents reasonably
               approved by both  parties,  including a guaranteed  maximum price
               contract  with the general  contractor.  Any change orders to the
               Capital  Improvement  Budget  shall be approved by the  Executive
               Committee  (as  defined  below).  In the  absence of an  approved
               change  order,   Lady  Luck  shall  be  solely  and   exclusively
               responsible for any cost overruns.

          D.   Subject  to  Bullwhackers  approval  in  its  sole  and  absolute
               discretion, Lady Luck shall


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               be  responsible  for  :(i) the  design  and  construction  of the
               Capital Improvements;  (ii) the selection,  approval,  hiring and
               discharge of engineers, architects, contractors,  subcontractors,
               professionals  and  other  required  third  parties;   (iii)  the
               negotiation and execution of contracts, agreements, easements and
               other such  documents  with  third  parties  with  respect to the
               Capital  Improvements;  and (iv) the  preparation  of budgets and
               cost  estimates.  Approval  of  all  of the  foregoing  shall  be
               conditions precedent to entering into the Definitive Agreements.

          E.   Upon  satisfaction or waiver of Contingencies (as defined below),
               Lady Luck shall provide the capital  required to make the Capital
               Improvements  in accordance with the Capital  Improvement  Budget
               and the  Escrow  Agreement.  In the  event the  parties  mutually
               determine it would be in the best interest of the Joint  Facility
               to remodel and convert Lady Luck's  existing  restaurant  area to
               some other use, the  Bullwhackers  shall  provide  fifty  percent
               (50%) of the capital requited for such improvements.

2.       Management of the Joint Facility.

          A.   The general  business and affairs of the Joint  Facility shall be
               managed  by  an  Executive   Committee  (or  similar  body)  (the
               "Executive  Committee")  consisting of four members, two of which
               shall  be  appointed  by Lady  Luck  and two of  which  shall  be
               appointed  by  Bullwhackers.  A unanimous  vote of the  Executive
               Committee  shall be required for all major  decisions  including,
               without  limitation,   construction  budgets,  design  decisions,
               operating  budgets and similar  matters and for all the following
               matters:  (i) any decision by the Joint  Facility to enter into a
               new line of business;  (ii) any  decision to  postpone,  defer or
               cancel any required distribution;  (iii) any decision to increase
               capital expenditures at the Joint Facility;  (iv) any transaction
               between the Joint Facility and Lady Luck,  Bullwhackers or any of
               their respective  affiliates (other than the Management Agreement
               (as  defined  below));   (v)  any  amendment  to  the  Definitive
               Agreements; (vi) any decision to enter any agreement


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               or series of agreements for  consideration in aggregate amount in
               excess of $25,000  regarding the operation of the Joint Facility;
               (vii) any decision by Bullwhackers under the Management Agreement
               to sell any  particular  asset  utilized in the  operation of the
               Joint Facility in excess of $25,000 (the individual owner of such
               asset shall be allowed to keep the  proceeds  therefrom);  (viii)
               any  decision  to  enter  any   employment   agreement  or  other
               arrangement  which  involves  annual  compensation  in  excess of
               $50,000; and (ix) any decision to consolidate, merge or otherwise
               transfer  the  assets  of Lady  Luck or  Bullwhackers  to a third
               party.  The  Executive  Committee  shall  appoint a Secretary who
               shall ensure that all members of the Executive  Committee receive
               appropriate  prior  notice of the  Committee's  meetings  and who
               shall  prepare  minutes  of each  meeting to be  approved  by the
               Executive  Committee.  With  respect  to each  matter  that comes
               before the Executive Committee, each member shall have one vote.

          B.   The day-to-day  operations of the Joint Facility shall be managed
               by  Bullwhackers   pursuant  to  an  agreement  (the  "Management
               Agreement"),  which shall provide for a base management fee equal
               to  ONE  HUNDRED  TWENTY  THOUSAND  DOLLARS  ($120,000)  annually
               payable  in  monthly   installments   of  TEN  THOUSAND   DOLLARS
               ($10,000). The Management Agreement shall be terminable upon: (i)
               the bankruptcy or insolvency of Lady Luck or  Bullwhackers,  (ii)
               the sale of all or substantially all of the assets of either Lady
               Luck or Bullwhackers;  or (iii) the material breach or failure of
               Bullwhackers to satisfy certain reasonable  performance standards
               that are to be provided for in the Management  Agreement.  Upon a
               termination  of  the  Management   Agreement,   the  parties  may
               immediately terminate their respective participation in the Joint
               Facility  and may take steps to  replace  the  removed  walls and
               return to operating their  independent  facilities.  Bullwhackers
               shall not be required to achieve  such  performance  standards in
               the event of material adverse conditions,  which conditions shall
               be described in the Management Agreement,  including construction
               disruption.


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          C.   The Management  Agreement shall require Bullwhackers to prepare a
               budget for submission to the Executive  Committee at least ninety
               (90) days prior to the start of each fiscal  year,  which  fiscal
               year shall commence on the  Commencement  Date (as defined below)
               and each anniversary thereof. The Joint Facility shall be managed
               in  accordance  with such  budget as  approved  by the  Executive
               Committee.  The Management  Agreement will provide,  with certain
               limitations to be more fully described therein, that Bullwhackers
               shall  indemnify Lady Luck for all  liabilities  and  obligations
               arising out of services  provided by  Bullwhackers.  In the event
               the EBITDA (as defined  below)  generated  by  operations  at the
               Joint Facility exceeds TWO MILLION SEVEN HUNDRED THOUSAND DOLLARS
               ($2,7000,000)  during  any  fiscal  year  during  the term of the
               Management   Agreement,   then  Bullwhackers   shall  receive  an
               additional fee equal to FORTY FIVE THOUSAND DOLLARS ($45,000).

          D.   The  parties  will need to meet and  confer  and  agree  upon the
               entity  which  employs  the  employees  of  the  Joint  Facility.
               Bullwhackers  shall be able to select in its sole  discretion the
               employees  which it determines are necessary to operate the Joint
               Facility,  so long as the expenses associated with such employees
               are  consistent   with  the  budget  approved  by  the  Executive
               Committee.

3.       Distributions.

          A.   Distributions  of the EBITDA  generated by the  operations of the
               Joint  Facility  shall be made from time to time upon approval of
               the Executive  committee,  provided,  however,  in no event shall
               such  distributions  be made less than on a quarterly  basis. All
               such  distributions will be made in accordance with the following
               priorities:

               1.   First, to Lady Luck, in an amount equal to the initial THREE
                    HUNDRED  FIFTY  THOUSAND  DOLLARS  ($350,000) of EBITDA (the
                    "Lady Luck


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                    Preference")   generated  by  the  operation  of  the  Joint
                    Facility,  provided that the Capital  Improvement Budget was
                    $1,5000,000.  If less than the full $1,5000,000 was actually
                    used for the  Capital  Improvement  Budget,  the  Lady  Luck
                    Preference shall be reduced to 25% of the actual amount used
                    for the Capital Improvement Budget;

               2.   Second,  after the payment of the Lady Luck Preference,  the
                    next  ONE  MILLION  DOLLARS   ($1,000,000)  of  EBITDA  (the
                    "Bullwhackers Preference") generated by the operation of the
                    Joint Facility shall be distributed to Bullwhackers;

               3.   Third, after the payment of the Lady Luck Preference and the
                    Bullwhackers  Preference,  the next  FIVE  HUNDRED  THOUSAND
                    DOLLARS  ($500,000.00)  of EBITDA generated by the operation
                    of the  Joint  Facility  shall  be  distributed  twenty-five
                    percent  (25%)  to  Lady  Luck  and  seventy-five  (75%)  to
                    Bullwhackers (the "Secondary Preference");

               4.   Finally, after the payment of the Lady Luck Preference,  the
                    Bullwhackers  Preference and the Secondary  Preference,  the
                    remaining  EBITDA  generated  by  operations  at  the  Joint
                    Facility  shall be distributed in equal amounts to Lady Luck
                    and Bullwhackers (the "Final Preference").

               5.   EBITDA  shall  be  completely   defined  in  the  Management
                    Agreement;  however,  for the  purposes  of this  Paragraph,
                    "EBITDA"  shall mean, for any year, the net income (or loss)
                    for  such  year  (after   deducting  all  Management   Fees,
                    including  the $45,000  bonus if  applicable,  and excluding
                    interest income,  extraordinary gains and losses,  gains and
                    losses on the sale of assets, gains or losses arising out of
                    litigation awards or judgments,  gains or losses arising out
                    of  insurance  proceeds  and other  nonrecurring  or unusual
                    gains and


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                    losses) adjusted to add thereto (to the extent deducted from
                    net revenues in determining  net income)  interest  expense,
                    income  tax  expense,   and  depreciation  and  amortization
                    expense (it being understood that preopening  expenses shall
                    not be added thereto),  all as determined in accordance with
                    generally accepted accounting  principles,  of Lady Luck and
                    Bullwhackers.

          B.   The  Lady  Luck  Preference,  Bullwhackers  Preference  Secondary
               Preference   and  Final   Preference  are  payable  in  quarterly
               distributions  for the period from the  Commencement  Date to the
               first  anniversary of the  Commencement  Date, at which point the
               order  of  preferences,  and  the  payments  on  account  of each
               preference,  begin  anew for each  subsequent  year in which  the
               Joint Facility has operations. The quarterly distributions may be
               made based on reasonable estimates that will be reconciled at the
               end of each year of  operations of the Joint  Facility.  The Lady
               luck  Preference,   Bullwhackers  Preference  and  the  Secondary
               Preference  were agreed to based on the assumption that the Joint
               Facility  would  generate  TWO  MILLION  SEVEN  HUNDRED  THOUSAND
               DOLLARS  ($2,700,000)  of  EBITDA  per  annum.  In the  event the
               parties,  based on their due diligence  investigation,  determine
               that such assumption is not  reasonable,  then the amounts of the
               aforementioned  preferences  may  be  adjusted  upon  the  mutual
               agreement of both parties.

          C.   Proper and  complete  books of account  and other  records of the
               business  of the  Joint  Facility  shall be kept by or under  the
               supervision  of   Bullwhackers   at  the  principal   offices  of
               Bullwhackers  and shall be open to inspection by Lady Luck or its
               representatives at any time during business hours.

4.       Buy/Sell Provision.

          A.   Lady Luck  shall  provide  Bullwhackers  a put  option to sell it
               assets, which option shall be exercised,  if at all upon 120 days
               prior written notice, at any time after the


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               Joint Facility  commences  gaming  operations (the  "Commencement
               Date").  The  Exercise  Price (as  defined  below) of such option
               shall be  discounted:  twenty-five  percent  (25%)  if  exercised
               within 180 days of the Commencement Date; twenty percent (20%) if
               exercised  more  than  180  but  less  than  360  days  from  the
               Commencement  Date;  and ten percent (10%) if exercised more than
               360 but less than 540 days from the Commencement Date.

          B.   For  purposes of this  Sections of  "Exercise  Price" shall be an
               amount  equal to the  greater  of  either  (i) the book  value of
               Bullwhackers  assets,  or (ii) an amount  equal to the sum of (Y)
               five (5) times  Bullwhackers'  EBITDA for the portion of trailing
               twelve-months  in which the Joint  Facility was not  operational,
               plus (Z) two and one-  half  (2.5)  times  the  Joint  Facility's
               EBITDA for the portion of the  trailing  twelve-  months in which
               the Joint Facility was  operational.  The Exercise Price shall be
               payable  twenty-five  percent  (25%) in cash at closing  with the
               balance to be payable by Lady Luck in a manner to be agreed  upon
               and  described in one of the  Definitive  Agreements,  including,
               potentially,  through the payment to  Bullwhackers  of securities
               issued  by  Lady  Luck's   parent   corporation.   In  the  event
               Bullwhackers  does  not  receive  adequate  assurances  as to the
               payment of Exercise Price,  Bullwhackers may elect to immediately
               terminate its  participation in the Joint Facility and take steps
               to  replace  the  removed  walls  and  return  to  operating  its
               independent facility.

          C.   Lady  Luck  shall  have the  option  to  purchase  the  assets of
               Bullwhackers and  Bullwhackers  shall have the option to purchase
               the assets of Lady Luck,  which option shall be exercised,  if at
               all,  upon  120  days  written  notice,  at any  time  after  the
               Commencement Date. The consideration paid by the party exercising
               such option shall be calculated in accordance with Paragraph 5(B)
               hereof,  and will in either the event of the  exercise of the put
               option  to  sell  or  option  to  purchase,  be  subject  to  the
               applicable  consent  of  third-party   lenders,   mortgagees  and
               interest holders.



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5.       The Contingencies.

          Notwithstanding  anything to the contrary contained herein,  Lady Luck
          and Bullwhackers  acknowledge and agree that the parties'  obligations
          imposed  pursuant  to the  terms  and  conditions  set  forth  in this
          Memorandum are expressly  subject to the satisfaction or waiver of the
          following contingencies (collectively the "Contingencies"):

          A.   All required governmental  approvals authorizing the construction
               and operation of the Joint  Facility from any and all  applicable
               governmental  agencies being issued to Lady Luck and Bullwhackers
               and  remaining  in full  force and  effect in form and  substance
               satisfactory to the parties.  Specifically,  the operation of the
               Joint Facility (including, specifically, the establishment of the
               Executive  Committee  and  the  Management  Agreement)  shall  be
               subject to the approval of the Colorado  Limited  Gaming  control
               Commission and the applicable  body  responsible for the issuance
               of a liquor  license.  The parties will need to  determine  which
               entity holds the  applicable  licenses and what will be done with
               the current licenses held by each party.  Lady Luck  acknowledges
               that there is a three  license  limitation  in Colorado  for both
               gaming and liquor  licenses and the  transaction  will have to be
               structured  to ensure  that at no time will  Bullwhackers  or its
               affiliates be in violation of such regulatory restriction.

          B.   The  Management  Agreement  and any  other  definitive  agreement
               required  by  the  transaction  contemplated  hereby,  including,
               without   limitation,   the  Escrow  Agreement,   the  Plans  and
               Specifications,  the  Capital  Improvements  Budget,  the Capital
               Improvement Schedule, construction documents, etc. (collectively,
               the  "Definitive  Agreements")  being entered by and between Lady
               Luck and Bullwhackers.

          C.   The timely  completion  of the plans and  specifications  for the
               Capital Improvements


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<PAGE>

               and the Capital Improvement Budget.

          D.   The Parties  obtaining  any required  consent or amendment to any
               existing  obligations to third parties required to consummate the
               transactions   contemplated   hereby   in  form   and   substance
               satisfactory   to  the  parties,   and  the  obtaining  of  final
               authorization from the board of directors of each company.

6.       Miscellaneous

          A.   The  terms and  conditions  of this  Memorandum  can  neither  be
               substantially  modified  nor  limited  except by  mutual  written
               agreement between Lady Luck and Bullwhackers.

          B.   THIS  MEMORANDUM  IS TO BE GOVERNED BY AND CONSTRUED AND ENFORCED
               IN ACCORDANCE WITH THE LAWS OF THE LAWS OF THE STATE OF COLORADO.

          C.   Bullwhackers is not the agent or representative of Lady Luck, and
               Lady Luck is not the  agent or  representative  of  Bullwhackers.
               Nothing  herein  or the  acts  of the  parties  hereto  shall  be
               construed to create a partnership  or joint venture  between Lady
               Luck and Bullwhackers.

          D.   This  Memorandum  may be executed in any manner and in any number
               of  counterparts  with the same effect as if the  parties  hereto
               have  signed  the  same  document.  All such  counterparts  shall
               constitute one instrument.

          E.   In the event of any  controversy,  claim or dispute  between  the
               parties hereto or arising out of or related to this Memorandum or
               the breach  thereof,  the  prevailing  party shall be entitled to
               recover  reasonable  attorneys'  fees,  court costs and  expenses
               incurred


                                                      Page 11
<PAGE>

               related thereto,  in  addition  to any other  remedy in law or in
               equity.

          F.   In  connection  with  the   transactions   contemplated  by  this
               Memorandum,  Lady Luck will be  furnishing  to  Bullwhackers  and
               Bullwhackers will be furnishing to Lady Luck certain  information
               which  is  either  non-public,  confidential  or  proprietary  in
               nature. Each party agrees that all such information  furnished or
               otherwise  obtained directly or indirectly,  by it its directors,
               officers,   partners,   employees,   agents  or   representative,
               including,  without limitation,  attorneys accountants,  partners
               experts and consultants (collectively  "Representatives") and all
               reports, analysis, compilations, data, studies or other documents
               prepared by either  party or its  Representatives  containing  or
               based,  in whole or in part,  on any such  furnished  information
               (collectively,   the   "Information")   will  be  kept   strictly
               confidential by each party and its  Representatives and will not,
               without  the prior  written  consent of the party  providing  the
               Information,  be disclosed to any other individual,  corporation,
               partnership,  joint  venture,  trust or association in any manner
               whatsoever, in whole or in part.

               The  Information  will not be used by Lady Luck,  Bullwhackers or
               their  Representatives,  directly or indirectly,  for any purpose
               other than  evaluating this  transaction.  Each party also agrees
               that  it  will  not  deliver  any  of  the   Information  to  any
               Representative that has not been informed of, and agrees to abide
               by, the terms of this  paragraph.  Each party agrees that it will
               obtain the prior approval of the other party  regarding any press
               releases,   public  statements  or  other  public  communications
               regarding this transaction  prior to it  dissemination;  provided
               that if either  party is advised  by  counsel  that it is legally
               obligated to issue a press release,  such party may issue a press
               release  after notice to and  consultation  with the other party.
               Each  party  agrees  that  a  breach  of  this  paragraph   would
               irreparably  injure the other party and such other party shall be
               entitled to equitable relief, including injunctive relief, in the
               event of such a breach  provided  that such  remedy  shall not be
               deemed to be the


                                                      Page 12
<PAGE>

               exclusive  remedy  for a breach and shall be in  addition  to all
               other remedies available at law or equity.

          G.   Whether  or  not  the   transactions   contemplated   hereby  are
               consummated,  each  party  will pay its own costs  and  expenses,
               including fees and disbursements of its counsel and accountants.

          H.   Upon  execution  of  this  Memorandum,   the  parties  and  their
               respective  affiliates  agree  to  refrain  from  carrying  on  a
               business,  either  directly or by  employment,  by  consulting or
               otherwise, which competes with or which is similar to the gaming,
               hotel and resort business  operation and development of the Joint
               Facility  and  which is  within  the  geographical  perimeter  of
               Central City,  Colorado.  Notwithstanding the foregoing,  nothing
               herein is intended to affect in any manner  affiliated  companies
               of  Bullwhackers  from  operating   existing  and  future  gaming
               operations  in  Black  Hawk  or  Cripple  Creek,  Colorado.  This
               provision  shall not  prohibit  any party or principal of a party
               from holding stock in a  publicly-held  corporation  amounting to
               less than five (5%) of the  outstanding  shares.  The parties are
               not restricted from competing with the joint facility outside the
               geographical  area  described  above  and is  under  no  duty  or
               obligation to offer any similar business opportunity to the other
               party outside of such area.

          I.   Lady Luck and  Bullwhackers  shall be allowed to proceed with due
               diligence  regarding  the  Capital   Improvements,   the  Capital
               Improvements  Budget,  the Definitive  Agreements,  and the Joint
               Facility  for a period of 60 days from the date  hereof (the "Due
               Diligence  Period"),  which period may be shortened or lengthened
               upon the mutual consent of both parties.  After the expiration of
               the  Due  Diligence  Period,  and  provided  the  parties  do not
               consummate the transaction  described herein, this Memorandum and
               all  obligation  hereunder  (except as provided in Paragraph 6F),
               shall terminate and be of no further force of effect.


                                                      Page 13

<PAGE>

          J.   Except as provided in  Paragraph  6F, which is intended to create
               enforceable agreements amount the parties hereto, this Memorandum
               is only a statement  of intent and does not  constitute a binding
               agreement  amount  the  parties,  nor shall it be deemed to be an
               agreement to agree.  The proposal set forth in this Memorandum is
               subject  to the  Contingencies,  and,  among  other  things,  due
               diligence,  the  approval of the Boards of Directors of Lady Luck
               and Bullwhackers  and the execution of the Definitive  Agreements
               in form and  substance  satisfactory  in al respects to Lady Luck
               and Bullwhackers and their respective counsel.

     IN WITNESS WHEREOF, The parties have executed this Memorandum as of the day
and year first above written.


BWCC, INC.

Stephen J. Szapor, Jr.

BY:  /s/ Stephen J. Szapor, Jr.

Title:  President


GOLD COIN INCORPORATED

Andrew H. Tompkins

BY:  /s/ Andrew H. Tompkins

Title:  President




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