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                          OPERATING AGREEMENT
                                  OF
                     COUNTRY TONITE THEATRE, L.L.C.



   THIS OPERATING AGREEMENT (the "Agreement") among CRC OF TENNESSEE, INC., a 
Tennessee corporation ("CRCT"), and BURKHART VENTURES, LLC, a Tennessee 
limited liability company ("BV"; CRCT and BV are collectively referred to 
herein as the "Members"), is made and entered into as of the 24 day of 
September, 1996.

                              ARTICLE I
                              FORMATION

  1.1 FORMATION. The Members hereby form a limited liability company pursuant 
to the Tennessee Limited Liability Company Act (the "Act").

  1.2 NAME. The name of the limited liability company shall be Country Tonite 
Theatre, L.L.C. (the "Company").

  1.3 ARTICLES OF ORGANIZATION. The Articles of Organization (the "Articles") 
dated as of September 19, 1996, hereof are hereby adopted and ratified by the 
Members. In the event of a conflict between the terms of this Agreement and 
the terms of the Articles, the terms of the Articles shall prevail.

  1.4 DEFINITIONS. Capitalized terms not otherwise defined herein shall have 
the meaning set forth in the Act.

  1.5 PLACE OF BUSINESS. The principal place of business of the Company shall 
be at 2249 Parkway, Pigeon Forge, Tennessee 37868, or at such other place(s) 
as all Members shall from time to time select.

  1.6 PERCENTAGE INTERESTS. The Percentage Interest of each Member shall be 
as follows:

                   BV                      40%
                   CRCT                    60%

The term "Percentage Interest" with respect to each Member shall mean the 
percentage interest of such partner in the profits, losses, distributions, 
capital, and assets of the Company. The term "Membership Interest" means a 
Member's entire interest in the Company, which when expressed as a percentage 
of all Membership Interests in the Company shall be equal to such Member's 
Percentage Interest. Membership Interests shall not be altered by any 
subsequent changes in the capital account(s) of any Member, and 
notwithstanding any other provision of this Agreement to the

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contrary, all distributions (except as specifically provided herein) shall be 
based upon each member's Percentage Interest and not the relative capital 
accounts at any given time.

                               ARTICLE II
                           PURPOSE AND POWERS

  2.1 PURPOSE. The purpose of the Company is to engage in the business of 
contracting for, producing, managing, and marketing a country music show and 
related activities to be presented at the music theater building owned by J. 
MacDonald Burkhart, M.D. located at 2249 Parkway, Pigeon Forge, Tennessee 
37868.

  2.2 POWERS. In furtherance of the foregoing purpose, the Company shall have 
the full power and authority to conduct its business as provided by the Act 
and applicable law.

  2.3 INITIAL CONTRACTS, COMMENCEMENT OF OPERATIONS. The Company shall enter 
into a certain Lease Agreement with J. McDonald Burkhart, M.D., a copy of 
which is attached hereto as EXHIBIT 1 (the "Lease"), to lease the theater 
location for the proposed country music show referred to above, and shall 
enter into a contract with Country Tonite Enterprises ("CTE"), an affiliate 
of CRCT, to acquire the performance artists and proprietary interests 
required to present the show, a copy of which is attached hereto as EXHIBIT 2 
(the "Contract"). The Members agree to use their good faith best efforts to 
cause the Company to initiate 1997 marketing efforts in September 1996; to 
assume pre-opening operation of the theater on or before January 15, 1997; 
and to open the theater to the public on such date as CRCT deems appropriate 
in the best interests of the Company, which date is expected to be in the 
first half of March, 1997.

  2.4 ASSUMPTION OF EQUIPMENT LEASES. The Company shall also assume and 
acquire all interest in certain leases for equipment as provided in Section 
15 of the Lease.

                               ARTICLE III
                                 CAPITAL

  3.1 CAPITAL ACCOUNTS. A capital account shall be established on the books 
of the Company for each Member. Each such capital account shall be credited 
with the amount of the respective Member's capital contributions as and when 
they are made and with the respective Member's share of Company income, 
gains, and profits allocated in accordance with the Member's proportionate 
Percentage Interest. Each Member's capital account shall be debited with the 
Member's respective share of losses and distributions in accordance with the 
Member's proportionate Percentage Interest. Such capital accounts shall be 
maintained in accordance with the requirements of Section 704 of the Internal 
Revenue Code of 1986, as amended (the "IRC"), and the regulations promulgated 
thereunder.

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  3.2 CAPITAL CONTRIBUTIONS.

   (a) As their initial capital contributions, CRCT shall contribute $300,000 
to the Company and BV shall contribute $200,000 to the Company, the total of 
which capital contributions shall be used to establish an operating account 
for the use of the Company in facilitating the operations of the Company, 
including the pre-opening activities, management, and marketing of the 
theater. Such capital contributions shall be made in accordance with and at 
the times provided in the promissory notes of CRCT and BV to the Company 
dated as of the date of this Agreement.

   (b) By January 1, 1997, each of the Members hereby agree to arrange for 
and guarantee a line of credit for the use and benefit of the Company, if 
needed, in an amount up to $300,000 with regard to CRCT and $200,000 with 
regard to BV. If it is necessary for the Company to use such credit lines, 
the respective credit lines of both Members shall be drawn upon pro rata in 
proportion to their Percentage Interests and simultaneously to meet such need.

  3.3 ADDITIONAL CAPITAL CONTRIBUTIONS. Neither Member shall be required to 
make any further capital contributions or loans to the Company except as 
permitted herein, and any such contributions or loans shall be subject to the 
prior written approval of all Members except as permitted herein.

  3.4 NO RIGHT TO WITHDRAW CAPITAL. No Member shall have the right to demand 
the return of, or otherwise withdraw his capital or to receive any specific 
property of the Company, except as specifically provided in this Agreement. 
No Member shall have the right to demand and receive property other than cash 
in return for his capital. Provided, however, BV shall have an option to 
acquire certain equipment related to the stone sign in accordance with 
paragraph 11 of the Lease, and BV may elect to receive such equipment towards 
any capital or other distribution to which BV is otherwise entitled.

  3.5 RETURN OF CAPITAL. All capital contributions and loans made by the 
Members shall be repaid as provided in ARTICLE XI hereof. Other than as 
stated in ARTICLE XI, no interest shall be paid on capital contributions or 
on balances in capital accounts.

                               ARTICLE IV
                     ALLOCATION OF PROFITS AND LOSSES

  4.1 ALLOCATIONS OF PROFITS AND LOSSES.

   (a) All Company net profits and net losses, and each item of income and 
expense related thereto, from whatever source derived (except such items with 
respect to property contributed to the Company by a Member, which shall be 
allocated pursuant to IRC Section 704(c) and the regulations thereunder), 
shall be allocated to the Members pro rata based upon their respective 
Percentage Interests as set forth in SECTION 1.6 above.

   (b) Notwithstanding the above or any other term or condition contained in 
this Agreement to the contrary, the capital accounts of the Members shall, in 
all events, be maintained

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in accordance with IRC Section 704(b) and the regulations promulgated 
thereunder, now existing or hereafter enacted, including, without limitation, 
the regulations set forth in Treasury Regulations Section 1.704-1(b)(20(iv) 
as well as the requirements set forth in IRC Section 704(c) and regulations 
promulgated thereunder, as to the allocation of the Company's income, loss, 
gain, deductions and other items to be allocated between the Members.

  4.2 REVENUES CALCULATED IN DETERMINING NET PROFITS. In calculating net 
profits, all revenues of the Company from ticket sales, gift shop sales, 
concessions sales, sale of videos, tapes and compact discs, entertainer's 
sundries for resale, and any other revenues from theater operations shall be 
included, provided, however, that revenues shall not include sales and use 
taxes, insurance proceeds relating to the assets of the Company, promotional 
non-cash revenues (such as complimentary tickets) and uncollectible 
receivables. Pre-paid revenues and costs associated with the same shall be 
acknowledged by the Company when earned.

                               ARTICLE V
                              MANAGEMENT

  5.1 MANAGEMENT BY MEMBERS. The Company shall be a "member-managed" limited 
liability company as such term is defined in the Act. The business and 
affairs of the Company shall be managed by the Members. All powers of the 
Company as a limited liability company under the Act shall be exercised by or 
under the direction of the Members.

  5.2 MANAGEMENT OF DAY-TO-DAY OPERATIONS. The Members hereby agree, in the 
mutual exercise  of their right of control, that CRCT shall have the 
responsibility for day-to-day management of the Company, including 
responsibility for the operation, management and marketing of the theater and 
for paying from the Company's assets all sales and use taxes, payroll taxes, 
state and federal income taxes, worker's compensation insurance, liability 
and business interruption insurance, and all other operating expenses arising 
in the course of the Company's business. CRCT acknowledges that its 
affiliate, CTE, is a party to the contract with the Company attached hereto 
as EXHIBIT 2, and CRCT shall arrange for the use (but not the ownership) by 
the Company of the "Country Tonite Show" and all proprietary and intellectual 
material associated with the same. Furthermore, CRCT covenants and agrees 
with BV as follows:

   (a) CRCT agrees to use its best efforts to operate the Company and manage 
the theater in a profitable manner through the use of its expertise and 
experience in the music theater industry.

   (b) CRCT will operate the Company and the theater in substantially the 
same manner as it operates other theaters presenting the "Country Tonite" 
concept and shall cause CTE, subject to the limitations of the Contract, to 
present such number of shows as will maximize the net profit of the Company.

   (c) CRCT shall use its best efforts to operate the Company and make 
Company expenditures in each fiscal year in accordance with the budget with 
respect to such fiscal year provided to the Members pursuant to SECTION 8.3 
below.

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   (d) CRCT shall at all times operate in a manner with respect to the 
Company and its assets and property which is for the sole benefit of the 
Company, and shall refrain from any activity contrary to the best interest of 
the Company, including among other things, the utilization of Company funds 
or assets for the sole benefit of CRCT or its affiliates;

   (e) (i) CRCT shall not make or approve any transfer of any type of 
property from the Company to CRCT or any of its affiliates at other than fair 
market value and only after the prior written consent of BV; (ii) CRCT shall 
not permit the Company to enter into a loan, lease, purchase, sale or 
contract with Casino Resource Corporation ("CRC") or any subsidiary, parent 
or related person or entity of CRC, other than the Contract, without the 
written consent of BV; (iii) CRCT shall not permit the Company to make any 
payment or loan for the benefit of CRC or any subsidiary, parent or related 
person or entity of CRC directly or indirectly without BV's written consent 
other than the Contract; or (iv) CRCT shall not permit the Company to modify, 
alter or amend the Contract without BV's written consent; provided that 
notwithstanding the foregoing, CRCT may in the course of managing the Company 
make payments to CTE to the extent permitted in the Contract;

   (f) no loans may be made by the Company to CRCT or any of its affiliates 
nor is CRCT authorized to incur indebtedness, nonrecourse or otherwise, on 
behalf of the Company except as otherwise permitted herein; and

   (g) advance payments to CRCT or any of its affiliates are prohibited.

  5.3 NO MUTUAL AGENCY OF THE MEMBERS. Neither Member is authorized or 
empowered to obligate the other, or to incur any costs on behalf of the 
other, except that CRCT may obligate the Company and incur costs on behalf of 
the Company as necessary to operate the theater. The employees or agents of a 
Member are not, and shall not be considered as, the employees or agents of 
the other Member.

  5.4 ACTIONS REQUIRING THE APPROVAL OF ALL OF THE MEMBERS. Unless authorized 
by all of the Members, no single Member or group of less than all of the 
Members shall have authority in the name of or on behalf of the Company to:

   (a) dispose of the goodwill of all the business;

   (b) do any other act which would make it impossible to carry on the 
ordinary business of the Company;

   (c) confess a judgment on behalf of the Company;

   (d) submit a claim or liability to arbitration or reference;

   (e) sell, lease, exchange or otherwise dispose of any of the assets of the 
Company or enter into any agreement to do the same, except for sales of 
assets in the ordinary course of business in an amount less than 10% of the 
Company's net assets (as shown on the Company's balance sheet as of the end 
of its most recently completed fiscal year) in any single transaction or 
series of related transactions;

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   (f) purchase, lease or otherwise acquire any assets, or enter into any 
agreement to do the same, except for the acquisitions of assets in the 
ordinary course of business in an amount less than 10% of the Company's net 
assets (as shown on the Company's balance sheet as of the end of its most 
recently completed fiscal year) in any single transaction or series of 
related transactions;

   (g) borrow money or incur indebtedness or other liabilities or pledge the 
assets of the Company to secure such borrowing, except that if at any time 
the amounts available from the initial capital contributions of $500,000 and 
the lines of credit described in SECTION 3.2 have been expended, the Members 
may, by unanimous consent, make loans to the Company in increments of 
$200,000, with CRCT contributing $120,000 and BV contributing $80,000 per 
increment. If CRCT votes to make such loans and BV votes not to, then CRCT 
may at its option make the entire additional $200,000 loan. If BV votes to 
make such loan and CRCT votes not to, then BV may at its option make the 
entire additional $200,000 loan. If one of the Members, but not both, makes 
the additional $200,000 loan, the Member making the loan shall be entitled to 
interest on such loan at the prime rate of interest in effect from time to 
time as published in the WALL STREET JOURNAL. The principal and interest on 
any such loan(s) shall be payable as provided in SECTION 11(d) hereof. Such 
loan shall be unsecured and nonrecourse as to the other Member(s).

   (h) declare or make any distribution to Members except pursuant to ARTICLE 
XI of this Agreement;

   (i) enter into or agree to enter into any other transaction outside of the 
ordinary course of business of the Company;

   (j) take any other action that would require the consent of all of the 
Members pursuant to this Agreement or the Articles; or

   (k) amend, modify, or alter this Agreement.

  5.5 LIMITATION ON LIABILITY. A Member shall not be liable for any action 
taken as a Member, or any failure to take action as a Member, except to the 
extent that such Member's conduct fails to comply with its obligations under 
this Agreement or the standards set forth in Section 48-240-102 of the Act or 
to the extent that such Member may be liable for wrongful distributions under 
Section 48-237-101 of the Act no later than three years after the 
distribution.

  5.6 COMPENSATION AND REIMBURSEMENT. Except as specifically provided herein, 
no Member nor any affiliate of any Member shall have any right to 
compensation for any services performed on behalf of the Company except the 
following: (a) payments of the Company to CTE under the Contract; (b) 
documented reasonable expenses of officers of CRC and its affiliates, which 
may include travel, meals and lodging expenses, incurred directly in 
connection with the business of the Company, but not wages or compensation; 
(c) reasonable wages and documented reasonable expenses of non-officer 
employees of CRC and its affiliates (including employees in the production 
staff, marketing department, reservations management, giftware purchasing and 
other operating personnel who will hire and train the staff at the Theater) 
incurred while such employees are in Pigeon Forge, Tennessee for a purpose 
directly related to the business of the Company and a proportionate share of 
reasonable wages and documented reasonable expenses for such persons when

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attending trade shows or sales meetings that directly benefit the Company. 
Certain persons may be employees of both the Company or CRCT and CRC or an 
affiliate of CRC if it is cost efficient to do so and such employees' duties 
relate directly to the business of the Company, and in such event such 
employees' wages shall be allocated proportionately to the Company based upon 
the percentage of time that such employees' devote to the business of the 
Company. CRCT shall report to BV in its monthly operating statements the 
rate, amount and purpose of all wages paid and expenses reimbursed pursuant 
to this section. Any wages charged to the Company shall be reasonable and at 
a rate not greater than the rate paid by CRC or its affiliates. CRCT shall 
cause any such employees to account for all time and expenses charged to the 
Company, and such records and receipts shall be provided to BV at its 
request. All professional entertainment staff, as described in the Contract, 
including the producer, director, performers and choreographers of CTE's 
production, shall be the entire financial responsibility of CTE.

  5.7 MANAGERS. The Company shall at all times have at least two officers, 
those being the Chief Manager and the Secretary. The Company may have 
additional officers who shall perform such duties as may be prescribed by the 
Members upon their election. Any other officer elected by the Members need 
not be a Member. The initial Chief Manager of the Company shall be John J. 
Pilger and the initial Secretary of the Company shall be Noreen Pollman. The 
Company, and each of the Members, will use their best efforts to place Mr. 
Ted Burkhart in a suitable position of employment with the Company, if he so 
desires.

  5.8 DUTIES OF THE PERSON HOLDING THE OFFICE OF CHIEF MANAGER. The Chief 
Manager shall have the duty to manage the day-to-day operations of the 
Company and to perform other duties customarily performed by a chief 
executive officer.

  5.9 DUTIES OF THE PERSON HOLDING THE OFFICE OF SECRETARY. The Secretary 
shall have the duty to maintain the records of all proceedings of the Members 
and to perform other duties customarily performed by a secretary.

  5.10 ELECTION OF MANAGERS. All Managers, including the Chief Manager and 
the Secretary, shall be elected by the Members.

  5.11 COMPENSATION OF OFFICERS. No officer, manager, or any Member of the 
Company or any affiliate shall receive any compensation from the Company 
without the prior approval of all Members except as provided herein.

  5.12 REMOVAL AND RESIGNATION OF OFFICERS. The Members may remove any 
officer, including the Chief Manager and the Secretary, with or without 
cause. The Members may eliminate any officer position other than that of the 
Chief Manager and the Secretary. Any officer may resign upon thirty (30) days 
prior written notice to the Members. Upon the death, resignation or removal 
of the Chief Manager, the Members shall immediately vote to appoint another 
Chief Manager. Upon the death, resignation or removal of the Secretary, the 
Members shall immediately vote to appoint a substitute Secretary.

  5.13 NO EXCLUSIVE DUTY; OTHER ACTIVITIES.

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   (a) The Members shall devote such time and attention to the business and 
affairs of the Company as may be necessary for the proper performance of 
their duties and the conduct of the business and affairs of the Company. It 
is recognized that each of the Members is otherwise engaged in commercial and 
business activities which require a substantial part of their time, 
expertise, talent and efforts.

   (b) The Members may engage and hold interests in other business ventures 
of every kind and description for their own account including, but without 
limitation, ventures such as those undertaken by the Company. No Member shall 
incur any liability to the other Member or the Company as a result of 
engaging in any other business or venture. Neither the Company nor either of 
the Members shall have any right, by virtue of this Agreement, in and to any 
of such independent business ventures or the income or profits derived 
therefrom. Notwithstanding the foregoing, during the term of this Agreement, 
neither Member shall compete with the Company, directly or indirectly, within 
Sevier County, Tennessee or any adjoining county. Operation of a restaurant 
or hotel facility (that does not have a show which charges admission) shall 
not be considered to be competing with the Company.

                               ARTICLE VI
                         MEMBERS AND VOTING RIGHTS

  6.1 MEMBERSHIP VOTING POWER. Each Member shall have voting power equal to 
such Member's Percentage Interest. At any meeting of the Members, each Member 
present (in person or by proxy) and entitled to vote shall have a number of 
votes equal to such Member's Percentage Interest. At any meeting of the 
Members at which a quorum is present (in person or by proxy), a majority of 
the Membership voting power present (in person or by proxy) at the time the 
vote is taken is required to take action on a matter unless a vote of greater 
proportion is otherwise required by this Agreement, the Articles or the Act.

  6.2 MEETINGS. Meetings of all Members may be called by the Chief Manager, 
Secretary or any Member by mailing notice to all Members no fewer than ten 
(10) days nor more than two (2) months before the meeting date, stating the 
purpose or purposes of such meeting. Any such meetings shall be held at the 
principal place of business of the Company or such other place as may be 
designated in the notice. When any notice is required to be given to any 
Member, a waiver thereof in writing signed by the person entitled to such 
notice, whether before, at, or after the time stated therein, shall be 
equivalent to the giving of such notice. Attendance by a Member at a meeting 
is a waiver of notice of such meeting, except if the Member objects at the 
beginning of the meeting to the transaction of business because the meeting 
is not lawfully called or convened and does not otherwise participate in the 
consideration of any matter at the meeting. A meeting may take place by 
telephone conference call or any other form of electronic communication 
through which the Members may simultaneously hear each other. Such meeting 
shall be deemed to be held at the principal executive office of the Company 
or at the place properly named in the notice calling the meeting.

  6.3 QUORUM REQUIREMENTS FOR MEETINGS. The Members present (in person or by 
proxy) and holding a majority of the Membership voting power at any meeting 
shall constitute a quorum for the transaction of business. Once a Member is 
represented at any meeting, such Member is

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deemed to be present for the remainder of that meeting and for any 
adjournment. A meeting may be adjourned, and notice of an adjourned meeting 
is not necessary if the date, time and place to which the meeting is 
adjourned are announced at the meeting at which the adjournment is taken.

  6.4 ACTION WITHOUT A MEETING. Action required or permitted to be taken at a 
meeting of the Members may be taken without a meeting if the action is 
evidenced by written consents describing the action taken, signed by all 
Members and delivered to the Secretary of the Company for filing with the 
Company records.

  6.5 ADMISSION OF NEW MEMBERS. No other person shall be made a Member 
without the written approval of all of the Members.

                               ARTICLE VII
                             INDEMNIFICATION

  Except for acts of malfeasance, gross negligence or misrepresentation, the 
Company shall indemnify all Responsible Persons (as that term is defined in 
Section 48-243-101(7) of the Act) to the fullest extent of the Act as now in 
effect or hereafter amended; provided that any indemnification under this 
Article shall be paid only out of and to the extent of Company assets.

                              ARTICLE VIII
                             FISCAL MATTERS

  8.1 BOOKS AND RECORDS. At all times during the existence of the Company, 
CRCT shall keep, or cause to be kept, full and true books of account on a 
fiscal year basis (such fiscal year ending on September 30 of each year) in 
which all transactions of the Company shall be entered fully and accurately, 
using generally accepted accounting principles ("GAAP"), consistently 
applied. As soon as practical after the end of each fiscal year of the 
Company (but in no event later than sixty (60) days after the end of such 
fiscal year), a general accounting and review shall be taken and made by an 
independent accounting firm selected by CRCT, covering the assets, 
properties, liabilities, and net worth of the Company, and its dealings, 
transactions, and operations during the preceding fiscal year, and a copy of 
such accountant's report shall be promptly provided to both Members. Such 
books and records shall contain sufficient. information to permit calculation 
of the amounts distributable to the Members pursuant to this Agreement.

  8.2 RIGHT TO INSPECTION. Each Member shall have the right to examine and 
inspect, at any and all reasonable times, the books, records, and accounts of 
the Company, and the Company shall provide monthly operating statements to 
both Members, which shall show revenues and expenditures of the Company for 
such month within twenty (20) days after the end of such month. BV shall have 
the right to have the books and records audited by an independent certified 
public accountant with the cost of such audit being an expense of BV unless 
such audit reveals appropriate adjustments in excess of $5,000 in BV's favor, 
in which case, CRCT shall be solely responsible for such costs, including 
reasonable travel expenses, or for reimbursing BV therefore. Such books of 
account, together with this Agreement and any amendments hereto, shall at all 
times be maintained

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at the principal office of the Company or CRCT and shall be open to 
reasonable inspection and examination by the Members or their duly authorized 
representatives.

  8.3 REPORTS TO BV. Each of the following reports shall be prepared by CRCT 
at the Company's expense, and shall be delivered to the Members:

   (a) at least thirty (30) days prior to the commencement of each fiscal 
year, an annual operating budget for such fiscal year;

   (b) within forty-five (45) days after the end of each fiscal quarter, an 
operating statement showing revenues and expenditures of the Company for such 
fiscal quarter;

   (c) within one hundred twenty (120) days after the end of each fiscal 
year, an annual report of the activities of the Company, including a balance 
sheet, income statement and a statement of cash flow; and

   (d) within ninety (90) days after the close of the taxable year or period 
of the Company for which such return is prepared, income tax returns for the 
Company and a report indicating each respective Member's share of the net 
profits or losses and capital gains or losses and other items required by 
federal tax law to be separately allocated to each Member, all as defined and 
reflected on said Company income tax return.

  It is a acknowledged and understood that the Company, through CRCT, will be 
sharing certain confidential financial, organizational, and administrative 
records, trade secrets, and other materials pursuant to this SECTION 8.3. 
During the term of this Agreement, each Member agrees to keep all such 
information and materials in the strictest confidence and shall refrain from 
disclosing such information or any portion thereof to any third party except 
to any lender or professional advisor to the Company or either Member.

  8.4 COMMENT PERIOD REGARDING BUDGET. After reviewing the budget provided 
pursuant to SECTION 8.3(a), BV shall have twenty (20) days to provide CRCT 
with any objections or comments to such budget or individual line entries 
which are a part of such budget. CRCT must either revise the budget to 
correspond with BV's objections and comments or provide BV with a written 
response to such objections and comments within five (5) days of CRCT's 
receipt thereof. After providing such response, CRCT may adopt such budget as 
the budget for the Company.

  8.5 FISCAL YEAR. The fiscal year of the Company shall end on September 30 
of each year.

  8.6 TAX STATUS. Solely for purposes of the United States federal income tax 
laws, each of the Members hereby recognizes that the Company will be subject 
to all provisions of Subchapter K of Chapter 1 of Subtitle A of the IRC. 
However, the filing of U.S. Partnership Returns of Income shall not be 
construed to extend the purposes of the Company or expand the obligations of 
liabilities of the Members.

  8.7 ACCOUNTING SERVICES. The selection of an accountant or accounting firm 
for the purposes of preparation of income tax returns, financial statements, 
or similar financial services to

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the Company shall require the mutual agreement of the Members. Until further 
agreement, the Members shall use the services of B.D.O. Seidman.

  8.8 TAX MATTERS MEMBER. CRCT shall be the initial Tax Matters Member 
("TMM"). The TMM shall promptly give notice to all Members of any 
administrative or judicial proceeding pending before the Internal Revenue 
Service involving any Company item and the progress of any such proceeding. 
The TMM shall have all the powers provided to a tax matters partner in 
Sections 6221 through 6233 of the IRC, including the specific power to extend 
the statute of limitations with respect to any matter which is attributable 
to any Company item or affecting any item pending before the Internal Revenue 
Service and to select the forum to litigate any tax issue or liability 
arising from Company items. The TMM may resign its position by giving thirty 
(30) days written notice to all Members, whereupon the Members shall promptly 
vote to designate a new TMM. The Members may, without cause, remove the TMM, 
whereupon the Members shall promptly vote to designate a new TMM. The TMM 
shall be entitled to reimbursement for any and all reason able expenses 
incurred with respect to any administrative and/or judicial proceedings 
affecting the Company.

  8.9 ELECTIONS. All elections required or permitted to be made by the 
Company under any applicable tax laws shall be made by Members as directed by 
the Company's auditors.

                               ARTICLE IX
                    TERMINATION OF MEMBERSHIP INTEREST

  9.1 TERMINATION OF INTEREST. A Member's Membership in the Company shall 
terminate upon the:

   (a) withdrawal of the Member;

   (b) acquisition of the Member's complete Membership Interest by the 
Company;

   (c) assignment of the Member's Governance Rights which leaves the Member 
with no Governance Rights.

   (d) bankruptcy of the Member;

   (e) dissolution of the Member; or

   (f) a merger in which the Company is not the surviving organization.

  9.2 WITHDRAWAL OF A MEMBER. Notwithstanding the foregoing, a Member shall 
not have the right to withdraw from the Company, to assign its Governance 
Rights except as provided in ARTICLE X hereof, to dissolve, or to otherwise 
terminate its Membership Interest by any means, including by declaring or 
allowing itself to be declared bankrupt, other than in the manner provided in 
SECTION 11.4 and 12.2(B) and (D) hereof, though it does have the power under 
the Act to terminate its membership by withdrawing at any time.

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  9.3 GENERAL EFFECT OF TERMINATION OF INTEREST. The termination of a 
Member's interest causes dissolution and termination of the Company unless, 
in cases where the termination is wrongful, the existence and business of the 
Company is continued by the unanimous consent of the remaining Members 
provided that such consent is obtained no later than ninety (90) days after 
the termination of the continued membership. If the termination of a Member's 
interest is not wrongful, the Company shall be dissolved, terminated and 
wound up in accordance with Article XII hereof.

  9.4 EFFECT OF TERMINATION OF MEMBERSHIP ON GOVERNANCE RIGHTS. If for any 
reason the Membership Interest of a Member is terminated, unless such 
termination is wrongful under this Agreement at, then:

   (a) if the business of the Company is continued pursuant to SECTION 12.2, 
the Member whose Membership is terminated loses any and all Governance Rights 
and will be considered merely an assignee of the Financial Rights owned 
before the termination; and

   (b) if the business of the Company is not continued pursuant to SECTION 
12.2, the Member whose Membership terminated retains all Governance Rights 
owned before such termination and may exercise these through the dissolution 
and winding up of the Company.

  9.5 ADDITIONAL EFFECTS IF TERMINATION OF MEMBERSHIP IS WRONGFUL. If a 
Member withdraws in violation of this Agreement, in particular SECTION 9.2 
above, then such withdrawal has the following additional effects:

   (a) The Member who has wrongfully withdrawn forfeits Governance Rights in 
the winding up and termination process or in the continued business.

   (b) The Member who has wrongfully withdrawn is liable to all the other 
Members and to the Company to the extent damaged, including the loss of 
foregone profits, by the wrongful withdrawal.

   (c) In lieu of establishing damages for lost profits, those Members who 
have not wrongfully withdrawn may, by the affirmative vote of all of such 
Members, elect to reduce the value of the interest of the Member who 
wrongfully withdrew by the goodwill and going concern value attributable to 
such interest.

   (d) If the existence and business of the Company is not continued, the 
Member that wrongfully Withdrew is entitled to that Member's distribution 
provided for with respect to dissolution and termination of the Company under 
ARTICLE XII hereof, provided that the Company may offset against such 
distribution the amount of damages caused to the Company, including the loss 
of foregone profits caused by the wrongful withdrawal or, if the Members who 
have not wrongfully withdrawn have made the election contemplated by 
subsection (c) above, the Company may reduce such distribution by the 
goodwill and going concern value attributable to the Member who has 
wrongfully withdrawn.

                                       12
<PAGE>

   (e) If the existence and business of the Company is continued, the Member 
who has wrongfully withdrawn has the right against the Company to have paid 
in cash, at the option of the Company, (i) the value of such Member's 
Membership Interest less any damages caused to the other Members and the 
Company, or (ii) the value of the Membership Interest less good will and 
going concern value. The value of such Member's Membership Interest shall be 
an amount equal to the fair market value of the Company multiplied by the 
withdrawing Member's Percentage Interest, and such amount shall be paid to 
the withdrawing Member in equal quarterly installments over a period of three 
(3) years. The portion of such price remaining unpaid shall accrue interest 
at the prime rate published in THE WALL STREET JOURNAL. Interest accrued 
since the previous payment date shall be paid with each quarterly installment 
payment.

                                 ARTICLE X
                     ASSIGNMENT OF MEMBERSHIP INTEREST

  10.1 RESTRICTIONS ON ASSIGNMENT. No Member shall assign its Membership 
Interest, Financial Rights, or Governance Rights except as expressly 
permitted in this Article.

  10.2 DEFINITION OF "ASSIGNMENT". For purposes of this Article, the words 
"assign" or "assignment" shall include any transfer, alienation, sale, 
assignment, pledge or other encumbrance or other disposition of a Membership 
Interest, Financial Rights, or Governance Rights, whether voluntarily or by 
operation of law.

  10.3 PERMITTED ASSIGNMENTS. The following assignments are permitted under 
this Article: (a) any Member may transfer all or any part of its Membership 
Interest in the Company to or for the benefit of the other Member of the 
Company, (b) CRCT may convey all or a portion of its interest to Casino 
Resource Corporation or any entity that acquires a majority of the stock or 
substantially all of the assets of Casino Resource Corporation or any entity 
controlled by either of the foregoing or (c) BV may transfer all or any 
portion of its Membership Interest to any of the Members of BV, any family 
member of J. MacDonald Burkhart, to his personal representative, to a trust 
created by him, or to any entity which he controls directly or indirectly. BV 
may also pledge its interest as collateral or security for a loan. A 
conveyance of a portion of CRCT's Membership Interest pursuant to this 
SECTION 10.3(B) above may be for any purpose, including, but not limited to, 
the creation of an additional member of the Company immediately prior to an 
acquisition by CRCT of the Membership Interest of BV or the wrongful 
termination of the Membership Interest of BV pursuant to ARTICLE IX hereof in 
order to preserve any tax or organizational benefits belonging to the Company 
and its members. Transfers permitted under this SECTION 10.3 are subject to 
the requirement that such transferee signs this Agreement and agrees to be 
bound by the terms hereof.

  10.4 OTHER TRANSFERS - RIGHT OF FIRST REFUSAL. Except as provided in 
SECTION 10.3 above, in the event that a Member desires to assign, directly or 
indirectly (during life or at death), any of its Membership Interest, whether 
now owned or hereafter acquired, the transferring Member must first offer to 
sell the Membership Interest involved to the other Member in accordance with 
the following provisions:

                                       13
<PAGE>

   (a) RIGHT OF FIRST REFUSAL. The transferring Member shall first offer to 
sell the Membership interest to the other Member for an amount stated in the 
offer to sell, and the other Member shall have the right to accept such offer 
under the terms provided in this section. The right to accept such offer, 
which shall constitute the right of first refusal referenced in this section, 
shall be exercisable at any time prior to the expiration of thirty (30) days 
following the receipt of the offer and the purchase price shall be paid 
either in cash at the closing or in quarterly installment payments as 
provided below.

   (b) MANNER OF EXERCISE OF RIGHT OF FIRST REFUSAL. The right of first 
refusal described in this SECTION 10.5 shall be exercised by mailing by 
certified mail written acceptance by the purchaser of the offer to the 
transferring Member within the particular period involved.

   (c) PAYMENT OF PURCHASE PRICE. Unless the Members agree otherwise, payment 
shall be made in twelve (12) equal, successive quarterly installments 
containing principal and interest on the unpaid balance computed at a rate 
equal to the Applicable Federal Rate with respect to such installment 
obligation under Section 1274(d) of the IRC at the time the right of first 
refusal is exercised, said indebtedness to be evidenced by a promissory note 
signed by the purchaser and secured by either a mortgage or deed of trust 
lien on all of the Company's real property (except where the creation of such 
lien or mortgage would result in the acceleration of Company indebtedness 
secured by prior mortgages or deeds of trust on such properties) or by a lien 
on all of the Membership Interests in the Company owned by the purchasing 
Member, as the case may be. The purchaser shall have the right to prepay the 
whole or any part of the amount that it owes to the transferring Member at 
any time or times, and no penalty for the early payment will be imposed.

   (d) CLOSING. The purchase of any Membership interest pursuant to the 
exercise of the right of first refusal described in this SECTION 10.4 shall 
be closed within thirty (30) days after expiration of the 30 day period 
described in SECTIONS 1O.4(A) above.

   (e) PERMITTED TRANSFERS IF RIGHT FIRST REFUSAL NOT EXERCISED. In the event 
the non-transferring Member elects not to purchase the Membership Interest 
offered by the transferring Member, then the transferring Member may transfer 
the Membership interest to such transferees and on such terms as he or she 
sees fit; provided that the transfer must be made only at a price and on 
terms which are not more favorable to the transferee than the price and terms 
at which the Membership Interest was offered to the non-transferring Member. 
The transfer shall constitute only an assignment of the transferring Member's 
Financial Rights in the Company unless: (i) the admission of the transferee 
as a Member is approved by the other Member; and (ii) the transferee signs 
this Agreement and agrees to be bound by the terms hereof.

  10.5 VALUATION OF PROPERTIES. When it is necessary under this Article to 
determine the fair market value of any properties in which the Company has an 
interest, whether directly or indirectly, the provisions of this Section 
shall be controlling. In the event the parties are unable to agree upon the 
fair market values of such properties, such values shall be as determined by 
a competent appraiser mutually selected by the Members. The appraised value 
so determined shall be deemed to be the fair market value of the properties 
in question. All costs incurred shall be treated as an expense of the Company 
and shall be borne by the Members according to their respective Percentage 
Interests.


                                       14
<PAGE>

                                   ARTICLE XI
                            DISTRIBUTION OF CASH FLOW;
                    RIGHT OF MEMBERS TO TERMINATE ON FAILURE OF
                         COMPANY TO PAY CERTAIN AMOUNTS

  11.1 DISTRIBUTION OF CASH FLOW. Subject to the payment of the expenses of 
the Company, including payments to CTE under the Contract and to the Lessor 
under the Lease, and retention of any amount of cash operating reserves which 
CRCT reasonably deems necessary to be retained for tie benefit of the 
Company, all cash flow from the operations of the Company shall be allocated 
and paid to the Members in the following order of priority:

   (a) REPAYMENT OF LINE OF CREDIT OBLIGATIONS. To reduce the principal 
amount of the lines of credit described in SECTION 3.2(B) above, unless CRCT 
determines that such reduction is rot in the best interests of the Company.

   (b) PAYMENT OF INTEREST ON INITIAL CAPITAL CONTRIBUTIONS. To each of the 
Members, interest on their initial capital contributions made under SECTION 
3.2(A) above, accruing from the date of this Agreement, at the prime rate of 
interest in effect from time to time as published in the WALL STREET JOURNAL, 
payable quarterly, in arrears. If cash flow is not available to the Company 
to make a payment or payments in accordance with the above schedule, such 
unpaid amounts shall be paid as funds become available and prior to the 
payment of items subsequently listed in this SECTION 11.1.

   (c) RETURN OF INITIAL CAPITAL CONTRIBUTIONS. To each of the Members, their 
initial capital contributions made under SECTION 3.2(A) above.

   (d) REPAYMENT OF LOANS UNDER SECTION 5.4(G). To pay accrued interest and 
principal due under any loans made to the Company by a Member or Members 
pursuant to SECTION 5.4(G) above.

   (e) DISTRIBUTION OF REMAINDER TO MEMBERS. To the Members in proportion to 
their Percentage Interests; provided, however, that any rent received by BV 
under the Lease which is in excess of $30,000 per month shall be deemed to be 
a distribution of cash flow under this Agreement (except for purposes of 
Section 11.2 hereof) and any distributions to the Members under this Section 
11.1(e) shall be adjusted to reflect the treatment of such rent payments as 
distributions of cash flow.

  In any event, and notwithstanding any other provision of this Article to 
the contrary, the Company shall distribute cash to each Member in an amount 
equal to such Member's distributive share of the Company's taxable income (as 
shown on IRS Form 1065) multiplied by the highest federal income tax rate 
applicable to such income as received by the Company or any of the Members. 
For example, if BV's distributive share of the Company's taxable income for 
1997 is $40,000.00, and the highest federal income tax rate is 39.6% (35% for 
CRCT and 39.6% for the owners of BV), then the Company shall distribute 
$15,840 to BV (40,000 x 39.6 % = $15,840). Such amount shall be payable on or 
before March 15 of each year based on the income for the preceding fiscal 
year.

                                       15
<PAGE>

  11.2 RIGHT OF BV TO TERMINATE.

   (a) Notwithstanding any provision herein to the contrary, BV shall have 
the option, in its sole discretion, to terminate the Company upon written 
notice to CRCT, between January 15, 1999 and January 25, 1999, if the 
distributions of cash flow with respect to the period ending December 31, 
1998 have not resulted in BV receiving the following on or before January 15, 
1999: (i) return of $100,000 of BV's initial capital contribution of $200,000 
together with all accrued interest on BV's entire initial capital 
contribution, (ii) full and final payment of the principal amount and all 
accrued interest on BV's line of credit described in SECTION 3.2(B) and 
termination thereof, and (iii) payment of all rent due through such date 
under the Lease.

   (b) Notwithstanding any provision herein to the contrary, BV shall have 
the option, in its sole discretion, to terminate the Company upon written 
notice to CRCT, between January 15, 2000 and January 25, 2000, if the 
distributions of cash flow with respect to the period ending December 31, 
1999 have not resulted in BV receiving the following on or before January 15, 
2000: (i) return of the remaining $100,000 of BV's initial $200,000 capital 
contribution together with all accrued interest thereon, (ii) payment of all 
rent due through such date under the Lease, and (iii) the amount of $540,000 
through distributions under SECTION 11.1(E) above.

   (c) BV shall have the option, in its sole discretion, to terminate the 
Company upon written notice to CRCT, between the January 15 and January 25 
that follows the end of the initial five year term of the Company or the end 
of any Renewal Term (as defined in SECTION 12.1 below), if it has not 
received all rent due during such Renewal Term under the Lease (regardless of 
whether such rent is deemed to be a distribution of cash flow for purposes of 
SECTION 11.1(E) above), and, in addition to such rent payments, BV has not 
received distributions of cash flow under SECTIONS 11.1(E) above in the 
amounts set forth below for the term or Renewal Term specified:

   YEAR                             DISTRIBUTION

   1/1/2000 through 12/31/2001      $480,000
   1/1/2002 through 12/31/2003      $960,000
   1/1/2004 through 12/31/2005      $1,440,000
   1/1/2006 through 12/31/2007      $1,920,000
   1/1/2008 through 12/31/2009      $2,400,000

  All distributions of cash flow with respect to any period ending on a
  December 31 shall be made no later than the following January 15.

   (d) If BV does not terminate the Company pursuant to and during the time 
periods allowed by either SECTIONS 11.2(A), (B) OR (C) above, then such right 
to terminate shall lapse and the Company shall continue in existence until 
BV's next option to terminate or until the expiration of, in the case of BV's 
right to terminate under SECTIONS 11.2(A) AND (B), its initial five year term 
as set forth in SECTION 12.1 below, or, in the case of BV's right to 
terminate under SECTION 11.2(C), until expiration of the applicable Renewal 
Term.

                                       16
<PAGE>

   (e) Notwithstanding any other provision herein to the contrary, either 
Member shall have the option, in its sole discretion, to terminate the 
Company in the event the other Member breaches its obligations hereunder and 
such breach is not cured within thirty (30) days after written notice of such 
breach is given to the breaching Member.

  11.3 RIGHT OF CRCT TO TERMINATE.

   (a) Subject to SECTION 11.3(B) below, CRCT shall have the option, in its 
sole discretion, to terminate the Company upon one hundred eighty (180) days 
written notice, given prior to the expiration of the initial five year term, 
or upon ninety (90) days written notice given prior to the expiration of any 
Renewal Term. If CRCT does not terminate the Company pursuant to and during 
the time periods allowed by this SECTION 11.3(A), then such right to 
terminate shall lapse and the Company shall continue in existence until 
expiration of the succeeding Renewal Term.

   (b) Notwithstanding, the provisions of SECTION 11.3(A) above, upon the end 
of the initial five year term, CRCT shall be obligated, at the option of BV, 
to extend the term of the Company for an additional three year period, and to 
renew the term of the Lease for such three year period, which extension the 
lessor shall agree to under the Lease, on the condition that BV's Percentage 
Interest shall decrease from 40% to 33.33% effective as of the first day of 
such three year period. If the term of the Company is extended under this 
SECTION 11.3(b), BV shall not have the right to terminate the Company as 
provided in Section 11.2(c), but instead shall have the right to terminate 
the Company only upon the end of any of the Renewal Terms set forth below, or 
for thirty days thereafter, and only if it has not received all rent due 
during such Renewal Term under the Lease (regardless of whether such rent is 
deemed to be a distribution of cash flow for purposes of SECTION 11.1(E) 
above) and, in addition to such rent payments, has not received distributions 
of cash flow under SECTION 11.1(E) above in the amounts set forth below for 
the Renewal Terms specified:

   YEAR                            DISTRIBUTION

  1/1/2004 through 12/31/2005      $1,040,000
  1/l/2006 through 12/31/2007      $1,440,000
  1/l/2008 through 12/31/2009      $1,840,000

                                ARTICLE XII
                        TERM, TERMINATION, WINDING UP

  12.1 TERM. The initial term of the Company shall be a period of five (5) 
years, beginning March 1, 1997. Provided that the Lease and the Contract 
shall remain in effect throughout such time and subject to the rights of the 
parties to terminate the Company under SECTIONS 11.2 and 11.3 above, either 
Member shall have the option to extend the term of the Company for four (4) 
consecutive two (2) year periods (each a "Renewal Term"), beginning with the 
expiration date of the initial term. Such renewal option(s) may be exercised 
by written notice from one Member to the other Member not less than one 
hundred eighty (180) days prior to the expiration of the preceding term.

                                       17
<PAGE>

  12.2 EVENTS CAUSING DISSOLUTION. The Company shall be dissolved and its 
affairs wound up upon:

   (a) any event that terminates the continued membership of any Member 
(unless the remaining Member continues the Company as provided in SECTION 
9.3);

   (b) an election to dissolve the Company made in writing by all Members;

   (c) the bulk sale, exchange, or other disposition of all or substantially 
all of the assets of the Company and the distribution of the net proceeds 
therefrom;

   (d) the election of either Member to terminate the Company pursuant to 
SECTION 11.2 OR 11.3 hereof;

   (e) the termination of the Lease;

   (f) the termination of the Contract; or

   (g) as may be otherwise provided by law.

  12.3 PROCEDURE UPON THE OCCURRENCE OF AN EVENT OF DISSOLUTION. Upon the 
occurrence of an event of dissolution as set forth in SECTION 12.2, the 
provisions of SECTION 12.4 hereof shall apply. Such consent must be obtained 
no later than thirty (30) days after the occurrence of the event of 
dissolution.

  12.4 WINDING UP AFFAIRS UPON DISSOLUTION. Upon a termination of the 
Company, the remaining Member(s) shall promptly wind up the business and 
affairs of the Company. The assets of the Company shall be applied as follows:

   (a) To the setting up of any reserves which the Members deem reasonable 
for any contingent or unforeseen liabilities or obligations of the Company 
arising out of or in connection with the conduct of the Company's business or 
the termination thereof. Any such reserves may be paid over to a bank or to 
an attorney at law as escrow agent, to be held for the purposes of disbursing 
such reserves in payment of the aforementioned contingencies and, at the 
expiration of such period as shall have been deemed advisable, to distribute 
the balance thereof in the manner provided in this Section;

   (b) To the repayment of Company obligations as provided in ARTICLE XI 
hereof;

   (c) To the repayment of the Members' capital accounts.

   (d) The remainder shall be distributed based upon each Member's Percentage 
Interest.

                                       18
<PAGE>

   (e) In the event the assets of the Company are insufficient upon 
termination to return to the members all or any part of their respective 
capital contributions, neither Member shall have any claim or recourse 
against the other Member, except for losses caused by the intentional or 
negligent actions or the bad faith of such Member.

  12.5 TERMINATION. When a winding up of the Company is required, a 
reasonable time, but not to exceed two (2) months, shall be allowed for the 
orderly liquidation of such of the assets of the Company as are to be 
liquidated and the discharge of all liabilities to its creditors, all so as 
to enable the Company to minimize any losses attendant upon liquidation. The 
Company shall be terminated when its affairs have been wound up and the 
distribution of its assets has been completed.

  12.6 LIQUIDATION STATEMENT. Each of the Members shall be furnished with a 
statement which shall set forth the assets and liabilities of the Company as 
of the date of complete liquidation an in the manner in which the assets of 
the Company are to be or have been distributed.

  12.7 VALUATION OF PROPERTIES. In the event of a liquidating distribution of 
any of the Company's property in kind, the fair market value of such Property 
shall be determined by an independent appraiser, approved by the Members, 
engaged in appraisal work in the immediate vicinity of the Property, selected 
by the Members, and each Member shall receive an undivided interest in such 
assets or assets of the Company, as determined by agreement of the Members, 
equal in value to the portion of the proceeds to which it would be entitled 
if such asset or assets were sold or otherwise converted to cash at such 
appraisal price and the cash were then distributed.

  12.8 WAIVER OF RIGHT TO PARTITION. As a material inducement to each Member 
to execute this Agreement, each Member covenants and represents to each other 
Member that, during the existence of the Company, no Member, nor his heirs, 
representatives, successors, transferees or assigns, shall attempt to make 
any partition of any Company assets, whether now owned or hereafter acquired, 
and each Member waives all rights of partition provided by statute or 
principles of law or equity, including partition in kind or partition by sale.

  12.9 CERTAIN PROHIBITIONS. BV agrees not to (a) during the term hereof or 
for one year thereafter, produce at the theater, either directly or 
indirectly, or rent the theater to any person or entity producing a country 
and western music variety show which uses the word "Country" in its name or 
in any trade name or trademark; (b) during the term hereof or for one year 
thereafter, hire any person who was an employee of the Company, CRCT, CTE or 
any affiliated entity within the one-year period prior to the termination of 
the Company; or (c) at any time, violate any copyright, trademark or common 
law intellectual property rights of CRCT, CTE or any affiliated entity.

                                ARTICLE XIII
                                MISCELLANEOUS

                                       19
<PAGE>

  13.1 NOTICES. The address for each Member for all purposes shall be the 
address set forth on the signature page to this Agreement, or such other 
address of which the Company and other Members shall have received written 
notice. Any notice, demand or request required or permitted to be given shall 
be considered made when personally delivered or when deposited, postage 
prepaid, by certified mail or registered mail, return receipt requested, to 
such Member at such address or sent by facsimile transmission to such Member 
at such address. If any notice is sent by facsimile transmission, a copy of 
such notice shall also be mailed. Copies of any notices required or permitted 
hereunder shall also be sent to the following addresses:

  If to the Lessor:    Timothy M. McLemore, Esq.
                       Gentry, Tipton, Kizer & McLemore, P.C. 
                       800 S. Gay Street, Suite 2610
                       P.O. Box 1990
                       Knoxville, Tennessee 37901
                       Telecopy Number: 423-523-7315


  If to the Lessee:    G. Mark Mamantov, Esq.
                       Bass, Berry & Sims PLC
                       900 S. Gay Street, Suite 1700
                       P.O. Box 1509
                       Knoxville, Tennessee 37901-1509
                       Telecopy Number: 423-521-6234

  13.2 INTEGRATION. This Agreement embodies the entire agreement and 
understanding among the Members and supersedes all prior agreements and 
understandings, if any, among and between the members relating to the subject 
matter hereof.

  13.3 APPLICABLE LAW. This Agreement and the rights of the Members shall be 
governed by and construed and enforced in accordance with the laws of the 
State of Tennessee.

  13.4 SEVERABILITY. In case any one or more of the provisions contained in 
this Agreement or any application thereof shall be invalid, illegal or 
unenforceable in any respect, the validity, legality and enforceability of 
the remaining provisions contained herein and any other application thereof 
shall i lot in any way be affected or impaired thereby.

  13.5 BINDING EFFECT. Except as herein otherwise provided to the contrary, 
this Agreement shall be binding upon, and inure to the benefit of, the 
Members and their respective heirs, executors, administrators, successors, 
transferees and assigns.

  13.6 LITIGATION COSTS. The Members agree that in the event of litigation 
between them with respect to any alleged breach of this Agreement, the 
prevailing party shall be entitled to recover its costs of such litigation, 
including reasonable attorneys' fees, in addition to any damages for such 
breach.

                                       20
<PAGE>

  13.7 ARBITRATION. The Members agree that any dispute between them arising 
under or with respect to this Agreement shall be settled, if possible, by 
mutual consultation and negotiation within thirty (30) days after written 
notice of such dispute or claim has been given by the complaining Member to 
the other Member. Should the Members fail to resolve the dispute within such 
period of time, they hereby agree to submit the matter for arbitration in 
Knoxville, Tennessee, under the then prevailing rules of the American 
Arbitration Association, before a panel of three arbitrators, one appointed 
by each Member, and the third appointed by the American Arbitration 
Association. The decision or award of a majority of the arbitrators shall be 
final and binding upon the parties, and may be entered as a judgment or order 
in any court of competent jurisdiction.

  13.8 SPECIFIC PERFORMANCE. Notwithstanding any provision herein to the 
contrary, either Member may be irreparably damaged if this Agreement is not 
specifically performed. Therefore, if any dispute should arise concerning the 
obligations of a party to this Agreement, an injunction may be issued 
restraining such action that is in contravention of this Agreement pending 
the termination a of such controversy, and the obligations of any party shall 
be enforceable in a court of equity by a decree of specific performance; 
provided, however, such remedy shall be cumulative and not exclusive and 
shall be in addition to any other remedy which the Members may have.

  13.9 TERMINOLOGY. As the context may require, all personal pronouns used in 
this Agreement, whether used in the masculine, feminine, or neuter gender, 
shall include all other genders, and the singular shall include the plural, 
as appropriate. Titles of Articles and Sections are for convenience only and 
neither limit nor amplify the provisions of this Agreement itself.

  13.10 COUNTERPARTS.  This Agreement may be executed in multiple 
counterparts, each of which shall be deemed an original agreement, and all of 
which shall constitute but one agreement. Any Member may record a memorandum 
of agreement of this Agreement and each Member agrees to sign a memorandum of 
agreement evidencing this Agreement.

  13.11 AMENDMENT. This Agreement may be amended, modified or supplemented 
only by a writing execited by all Members.

  IN WITNESS WHEREOF, this Agreement is executed effective as of the date 
first set forth above.

                                       CRC OF TENNESSEE, INC.,
                                       A TENNESSEE CORPORATION

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

                                       ADDRESS:

                                       21
<PAGE>

                                       1719 Beach Blvd., Suite 306
                                       Biloxi, Mississippi 39531-5396 
                                       (Telecopy number: 601/374-5935)




                                       BURKHART VENTURES, LLC.,
                                       A TENNESSEE LIMITED LIABILITY COMPANY

                                       By:    /s/ J. MACDONALD BURKHART
                                           -----------------------------------
                                       Its:   CHIEF MANAGER
                                           -----------------------------------

                                       ADDRESS:

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



                                       22

<PAGE>

                                    EXHIBIT 1


                                 LEASE AGREEMENT

<PAGE>

                                 LEASE AGREEMENT

  THIS LEASE AGREEMENT entered into this 24th day of September, 1996, 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

<PAGE>

  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 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

                                       2

<PAGE>

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 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.

                                       3

<PAGE>

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

                                       4

<PAGE>


($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 
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 liabibility 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

                                       5

<PAGE>

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.

  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

                                       6

<PAGE>

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 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 damaged 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

                                       7

<PAGE>

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 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).

                                       8

<PAGE>

  11. SIGNS: Lessor consents to Lessee's use of the stone sign aid 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:

      (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.

                                       9

<PAGE>

        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. ASSIGNMENT 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 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, togethr with reasonably sufficient tour 
bus spaces. Lessee agree 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

                                       10

<PAGE>

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 ther eon at the prime rate published in the WALL STREET JOURNAL 
(the "Prime Rate"), from the rents payable hereunder.

  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"). Durinc 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

                                      11

<PAGE>


PARAGRAPH 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 eitier 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 proceeding 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 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.

                                       12

<PAGE>

  (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.

  (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:

                                       13

<PAGE>

  (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.

  (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,

                                       14

<PAGE>

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
                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

                                       15


<PAGE>

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 attorr 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 last 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 Lessoi 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 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.


                                       16


<PAGE>


  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.

  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

                                       17


<PAGE>

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 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.


                                       18


<PAGE>


  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 no 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.

                                       LESSOR:
                    
                                       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


                                       19


<PAGE>



                                       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


                                       20


<PAGE>


STATE OF TENNESSEE
COUNTY OF KNOX

  Personally appeared before me, Notary Public of said County, J. MacDONALD 
BURKHART, M.D., the within named bargainor, 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  day of   , 1996.


                                              ------------------------------
                                                  Notary Public


My Commission Expires:
                      ---------------

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) COURTRY 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 Commission 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 Tennessee. CRC hereby submits to the jurisdiction and venue


                                       


<PAGE>

    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 24 day 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 bargainor, 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
                        ----------------------




<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.


                                      


<PAGE>
                                  EXHIBIT A-1



                          Diagram of Property Boundary


<PAGE>

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 #78O, 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:

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



                                       


<PAGE>

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 nonexclusive easement North 65 deg. 12 min. 05 sec. East 
20.00 feet, more or less, to a point; thence leaving the rigbt-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 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


                                       


<PAGE>


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 
non-exclusive 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 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


                                       


<PAGE>

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.


                                       

<PAGE>

                                     EXHIBIT A-2


                             Diagram of Property Boundary


<PAGE>


                                      EXHIBIT B

                       Furniture, equipment, and fixtures



<PAGE>
<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------
 TAKEN BY: Brad Hinchey                       TITLE Con. Manager
 DEPARTMENT: Concessions                      DATE: 2-26-96
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Popcorn Popper            Serial #               1
                           EP-1412781A
--------------------------------------------------------------------------------------------
 Popcorn Popper            Serial #               1
                           EP-1412768A
--------------------------------------------------------------------------------------------
 Popcorn Warmer            Serial #               1
                           CW-3265
--------------------------------------------------------------------------------------------
 TEC Cash Register         Serial #               1
                           5D201659
--------------------------------------------------------------------------------------------
 TEC Cash Register         Serial #               1
                           5D201700
--------------------------------------------------------------------------------------------
 TEC Cash Register         Serial #               1
                           5D201645
--------------------------------------------------------------------------------------------
 TEC Cash Register         Serial #               1
                           5H200668
--------------------------------------------------------------------------------------------
 TEC Cash Register         Serial #               1
                           4S200153
--------------------------------------------------------------------------------------------
 Pretzel Cooker            Serial #               1
                           PWH-00271
--------------------------------------------------------------------------------------------
 Prestzel Cooker           Serial #               1
                           PWH-00287
--------------------------------------------------------------------------------------------
 Hot Dog Cooker            Serial #               1
                           9505010389
--------------------------------------------------------------------------------------------
 Hot Dog Cooker            Serial #               1
                           9505010390
--------------------------------------------------------------------------------------------
 Microwave                 Serial #               1
                           139972
--------------------------------------------------------------------------------------------
 Cookie Oven               Serial #               1
                           3915
--------------------------------------------------------------------------------------------
 Bread Warmer              Serial #               1
                           45903654
--------------------------------------------------------------------------------------------
 Bread Warmer              Serial #               1
                           45903655
--------------------------------------------------------------------------------------------
 Standing Freezer          Serial #               1
                           951070088
--------------------------------------------------------------------------------------------
 Standing Freezer          Serial #               1
                           951070488
--------------------------------------------------------------------------------------------
 3-Tub Sink                Serial #               1
                           94-3-54
--------------------------------------------------------------------------------------------
 Prep Table                Stainless Steel        1
--------------------------------------------------------------------------------------------
 Shelves                   Shelving Units         7             Steel
                                                                Shelves 
--------------------------------------------------------------------------------------------
 Tables                    Concession Area        15
--------------------------------------------------------------------------------------------
 ???                       Steam-Brown            4
                           ???
--------------------------------------------------------------------------------------------
 Small Chopper             Onion Chopper          1
--------------------------------------------------------------------------------------------
 Bun ???                   Coffee maker           1
--------------------------------------------------------------------------------------------
 ??? Cholate               Choc-o-jet             1
                           Maker
--------------------------------------------------------------------------------------------
 Cappaccino Maker          ???/Cappaccino         1
--------------------------------------------------------------------------------------------
 Coca Cola Clock           Quartz Pewndulum       1
--------------------------------------------------------------------------------------------
*NOTE: Most of the items listed herein are served by vendors (i.e. Cola) 

<PAGE>
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 TAKEN BY: Ted Burkhart                       TITLE 
 DEPARTMENT: Concessions                      DATE: 
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Desk                      ??? 90 degree          1
--------------------------------------------------------------------------------------------
 Computer                  Monitor                1 #14516
                           Harddrive              1 #BCS1066
                           Keyboard               1 
                                                  #59522202931
--------------------------------------------------------------------------------------------
 Chair                     APC ???                1
                           Roll-maroon            1
                           gray-desk
--------------------------------------------------------------------------------------------
 Calculator                Sharp                  1
                           EL-71926
--------------------------------------------------------------------------------------------
 ATT Phone                 MLS-18D                1
--------------------------------------------------------------------------------------------
 Refrigerator              1 Coke Cola            1
                           sld door (glass)
--------------------------------------------------------------------------------------------
 Self Serve System         64 nit. stack          1
                           sugar-creamer
                           stirs & ***
--------------------------------------------------------------------------------------------
 Rack                      Potato Chip            2
--------------------------------------------------------------------------------------------
 Dispenser                 Stainless-             1
 Mustard Catsup            3 center onion-
                           pepper-relish
--------------------------------------------------------------------------------------------
 ???                       Audio Central          S/N 3050      1
                           ???
--------------------------------------------------------------------------------------------
 ???                       ??? DN514                            2
--------------------------------------------------------------------------------------------
 Composer                  Audio                  Module        5
                           Interactive            MDX 2100
                           Dynamics ???
--------------------------------------------------------------------------------------------
 ??? Equalizer             YDC 2006                             2
                           Yamaha
--------------------------------------------------------------------------------------------
 Sonic Maximizer           BBE-862                              2

<PAGE>
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Clock                     Spartus                              1
                           Battery/plug
--------------------------------------------------------------------------------------------
 Chairs                    High/gray ???                        3
--------------------------------------------------------------------------------------------
                                                5280 - Wearer
                                               Metal Scoops - 4 
<PAGE>
--------------------------------------------------------------------------------------------
 TAKEN BY: Joy Presley                       TITLE:
 DEPARTMENT: Mail Center/???                 DATE:
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 1                         UPS Scale
--------------------------------------------------------------------------------------------
 1                         Tom ???
                           T1-5022 
                           Calculator
--------------------------------------------------------------------------------------------
 1                         8510 Postage 
                           Weight Machine
--------------------------------------------------------------------------------------------
 1                         Neopost mail meter
--------------------------------------------------------------------------------------------
 1                         mail box system
--------------------------------------------------------------------------------------------
 1                         letter tray
--------------------------------------------------------------------------------------------
 1                         postage meter 
                           carrier
--------------------------------------------------------------------------------------------
 wood/??? chairs           maroon chairs w/       7             maroon/              2
                           pattern, wheels                      wood        office 
                                                                            door
--------------------------------------------------------------------------------------------
 desk chairs               swivel maroon and      3
                           gray, adjustable
--------------------------------------------------------------------------------------------
 cabinet                   4 drawer file          1
                           cabinet 
--------------------------------------------------------------------------------------------
 ???                       white ??? 5' tall      1   
                           w/paper
--------------------------------------------------------------------------------------------
 pc                        486, monitor, ???      1             #J9509?234  #RCS1064-
                           printer, keyboard,                               harddrive
                           APC 280 hookup                                   #USFB168196-
                                                                            
--------------------------------------------------------------------------------------------
 Desk/wall                 Wood (maroon)          1
 system                    desk/credenza 
                           w/shelves
--------------------------------------------------------------------------------------------
 Side table                table for ??? (used    1
                           ok'd printer)
--------------------------------------------------------------------------------------------
 ???                       ???                    1
--------------------------------------------------------------------------------------------
 PC                        monitor-               1             ???
                           keyboard-              1             ???
                           harddrive              1             ???
                           APC280                 1             ???
                           Printer                1             ??? 
--------------------------------------------------------------------------------------------
<PAGE>

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 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Equalizer                 sraphic klark          2
                           teknik dh360
--------------------------------------------------------------------------------------------
 Remote                    Controller             1
 Lexicon                   HRC HiDi 
                           Remote 1838/
--------------------------------------------------------------------------------------------
 Receiver                  Constream              1
 Audio                     DR200 Digital
--------------------------------------------------------------------------------------------
 Casset                    JVCTDW217              1
 Deck                      Double
--------------------------------------------------------------------------------------------
 Furman                    Power                  2
 PL8                       Conditioners, 
                           Light Module
--------------------------------------------------------------------------------------------
 PROCO                     PM 148                 3
--------------------------------------------------------------------------------------------
 Auto                      JVCXLF108              1
 Changer                   Compact Disc
--------------------------------------------------------------------------------------------
 Converter                 A7-Hi Density          2
 Sony                      Linear A/B B/A
--------------------------------------------------------------------------------------------
 Pro Audio                 Alesis Adat            2
 Receiver                  8 Tract
--------------------------------------------------------------------------------------------
 Remote                    Alesis-BRC             1
 Control                   ADAT Hasters
--------------------------------------------------------------------------------------------
 Furman                    Conditioner AC 
 Power                     Line Reg
--------------------------------------------------------------------------------------------
 Furman Power              Model RA 117           1
--------------------------------------------------------------------------------------------
                           Hi-Current             1
                           Linear Power 
                           Supply JBL
                           SSG1
--------------------------------------------------------------------------------------------

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 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
                           Sound Craft            1             (w/one
                           Vienna II                            power
                                                                supply)
--------------------------------------------------------------------------------------------
                           Avolites               1
                           Diamond II 
--------------------------------------------------------------------------------------------
 Fusinon                   Robotics for           3
 EPT-SE                    Camera 
 10D 
--------------------------------------------------------------------------------------------
 Cameras                   JVC - 3CCD KY          3
                           27B 
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE     OF                                      $
                    ---   ---
--------------------------------------------------------------------------------------------
                  Yammaha Professional multi effect processor SPX990 (4)
                      Lexicon LXP-15II Digital effects processor (1) 
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 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           YELLOW WET flax        1
--------------------------------------------------------------------------------------------
 red/black                 shop vac 1.25 h.p.     1
--------------------------------------------------------------------------------------------
                           white hand towels      20
--------------------------------------------------------------------------------------------
 blue/red                  Ryobi model IDZ21R     1 
                           SS 95332
--------------------------------------------------------------------------------------------
                           Emergency lint system  1
                           Quantum Powered
--------------------------------------------------------------------------------------------
                           Safco-Red Dolly        1
--------------------------------------------------------------------------------------------
                           Dust scop black        1
--------------------------------------------------------------------------------------------
                           Philips reflector      1 case 300
                           light sign     
--------------------------------------------------------------------------------------------
                           philips-fluorescent    2 cases
                           long bulbs
--------------------------------------------------------------------------------------------
 150 watts                 hako-reflector         8 bulbs
                           lamps  
--------------------------------------------------------------------------------------------
 88009                     sylvania               6 bulbs
                           reflector lights  
--------------------------------------------------------------------------------------------
 25 watt                   hako                   8 bulbs
                           incandescent 
                           lamps
--------------------------------------------------------------------------------------------
                           sylvania par lamps     1 bulb
--------------------------------------------------------------------------------------------
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           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           chiller juice          3 4 liter    1 20 lter
                           molecular fluid                     water base 
                                                               hass fluid
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE     OF                                                     $ 
                    ---    ---
--------------------------------------------------------------------------------------------
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                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT STAGE CLOSET                     DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           concrete stone         5 cans
--------------------------------------------------------------------------------------------
                           floor lamp             1
                           adjustable neck 
                           yellow  
--------------------------------------------------------------------------------------------
                           11 gallon air          1
                           compressor 
--------------------------------------------------------------------------------------------
                           tornado-buffer         1 
--------------------------------------------------------------------------------------------

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

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

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 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Shure                     SM91
                           Indirect 
                           condensed MK
--------------------------------------------------------------------------------------------
 Shure                                            1
--------------------------------------------------------------------------------------------
 Shure                     LP-1                   4 (Sm98
                           Codenser               Preamps)
                           Microphone 
                           preamp  
--------------------------------------------------------------------------------------------
 PAR                       64Q FFP                12
--------------------------------------------------------------------------------------------
 PAR                       64Q NSP                6
--------------------------------------------------------------------------------------------
 Pyropak                   I
                           #24350
--------------------------------------------------------------------------------------------
 Pyropak                   II
                           #3265
--------------------------------------------------------------------------------------------
 Stage Gerb                10x12 Gold             6 cans
--------------------------------------------------------------------------------------------
 Stage Gerb                10x12 Silver           8 cans
--------------------------------------------------------------------------------------------
 Air Burst                 Flash Power As         2.5 Box
--------------------------------------------------------------------------------------------
 Air Burst                 Flash Power Bs         2.5 Box
--------------------------------------------------------------------------------------------
 Gerb Fan                  3 Prong Fan
--------------------------------------------------------------------------------------------
                           New                    4
                           Used                   4 
--------------------------------------------------------------------------------------------

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

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

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

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

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           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
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 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------

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

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

<PAGE>

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                                                                                 ---     ---

 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 White back                65'                    1
 drop
--------------------------------------------------------------------------------------------
 Flag                      American               1
--------------------------------------------------------------------------------------------
 Wood                      White Slats            5 multi
--------------------------------------------------------------------------------------------
 Curtains                  Black legs             10
--------------------------------------------------------------------------------------------
 65'                       Border Black           3
--------------------------------------------------------------------------------------------
 65'                       Main-Red               1
--------------------------------------------------------------------------------------------
 65'                       Main-Red               1
--------------------------------------------------------------------------------------------
 Misc                      folding gray           5
 Chairs 
--------------------------------------------------------------------------------------------
 chairs                    folding brown          2
--------------------------------------------------------------------------------------------
                           folding                5
--------------------------------------------------------------------------------------------
                           white plastic          3
--------------------------------------------------------------------------------------------

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

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

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 TOTAL COST OF PAGE     OF                                                  $ 
                    ---    ---
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                                                                                 ---     ---

 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Equalizer                 Klark Tenik            4
                           Graphic    
--------------------------------------------------------------------------------------------
                           DN 3601 16646
                           DN 3601 16645
--------------------------------------------------------------------------------------------
                           DN 3601 161
                           DN 3601
--------------------------------------------------------------------------------------------
 FURMAN                    Power                  1
                           Coditioner and 
                           Light Module 
--------------------------------------------------------------------------------------------
 Composer                  Dynamic 
                           Processor
--------------------------------------------------------------------------------------------
                           T80740004              1
                           Model
--------------------------------------------------------------------------------------------
 Shore                     SC4 Receiver           1
                           86DD45G4
--------------------------------------------------------------------------------------------
 Shore                     WA 404
                           Antenna Power
--------------------------------------------------------------------------------------------
                           Distributor            2
                           System
--------------------------------------------------------------------------------------------
 Multigate                 1400 Interactive       1
 Module                    Guad 51186510 
--------------------------------------------------------------------------------------------
 Crown                     Macro Tech             1
                           36x12
                           352566
--------------------------------------------------------------------------------------------
 Crossover                 TDM24CX2               1
                           Stireo
--------------------------------------------------------------------------------------------
 Pigtail                   TOA Processor          5
--------------------------------------------------------------------------------------------
                           Crown Macro            19
                           Tech 2400   
--------------------------------------------------------------------------------------------
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 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           TDM Quad               2
                           Crossover 2    
--------------------------------------------------------------------------------------------
                           Horizon                Microphone    1
                                                  in put Box 
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE     OF                                                   $
                    ---    ---
--------------------------------------------------------------------------------------------
                                    AWP 300 Personnel Lift1 
<PAGE>

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 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Sound                     Sound                  10'
 Cord
--------------------------------------------------------------------------------------------
                           Sound                  50'
--------------------------------------------------------------------------------------------
                           1 Con-Cord             100'
--------------------------------------------------------------------------------------------
                           1 electric Con         47
                           Lights    
--------------------------------------------------------------------------------------------
                           2 Elec-can             36
                           lights
--------------------------------------------------------------------------------------------
                           Cybers                 4
--------------------------------------------------------------------------------------------
                           3 Elec Can             33
--------------------------------------------------------------------------------------------
                           Cyber                  2
--------------------------------------------------------------------------------------------
                           4 Elec-can             44
--------------------------------------------------------------------------------------------
                           Cyber                  2
--------------------------------------------------------------------------------------------
                           5 Elec-Can             32            8 Lekos
                                                                6 cyc-lights 
                                                                (4 each)
--------------------------------------------------------------------------------------------
                           Floor Cyber            4
--------------------------------------------------------------------------------------------
                           Floorcans              24
--------------------------------------------------------------------------------------------
                           floor 4-light          6
                           clusters    
--------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE     OF                                                   $ 
                    ---    ---
--------------------------------------------------------------------------------------------
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                                                                                 ---     ---

 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Misc.                     Gray Camera            3
--------------------------------------------------------------------------------------------
                           Yellow                 25'
                           Extension cord   
--------------------------------------------------------------------------------------------
                           WYB-Con                100'
                           Auto Pilot
--------------------------------------------------------------------------------------------
                           Orange Traffice        18
                           Cones   
--------------------------------------------------------------------------------------------
                           Furman Power 
                           Conditioner
--------------------------------------------------------------------------------------------
                           AR-117                 1
--------------------------------------------------------------------------------------------
                           Yamaha                 LHO-1135
                           PX 990                 LHO-1525
--------------------------------------------------------------------------------------------
                           Effect Processor       2
--------------------------------------------------------------------------------------------
                           Stage Lights
                           EAW 200
--------------------------------------------------------------------------------------------
                           Stage Monitor          4
--------------------------------------------------------------------------------------------
                           149
                           1478
                           3591
                           3595
--------------------------------------------------------------------------------------------

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

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

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

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

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 TOTAL COST OF PAGE     OF                                                    $ 
                    ---    ---
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                                                                                 ---     ---

 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           Fall wreaths RSAFS     26
--------------------------------------------------------------------------------------------
                           Fall Tree's            5
--------------------------------------------------------------------------------------------
                           Xmas Tree Stand        2
--------------------------------------------------------------------------------------------
                           Water Trough           1
--------------------------------------------------------------------------------------------
                           Mike Stands            16
--------------------------------------------------------------------------------------------
                           Antenna                4
--------------------------------------------------------------------------------------------
                           Yamaha Mixer           1
                           MC3210M 
                           Console 
--------------------------------------------------------------------------------------------
                           Table White 6'         1
--------------------------------------------------------------------------------------------
                           Fan 16" Lasio          2
--------------------------------------------------------------------------------------------
                           Fog Machine            2
                           Lamattie G3000  
                           0507
                           0589
--------------------------------------------------------------------------------------------
                           Clear Com with         4
                           Headset   
                           Ad51560
                           AD5156
                           Ad51572
                           Ad5171
--------------------------------------------------------------------------------------------
                           Clear Com              1
                           Phone AD51557  
--------------------------------------------------------------------------------------------
                           Stage Monitor          2
                           EAW
--------------------------------------------------------------------------------------------
                           1486
                           1480
--------------------------------------------------------------------------------------------
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           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
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 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------

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

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

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

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 TOTAL COST OF PAGE     OF                                                   $ 
                    ---    ---
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</TABLE>

<PAGE>
<TABLE>
<S>                                           <C>
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                                                                                 ---     ---

 TAKEN BY                                   TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                 DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Stage                     EAW                    6
 Monitor                   1489
                           1489
                           1477
                           1484
                           3593
                           3596
--------------------------------------------------------------------------------------------
 Side Fill                 PX 1560B               1601-1
--------------------------------------------------------------------------------------------
                           PX1560B                1062(1)
--------------------------------------------------------------------------------------------
 Cable                     To stagecart           32 (input
                           Auto pilot and         snake
                           console
--------------------------------------------------------------------------------------------
                           Clear Com              577241
                           SB412A
                           Switch Board
--------------------------------------------------------------------------------------------
                           Avolites
                           DMX 512 - 
                           D1058
--------------------------------------------------------------------------------------------
                           DFT Xmas               2
                           Tree's
--------------------------------------------------------------------------------------------
 Flowers                   Poinsettas             11
--------------------------------------------------------------------------------------------
 Microphones               N/D 757B               3
--------------------------------------------------------------------------------------------
 Sure Shore                Beta 87                1
--------------------------------------------------------------------------------------------
                           Sm 58-L32              2
--------------------------------------------------------------------------------------------
                           Electrovoice           1
                           RC 20
--------------------------------------------------------------------------------------------

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

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<PAGE>
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                                                                                 ---     ---

 TAKEN BY                                    TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE
            ----------------------------           -----------------------------------------
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 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------

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

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                    ---     ---
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 TAKEN BY                                    TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Microphone shore          A98MK                  1
--------------------------------------------------------------------------------------------
 Microphone Stand          25900-57755            5
--------------------------------------------------------------------------------------------
                           21020-57755            4
--------------------------------------------------------------------------------------------
 Direct Boxes              Countryman             5
                           Associates
--------------------------------------------------------------------------------------------
 EV                        ND757B                 3
--------------------------------------------------------------------------------------------
 Shore                     SM 87                  1
--------------------------------------------------------------------------------------------
                           SM91A                  1
--------------------------------------------------------------------------------------------
                           ADLS                   12
--------------------------------------------------------------------------------------------
 MicroP                    1000
                           Par G4Q
--------------------------------------------------------------------------------------------
                           NSP Par Can Bulbs      38
--------------------------------------------------------------------------------------------
                           MFL Bulbs              5
--------------------------------------------------------------------------------------------
                           WFL                    5
--------------------------------------------------------------------------------------------
                           TG Microphone          1
                           Beta 87 Wireless
--------------------------------------------------------------------------------------------
                           Sherry                 1
                           Beta 57 Wireless
--------------------------------------------------------------------------------------------
                           Spare Beta 87          2
                           Wireless
--------------------------------------------------------------------------------------------
                           Spare Beta 87          2
                           Wiureless
--------------------------------------------------------------------------------------------
                           Microphone             5
                           Mikropfon Stat IV
--------------------------------------------------------------------------------------------

<PAGE>
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                                                                                 ---     ---

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           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
--------------------------------------------------------------------------------------------
                              AIC Adaptor by Shure PS30-6
                        Mic-Antenna-Wireless Systems - 16 units
                                 PRSII Power Pack 



<PAGE>
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           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Cable                     #44 Super              25'
--------------------------------------------------------------------------------------------
                           14x13 Type
                           Sow A 90 o/c
--------------------------------------------------------------------------------------------
                           Triangle PWC-1LC       25'
--------------------------------------------------------------------------------------------
                           12/3 Type So           25'
                           P123
                           Msh2Q #51
--------------------------------------------------------------------------------------------
 Cable                     #40                    100'
--------------------------------------------------------------------------------------------
                           #41                    100'
--------------------------------------------------------------------------------------------
                           #48                    10'
--------------------------------------------------------------------------------------------
                           #61                     6'
--------------------------------------------------------------------------------------------
                           #52                     6'
--------------------------------------------------------------------------------------------
                           #44                     6'
--------------------------------------------------------------------------------------------
                           #54                     6'
--------------------------------------------------------------------------------------------
 Pigtail Cable             5Q                      1
--------------------------------------------------------------------------------------------
                           #63                     1
                           #44                     1
--------------------------------------------------------------------------------------------
                           #62                     1
                           #45                     1
--------------------------------------------------------------------------------------------
                           #47                     1
                           #48                     1
--------------------------------------------------------------------------------------------
                           #61                     1
                           #60                     1
--------------------------------------------------------------------------------------------
 Cable                     Horizon Y               125'
                           Conductor cord
                           snake
--------------------------------------------------------------------------------------------

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            ----------------------------           -----------------------------------------
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 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
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 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Snake Cable               Horizon 4              1-50'
                           Conductor
                           Speaker 
--------------------------------------------------------------------------------------------
                           1 Horizon 4            1-50'
                           Conductor 
                           Speaker 
--------------------------------------------------------------------------------------------
                           1 - sam Horizon        1-50'
                           Conductor - 
                           speaker
--------------------------------------------------------------------------------------------
                           Horizon 4              1-10'
                           Conductor
                           Speaker 
--------------------------------------------------------------------------------------------
                           Horizon 4              1-30'
                           Conductor 
                           Speaker
--------------------------------------------------------------------------------------------
                           2 - Horizon            1-30'
                           Conductor 
                           Speaker 
--------------------------------------------------------------------------------------------
                           1213 Type So           1-9'
                           P-123-Msha
--------------------------------------------------------------------------------------------
                           #53 Type Ms-HQ         1-10'
--------------------------------------------------------------------------------------------
                           #61 S-L                1-25'
                           Floor Acc
--------------------------------------------------------------------------------------------
                           #56 Type 1213          1-25'
                           Slow A-90C
--------------------------------------------------------------------------------------------
                           P123-70HS              1-25
                           HQ #61
--------------------------------------------------------------------------------------------
PigTail                    #58                    1
--------------------------------------------------------------------------------------------
                           #57                    1
--------------------------------------------------------------------------------------------

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 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
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 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           #59                    1
--------------------------------------------------------------------------------------------
 Cable                     2 Ken-Horizon          1-25' 6
                           Y conductor            chanel
                           snake
--------------------------------------------------------------------------------------------
                           Rapco OL Dea +4        1-10'
                           conductor
--------------------------------------------------------------------------------------------
                           Horizon Guitar         1-7'
                           Instrument 
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
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 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
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 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Cable                     Cable sound flex       red-yellow-
                           by rapco               blue
--------------------------------------------------------------------------------------------
                           3-6'                   18'
--------------------------------------------------------------------------------------------
                           Pro-plex 
                           PC22G1
--------------------------------------------------------------------------------------------
                           22-Ang                 125'
                           Low Cap
--------------------------------------------------------------------------------------------
                           #43 Tree               25'
--------------------------------------------------------------------------------------------
                           #63                    10'
--------------------------------------------------------------------------------------------
                           #50                    10'
--------------------------------------------------------------------------------------------
                           #52                    10'
--------------------------------------------------------------------------------------------
                           #49 ACL - N.C.         10'
--------------------------------------------------------------------------------------------
                           #47                    10'
--------------------------------------------------------------------------------------------
                           #45 Toner              10'
--------------------------------------------------------------------------------------------
                           #62                    10'
--------------------------------------------------------------------------------------------
                           Horizon 4              100'
                           conductor
                           speaker
--------------------------------------------------------------------------------------------
                           #45                    4'
--------------------------------------------------------------------------------------------
                           #60                    4'
--------------------------------------------------------------------------------------------
                           Horizon 4              25'
                           Conductor     
                           speaker
--------------------------------------------------------------------------------------------
                           Horizon 4              60'
                           conductor
                           speaker
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
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           -----------------------------           -----------------------------------------
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            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Cable                    Rapco Quad 
                          RG-Plus
--------------------------------------------------------------------------------------------
                          Four Conductor          33'           20 pieces
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
                          UP Stage Left F1        63'
                          Cybex1
--------------------------------------------------------------------------------------------
                          Stage rights - DW       50'
--------------------------------------------------------------------------------------------
                          PSR Floor Cybeer
--------------------------------------------------------------------------------------------
                          TO AFL Cyber EX         150'
--------------------------------------------------------------------------------------------
                          Floor Cyber ASL         150'
--------------------------------------------------------------------------------------------
                          1273                    25'
                          Type So
--------------------------------------------------------------------------------------------
                          DSR Cyber               50'
                          12/3 Pype So
                          NCOPERME
--------------------------------------------------------------------------------------------
                          #1-upstage L.           69'
                          Flcyber Ex
--------------------------------------------------------------------------------------------
                          #63                     50'
                          PE, So, 90 o/c
--------------------------------------------------------------------------------------------
                          Dyna Peeme
                          3 Conn-12
--------------------------------------------------------------------------------------------
                          Type                    50'
                          So #62
--------------------------------------------------------------------------------------------

<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  JOHN TAYLOR                       TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           #54 12/3 Type          10'
                           SoP123-HSH  
--------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
--------------------------------------------------------------------------------------------

<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY   JOHN TAYLOR                      TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           15 A250V
                           20GA-W1
--------------------------------------------------------------------------------------------
                           Plug-125V              50'
--------------------------------------------------------------------------------------------
                           #47-500V                7'
                           Supercord
--------------------------------------------------------------------------------------------
                          #48 Type-So             10'
                          P123-MSHA
--------------------------------------------------------------------------------------------
                          Carol 1413               50
                          Type-Sow
                          A-Cul7
--------------------------------------------------------------------------------------------
                          Carol 12/3               2 7'           14'
                          Type Sow
                          90% PL127
                          70 MSHA
--------------------------------------------------------------------------------------------
                          Pigtail                 1
                          F20 P Conn
                          2420
--------------------------------------------------------------------------------------------
                          12/3                    25'
                          Type S1
--------------------------------------------------------------------------------------------
                          Pro-Plex
                          Pg 22512
--------------------------------------------------------------------------------------------
                          22 Aw7                  125'
                          3 Pair
--------------------------------------------------------------------------------------------
                          WY Bon                  50'
                          Auto-Pilot
--------------------------------------------------------------------------------------------
 Cord                     Mil-12-3ST              50'
                          Style-Ext
--------------------------------------------------------------------------------------------
                          CSA Type
                          20-90E
--------------------------------------------------------------------------------------------

<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY   JOHN TAYLOR                      TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           FT 2 Carol             30'
                           12/3
--------------------------------------------------------------------------------------------
 Sound Cords               Sound                  7'
--------------------------------------------------------------------------------------------
                            "                     7'
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
--------------------------------------------------------------------------------------------
                            *Miscellaneous, Assorted Microphone Cables 


<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY   JOHN TAYLOR                      TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Sony                      A-7 Density            1
 QX0040                    A/DD/A
 76                        Conductor #
--------------------------------------------------------------------------------------------
 Furman                    Power Conditioner      1
 PL8                       Conditioner and
                           Light Module 
--------------------------------------------------------------------------------------------
                           Klark Teknik           2
                           DN 514 Quad 
                           Auto Gate
--------------------------------------------------------------------------------------------
 Behringer                 Composer               5 House
                           Audio                  1 Monitor
                           Interactive 
--------------------------------------------------------------------------------------------
                           Dynamic Pro            5
                           MDX 2000
--------------------------------------------------------------------------------------------
 Yamaha                    Parametric             (2)
                           Equalizer 
                           YOP2006
--------------------------------------------------------------------------------------------
 862                       Sonic                  2
                           Maximizer BBF 
--------------------------------------------------------------------------------------------
 Furman                    PL8 Poner              1
                           Conditoner 
                           and Light Module
--------------------------------------------------------------------------------------------
 Furman                    Regulation AC LINE     1 
                           Module AR-117
--------------------------------------------------------------------------------------------
 Eventide                  Harmonizer Model       1
 Ultra                     H3000-Disk
--------------------------------------------------------------------------------------------
 Yamaha                    Multi-Effect           4 
 SPX990                    Processor
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY   JOHN TAYLOR                      TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------

 Lexicon                   Pigtail Effect         1
 LXP15                     Processor
--------------------------------------------------------------------------------------------
                           Audio Control          1 
                           Industrial SA-3050
                           Real Time Analyzer
--------------------------------------------------------------------------------------------
 Hackie                    CR 1604 16
 Design                    Channel
--------------------------------------------------------------------------------------------
                           Micline    1
                           Mixer
--------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY    AMY MILLER/FRANCES S.           TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Desk Organizer            Dark Plastic Desk      2
                           Organizer
--------------------------------------------------------------------------------------------

 PaperClip Holder          Plastic Paper Clip     1  
                           Holder
--------------------------------------------------------------------------------------------
 paperclip holder          Dark Plastic Pencil    1
                           Holder
--------------------------------------------------------------------------------------------
 tape dispenser            Scotch Tap Tan         2 
                           Dispenser
--------------------------------------------------------------------------------------------
 wastebasket               Ivory Plastic          5
                           Wastebasket
--------------------------------------------------------------------------------------------
 36x48 cork                Bulletin Board         1
--------------------------------------------------------------------------------------------
 24x36 cork                Bulletin Board         1
--------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY    TED BUKWIART                   TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                 DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 KeyTranc                  VeryBoard              1
                           V950900231
--------------------------------------------------------------------------------------------
 computer and              ATT                    1
 keyboard                  JVP71341
--------------------------------------------------------------------------------------------
                           3099-K440 8004         1
                           ATT keyboard
--------------------------------------------------------------------------------------------
 hardrive                  480 Globalyst          1
                           ATT 515
--------------------------------------------------------------------------------------------
 desk                      gray/90 degree         2
--------------------------------------------------------------------------------------------
 filing                    2 drawer file          2
 cabinets                  cabinets
--------------------------------------------------------------------------------------------
 refrig.                   bar style 3.5 foot     1
                           white
--------------------------------------------------------------------------------------------
 back up for               APC 280                1
 computer
--------------------------------------------------------------------------------------------
 power stick              Multi plug unit         1
                          surge 
--------------------------------------------------------------------------------------------
                          surge arrest            1
--------------------------------------------------------------------------------------------
 shelf                    standing metal          1
                          (2 shelf) unit
--------------------------------------------------------------------------------------------
 garbage can              2.5 feet square         1
                          metal creme plastic     1
--------------------------------------------------------------------------------------------
 chair                    adjustable office       1   
                          chair
-------------------------------------------------------------------------------------------
                          grey metal padded       1
                          seats
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY   TED BUKWIART                     TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 phone                     MT multi line          2
                           information 
                           center mls-18D
--------------------------------------------------------------------------------------------
 paper trays               plastic/desk top       9
 desk                      plastic organizer      1
 directory
--------------------------------------------------------------------------------------------
 file holder               metal/black            9
 coffee maker              westbend 10 cup        1
--------------------------------------------------------------------------------------------
 intercom                  clear com (model       1
 system                    500)
                           2/headset
--------------------------------------------------------------------------------------------
 SLIK                      Typed for              1
 Extension cord            autolights
                           6ft brown              1
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY    TED B.                          TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Chair                     Maroon Fabric          2
                           Grey Charco 
                           frame
--------------------------------------------------------------------------------------------
 Chair                     Maroon fabric          1
                           Gray Frame 
--------------------------------------------------------------------------------------------
 Chair                     Gray Plastic           2
                           Stack Chair 
--------------------------------------------------------------------------------------------
 Phone                     AT&T                   1
--------------------------------------------------------------------------------------------
                           Waste yellow basket    1
------------------------------------------------------------------------------------------
                           10 foot white cabinet  1
--------------------------------------------------------------------------------------------
                           6 fold chair padded    6            3 grey
                                                               3 brown
--------------------------------------------------------------------------------------------
                           gray stack chair       1
-----------------------------------------------------------------------------------------
                           Gibbson Ref. Freezer   1
                           LA3402584
--------------------------------------------------------------------------------------------
                           Soapdispenser          1
--------------------------------------------------------------------------------------------
                           Towel holder           1
--------------------------------------------------------------------------------------------
                           Coffee Maker Yellow    1
--------------------------------------------------------------------------------------------
                           Yellow waste basket    2
--------------------------------------------------------------------------------------------
                           48x48 bulletin board   1
--------------------------------------------------------------------------------------------
                           First Aid              1
                           Blue/Red Wall Kits
--------------------------------------------------------------------------------------------

<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
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                                                                                 ---     ---

 TAKEN BY   TED B.                           TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           Lasko-Fan 16 inches    1
                           oscillating fan 
--------------------------------------------------------------------------------------------

<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY    TED B.                          TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE 
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           land carts for         1  
                           moving
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
--------------------------------------------------------------------------------------------


</TABLE>
<PAGE>

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                 DESCRIPTION                    UNITS       COST        TOTAL    UNIT
                                                                 PER         COST     RETAIL
                                                                 UNIT                 PRICE
--------------------------------------------------------------------------------------------
 wood benches         oak four leg                   17
                                                     3 m
                                                     cryroom
--------------------------------------------------------------------------------------------
                      brown steel aggregate panels   7
--------------------------------------------------------------------------------------------
                      KF 776 wood                    15
--------------------------------------------------------------------------------------------
                      cherry wood with rod           60
--------------------------------------------------------------------------------------------
                      custom made formica            1
--------------------------------------------------------------------------------------------
                      lower 310 side chairs          25
--------------------------------------------------------------------------------------------
                      burgundy velvet ropes          16
--------------------------------------------------------------------------------------------
                      gas logs 6'                    1 set
--------------------------------------------------------------------------------------------
                      cherry wood ticket/door        2
--------------------------------------------------------------------------------------------
 plants and           large 17 inch                  12
 containers           med 14 inch                    5
--------------------------------------------------------------------------------------------
                      small 10 inch                  18
                                                     4
--------------------------------------------------------------------------------------------
 utility lobby)       wet floor yellow               7
--------------------------------------------------------------------------------------------
 mops mop bucket      mops                           2
                                                     1
--------------------------------------------------------------------------------------------
 dust pale            dust pale and small broom      1
--------------------------------------------------------------------------------------------
 ??                                                  1
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                 DESCRIPTION                    UNITS      COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 ??                                                  2
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $ 
                    ---     ---
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM             DESCRIPTION                     UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Shampoo          Tornado carpet shampoo          1
--------------------------------------------------------------------------------------------
                  Husuoina                        1
                  140B
--------------------------------------------------------------------------------------------
 gas container    red plastic gas tank            1
--------------------------------------------------------------------------------------------
 shampoo machine  Thermas                         1
                  large shampoo
--------------------------------------------------------------------------------------------
 vacuum cleaner   sharp-EC-12 TXC                 1
                  Sharp-EX-12-TXC                 1
                  Sharp-EC-12TXT7                 1
--------------------------------------------------------------------------------------------
 dolly            red/two wheel metal             1
--------------------------------------------------------------------------------------------
 paper towel      prefile #56700                  5             (1 uncased)
 dispenser                                                  
--------------------------------------------------------------------------------------------
 toilet seat      profile                         7
 dispenser        #74250                          1 cover
                  #74250                          1 case low
--------------------------------------------------------------------------------------------

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

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

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

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

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

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

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


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM             DESCRIPTION                     UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $ 
                    ---     ---
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY                                    TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM           DESCRIPTION                       UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 stove          VB503GV                           1
--------------------------------------------------------------------------------------------
 refrig.        GE GM759104                       1
--------------------------------------------------------------------------------------------
 Couch          Tan Leather                       1
                3 pillow 2 dec. pillow
--------------------------------------------------------------------------------------------
 chair          oversize floral green-pink        1
                leaf
--------------------------------------------------------------------------------------------
 chair          straight purple back chair        1
--------------------------------------------------------------------------------------------
 table          oval glasstop iron legs           1
--------------------------------------------------------------------------------------------
 table          side table made of iron           1
--------------------------------------------------------------------------------------------
 rug            oriental rug pink floral          1
--------------------------------------------------------------------------------------------
 table          Inntadf                           1
                1 draw maple
--------------------------------------------------------------------------------------------
 table          4 foot x 1 foot                   1
                maple table wood
--------------------------------------------------------------------------------------------
 lamps          table lamps                       3
                black/gold, green/white;
                rust/white
--------------------------------------------------------------------------------------------
 lamp           floor lamp gold and navy          1
--------------------------------------------------------------------------------------------
 table          iron/glass wall table             1
--------------------------------------------------------------------------------------------
 stool          bar stool leather/gold            2
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY                                    TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM           DESCRIPTION                       UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 tv             magnavox color 20" 44168723       1
--------------------------------------------------------------------------------------------
 DSS            Satelite RCA #527353228           1
--------------------------------------------------------------------------------------------
 TV             Magnavox with remote              1
                30008717
--------------------------------------------------------------------------------------------
 DMX            Com stream DR200 Digital Audio    1
                Receiver
--------------------------------------------------------------------------------------------
 Couch          Green with Oak wood               1
 Chair                                            1
--------------------------------------------------------------------------------------------
 Table          Inntable Oak                      1
--------------------------------------------------------------------------------------------
 Table          Coffee Table Oak                  1
--------------------------------------------------------------------------------------------
 Chair          maroon/Black                      2
--------------------------------------------------------------------------------------------
 Lamp           Green/yellow                      1
--------------------------------------------------------------------------------------------
 wastebasket                                      1
--------------------------------------------------------------------------------------------
 towel                                            1
 dispenser
--------------------------------------------------------------------------------------------
 Bulletin       24x24                             1
 Board cork 
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE     OF                                                  $
                    ---    ---
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  JON C.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM            DESCRIPTION                        UNITS       COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Desk            Gray wall unit desk with shelf     2
--------------------------------------------------------------------------------------------
                 smith corona XE 1950 #2127397      1
--------------------------------------------------------------------------------------------
                 2 drawer letter size cabinets      2
--------------------------------------------------------------------------------------------
                 jiffy steamer J39450               1
--------------------------------------------------------------------------------------------
                 double wall shelf                  2
                 metal and press board
--------------------------------------------------------------------------------------------
                 two step-stool                     1
                 #1001 kickstep
--------------------------------------------------------------------------------------------
                 sharp (2 color)                    1
                 #50014815
--------------------------------------------------------------------------------------------
                 CTX 14516                          1
                 BCS computer (keybaord, monitor,
                 APC 280, surge protector
--------------------------------------------------------------------------------------------
                 Rubbermaid M70-4212-00             1
--------------------------------------------------------------------------------------------
                 Formica/wood                       8
                 2 door wallcases
--------------------------------------------------------------------------------------------
                 woodstone base
                 glass cube display cases
--------------------------------------------------------------------------------------------
                 12 cube large                      2
                 12 cube small                      2
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  JON C.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM             DESCRIPTION                      UNITS         COST        TOTAL    UNIT
                                                                 PER         COST     RETAIL
                                                                 UNIT                 PRICE
--------------------------------------------------------------------------------------------
                  30 cube small                    2
                  8 cube small                     2
--------------------------------------------------------------------------------------------
                  40 cube small oval               2
                  40 cube glass display            1
--------------------------------------------------------------------------------------------
                  circular glass display           2
                  4 cubes high
--------------------------------------------------------------------------------------------
                  vertical glass display 6 cubes   2
--------------------------------------------------------------------------------------------
                  formica wood display cases       13
                  (diff. sizes)                    2 back case
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE     OF                                                   $ 
                    ---    ---
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                   DESCRIPTION                     UNITS    COST        TOTAL    UNIT
                                                                 PER         COST     RETAIL
                                                                 UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Tables                 Pressboard top metal base       35
--------------------------------------------------------------------------------------------
 Chairs                 material (maroon)               29
                        grey (metal)
--------------------------------------------------------------------------------------------
 Christmas supplies
--------------------------------------------------------------------------------------------
 Gian Christmas         Green Christmas Wreath Ribbons  10
 Wreaths
--------------------------------------------------------------------------------------------
 Small Tree and stands  Green 4 kg stand                3
--------------------------------------------------------------------------------------------
 Candle                 candle arrangement              2
--------------------------------------------------------------------------------------------
                        New Year's party favors         13
--------------------------------------------------------------------------------------------
                        boxes of decoration             6
--------------------------------------------------------------------------------------------
                        ribbons for tree toppers        2
--------------------------------------------------------------------------------------------
                        country garden plow with dec.   4
--------------------------------------------------------------------------------------------
                        bags of tree ornaments          8
--------------------------------------------------------------------------------------------
                        shepherd boys and chimney       2
--------------------------------------------------------------------------------------------
                        lights                          1
--------------------------------------------------------------------------------------------

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

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


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                   DESCRIPTION                     UNITS    COST        TOTAL    UNIT
                                                                 PER         COST     RETAIL
                                                                 UNIT                 PRICE
--------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE     OF                                                   $ 
                    ---    ---
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                 DESCRIPTION                   UNITS      COST        TOTAL    UNIT
                                                               PER         COST     RETAIL
                                                               UNIT                 PRICE
--------------------------------------------------------------------------------------------
                      M/M E03600QL                  2
                      CTX color                     2
--------------------------------------------------------------------------------------------
                      APC 280                       3.5 and tape
                      250mm (BES)                   1
--------------------------------------------------------------------------------------------
                      plug and power supply         2
--------------------------------------------------------------------------------------------
                      65 robotics                   2
                      fax modem
--------------------------------------------------------------------------------------------
                      HP Laser Jet 4L               1
--------------------------------------------------------------------------------------------
                      USCC 659254
                      serial #
--------------------------------------------------------------------------------------------
 computer             DCS 280                       1
                      Colorado 350
                      3.5 dish/cd drive
--------------------------------------------------------------------------------------------
 calculator           sharp 2 color                 1
                      E1-26306II
--------------------------------------------------------------------------------------------
 calculator           Victor 1560                   1
--------------------------------------------------------------------------------------------
 back machine         paymaster hand crank          1
--------------------------------------------------------------------------------------------
 speakers computer    lab tec LCS-150               2
--------------------------------------------------------------------------------------------
 speakers             Bose wall speakers (black)    2
--------------------------------------------------------------------------------------------
 Infotran.            Universal Communications      1
                      Interface
--------------------------------------------------------------------------------------------
 File cabinet         4 draws                       1
--------------------------------------------------------------------------------------------

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


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                                 ---     ---

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           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                 DESCRIPTION                   UNITS      COST        TOTAL    UNIT
                                                               PER         COST     RETAIL
                                                               UNIT                 PRICE
--------------------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE     OF                                                 $ 
                    ---    ---
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  FRANCES SVETICH                   TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                  DESCRIPTION                 UNITS      COST        TOTAL    UNIT
                                                              PER         COST     RETAIL
                                                              UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Computer              Model E447AU                1
 KeyGuard              4225A001200306              1
                       930055107
--------------------------------------------------------------------------------------------
 Computer Keyboard     4225A00121893               1
                       930037040                   1
--------------------------------------------------------------------------------------------
 Computer Keyboard     422A001200295               1
                       930036326                   1
--------------------------------------------------------------------------------------------
 Computer Keyboard     422A001200295               1
                       93003626                    1
--------------------------------------------------------------------------------------------
 1BM Lexmark Pr.Nier   FCC:Bj1                     1
                       2380-001
--------------------------------------------------------------------------------------------
 1BM Lexmark Printer   FRR: BJ1                    1
                       2380-001
--------------------------------------------------------------------------------------------
 1BM Lexmark Printer   FCC-BJ1                     1
                       2380-001
--------------------------------------------------------------------------------------------
 1BM                   FCC BJ1                     1
 Lexmark               2380001
 Printer
--------------------------------------------------------------------------------------------
 Chair                 adjustable rust/material    3
                       grey frame
--------------------------------------------------------------------------------------------
 stands                ticket stands for printers  4
--------------------------------------------------------------------------------------------
 easy computer         to operate ticket
 systems               computers
--------------------------------------------------------------------------------------------


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  FRANCES SVETICH                   TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                  DESCRIPTION                 UNITS      COST        TOTAL    UNIT
                                                              PER         COST     RETAIL
                                                              UNIT                 PRICE
--------------------------------------------------------------------------------------------
 4                     5010073
 3                     5010072
--------------------------------------------------------------------------------------------
 2                     5010071
 1                     5010074
--------------------------------------------------------------------------------------------
 Pencil electric       9781647                     1
 sharpner
--------------------------------------------------------------------------------------------
 4 phones              white mls 1bd att           4
 4 headgear            black KS 23529-L10          4
--------------------------------------------------------------------------------------------
 Quick                 card machine check          67000190   680001898   (2)
 printer 250           veriphone                   56         6           (2)
                                                   011510357  017125230
--------------------------------------------------------------------------------------------
 Texas Instruments     T15032                      1
                       0395C
--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE     OF                                                $
                    ---    ---
--------------------------------------------------------------------------------------------
                             Trash canscreme plastic (3) 



<PAGE>
--------------------------------------------------------------------------------------------
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                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                   DESCRIPTION                          UNITS  COST    TOTAL     UNIT
                                                                    PER     COST      RETAIL
                                                                    UNIT              PRICE
--------------------------------------------------------------------------------------------
 Desk                   Freestanding workstation desk        3
                        (phone booths)
--------------------------------------------------------------------------------------------
 chair                  task chair 790166                    3
                        maroon fabric/gray frame
--------------------------------------------------------------------------------------------
 chair                  vinyl upholstered stacking           1
                        chairs/brown
--------------------------------------------------------------------------------------------
 phone                  A77 telephone                        3
--------------------------------------------------------------------------------------------
 headset                walk and talk portable headset ATT   3
--------------------------------------------------------------------------------------------
 computers              monitors CTX color                   3
                        Keyboards - C168036004               3
                        harddrive 486/60 3.5 drive           3
                        APC 286 Backups                      3
--------------------------------------------------------------------------------------------
                        mouse                                3
--------------------------------------------------------------------------------------------
 headset                multiline                            3
--------------------------------------------------------------------------------------------
                        word processor                       1
                        XE 1950
--------------------------------------------------------------------------------------------
 Boards                 cork oak bulletin boards             2
--------------------------------------------------------------------------------------------

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


<PAGE>
--------------------------------------------------------------------------------------------
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                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                   DESCRIPTION                          UNITS  COST    TOTAL     UNIT
                                                                    PER     COST      RETAIL
                                                                    UNIT              PRICE
--------------------------------------------------------------------------------------------

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

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

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

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

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

--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE     OF                                                  $
                    ---    ---
--------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

<TABLE>
<S>                                           <C>
--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 safe                      brown/tan floor        1
                           safe 2x2x3.5
--------------------------------------------------------------------------------------------
                           free standing          2
                           desk with
                           cabinets at top
                           and the drawer
                           at bottom
--------------------------------------------------------------------------------------------
                           desk chair             1
                           material wood
--------------------------------------------------------------------------------------------
                           straight chair         1
                           brown material
                           back and seat
--------------------------------------------------------------------------------------------
                           2 drawer file          1
                           cabinet (grey)
--------------------------------------------------------------------------------------------
                           monitor (CTX           1
                           color
--------------------------------------------------------------------------------------------
                           keyboard               1
                           411019024
--------------------------------------------------------------------------------------------
                           hard drive             1
                           424190275
--------------------------------------------------------------------------------------------
                           printer lexmark        1
                           item 2380
--------------------------------------------------------------------------------------------
                           quick check            1
                           verfione printer
                           250                    1
--------------------------------------------------------------------------------------------
                           sharp E1-21026         2
                           EL-263OGII
--------------------------------------------------------------------------------------------
                           ATI MLS 8D             1

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


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


--------------------------------------------------------------------------------------------
<PAGE>

--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------


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


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


--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
--------------------------------------------------------------------------------------------
<PAGE>

--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  JAN C.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 display                   chrome glass           4
 racks                     circular display
                           racks
--------------------------------------------------------------------------------------------
 glass                     4 shelf enclosed       1
 display                   case
 case
--------------------------------------------------------------------------------------------
 postcard                  black                  2
 stand                     creme
--------------------------------------------------------------------------------------------
 display                   large                  2
 shelf                     shelf/drawers
                           cubes behind
                           counter
--------------------------------------------------------------------------------------------
                           large shelf            1
                           behind counter
--------------------------------------------------------------------------------------------
                           jewelry cases          3
                           formica counters       2
--------------------------------------------------------------------------------------------
 cash                      TEC MA 1300            2
 register                  5D201634
                           5D201696
--------------------------------------------------------------------------------------------
 storage                   shelves                1 double
 room                      metal/wood             2 single
 shelves
--------------------------------------------------------------------------------------------
 chair                     chair with boot        1
                           rest gray maroon
                           917AC
--------------------------------------------------------------------------------------------
 chair                     office chair in        1
                           office
                           gray/maroon
                           11335
--------------------------------------------------------------------------------------------
<PAGE>

--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  JAN C.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 TV                        JVC mts                1
                           (surround code
                           TIN 208450)
--------------------------------------------------------------------------------------------
 logs                      gas logs 6'            1 set

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


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


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


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


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


--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
--------------------------------------------------------------------------------------------
<PAGE>

--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
 Headphones                ATT KS23529-           3             Joys office
                           L10
                           #KS23822-L7
                           #KS23529-L10
--------------------------------------------------------------------------------------------
 Calculator                Sharp EL21926          1
--------------------------------------------------------------------------------------------
 Desk                      module 38852           1
                           grey/laminated
                           cherry 
--------------------------------------------------------------------------------------------
 speaker                   clear com              1
                           speaker station
                           KB112
--------------------------------------------------------------------------------------------
 desk                      module 38080           1
                           grey
                           metal/laminated
                           cherry top
--------------------------------------------------------------------------------------------
 phone                     ATT MLS 18D            1
--------------------------------------------------------------------------------------------
 footstool                 black/wheels           2
--------------------------------------------------------------------------------------------
 microphones               shore sm87             3
--------------------------------------------------------------------------------------------
                           beta 87                1
                           sm81                   2
--------------------------------------------------------------------------------------------
                           sm57                   3
                           sm58                   2
--------------------------------------------------------------------------------------------
                           sennheiser/black       2
                           md4210/nr1156
                           85
                           md
                           4210/nr115936
--------------------------------------------------------------------------------------------
                           EV n/o 757B            3
                           shore sm91             1
--------------------------------------------------------------------------------------------
<PAGE>

--------------------------------------------------------------------------------------------
                                   INVENTORY SHEET
                                                                            PAGE      OF 
                                                                                 ---     ---

 TAKEN BY  TED B.                            TITLE 
           -----------------------------           -----------------------------------------
 DEPARTMENT                                  DATE  
            ----------------------------           -----------------------------------------
--------------------------------------------------------------------------------------------
 ITEM                      DESCRIPTION            UNITS         COST        TOTAL    UNIT
                                                                PER         COST     RETAIL
                                                                UNIT                 PRICE
--------------------------------------------------------------------------------------------
                           shure A98SPM           4
                           Shure Beta 87          4
                           wireless
--------------------------------------------------------------------------------------------
                           sCrown CM              4
                           312E
--------------------------------------------------------------------------------------------
 Direct                    Count                  Type 85 Fet   4
 Boxes                     Associates
--------------------------------------------------------------------------------------------


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


--------------------------------------------------------------------------------------------
 TOTAL COST OF PAGE      OF                                                 $
                    ---     ---
--------------------------------------------------------------------------------------------
</TABLE>

<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. 
<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.  Notwithstanding the foregoing, Producer grants 
to Theater a license for the Term of this
<PAGE>

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.

     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.
<PAGE>

     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.

          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.
<PAGE>

          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.

     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
<PAGE>

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 Producerj 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.

     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.
<PAGE>

          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.

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 
<PAGE>
                                       
                                   EXHIBIT D

            LIST OF ASSUMED EQUIPMENT LEASES AND MONTHLY AMOUNTS DUE


      LESSOR              PURPOSE            AMOUNTS       DUE DATE
      ------              -------            -------       --------

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



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

<PAGE>


EXHIBIT E-1




                                 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:  /s/ Janet A. Alpert
          Secretary                                    President


<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
expenses 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.

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.


<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 property 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 covenants 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 tittle 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.

    (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


<PAGE>


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 necessary 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 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 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


<PAGE>


    (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 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, 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 provision or other 
obligation. All arbitrable matters when he Amount of Insurance is $1,000,000 
or less shall be arbitrated at the option of either the Company or the 
insured. All arbitratable matter when the Amount of Insurance is in excess of 
$1,000,000 shall be arbitrated


<PAGE>


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 is made 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 to award attorneys' fees to a prevailing party. Judgment upon 
the award rendered by the Arbitrator(s) may be entered into 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.


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

                            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:


<PAGE>


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


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


<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

________________________________________________________________________________


1.  Name of Insured:

            J. MacDonald Burkhart

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

               fee simple

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

               J. MacDonald Burkhart

4.  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.


<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)


<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 unreliable 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)


<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:

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


<PAGE>


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 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.


<PAGE>


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, 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.

<PAGE>


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.










<PAGE>


                                        EXHIBIT 2

                                       CTE CONTRACT





<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.  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


<PAGE>


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.

     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.


<PAGE>


          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.

          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.


<PAGE>


     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.

     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 Producerj Personnel.  Producer shall provide evidence satisfactory to
Theater that


<PAGE>


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.

     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.<PAGE>

     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.


<PAGE>


          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.

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