<EX-2>
 
                    ASSET PURCHASE AGREEMENT

      THIS  AGREEMENT is made as of September 30,  1997,  between
LAKESHORE  HOTELS,  LTD.,  a  Louisiana  limited  partnership  in
commendam ("Seller"), and PLAYERS INTERNATIONAL, INC.,  a  Nevada
corporation, its designees or assignees ("Purchaser").

                        R E C I T A L S

      A.    Seller owns and operates or causes to be operated  on
its  behalf a hotel and related facilities and amenities in  Lake
Charles,  Calcasieu  Parish,  Louisiana  commonly  known  as  the
"Holiday Inn Lake Charles" (the "Hotel").  The business of Seller
as  described in the preceding sentence is referred to herein  as
the "Business."

     B.     Seller desires to sell to Purchaser substantially all
of  Seller's  assets,  and  Purchaser desires  to  purchase  said
assets,  all on the terms and subject to the conditions contained
in this Agreement.

                      A G R E E M E N T S

      Therefore, for good and valuable consideration, the receipt
and  sufficiency  of which are hereby mutually acknowledged,  the
parties agree as follows:

                           ARTICLE I

                  Purchase and Sale of Assets

      1.1     Agreement to Purchase and Sell.  On the  terms  and
subject  to the conditions contained in this Agreement, Purchaser
agrees  to  purchase from Seller, and Seller agrees  to  sell  to
Purchaser, all of the assets, properties, rights and business  as
a going concern, of whatever kind or nature and wherever situated
and  located and whether reflected on Seller's books and  records
or  previously  written-off or otherwise not  shown  on  Seller's
books  and records, of Seller (other than the items set forth  in
Section  1.3  (the  "Excluded Assets")).   All  of  said  assets,
properties, rights and business (other than the Excluded  Assets)
are  collectively referred to in this Agreement as the "Purchased
Assets."

      1.2  Enumeration of Purchased Assets.  The Purchased Assets
include, without limitation, the following items:

           (a)  all inventory, including, without limitation, raw
     materials,  work in process, finished goods,  service  parts
     and supplies, as well as food and beverage stocks, gift shop
     inventory and other merchandise held for sale or use in  the
     operation of the Business (collectively, the "Inventory");

           (b)   all  furniture, furnishings, fixtures,  systems,
     equipment    (including   office   equipment),    machinery,
     appliances,  parts, computer hardware, tools,  signs,  motor
     vehicles, utensils, tableware, china, glassware, silverware,
     linens,  uniforms,  works  of art,  disposables,  materials,
     supplies  and  all other tangible personal  property  (other
     than  the  Inventory), together with any and all  warranties
     thereon (collectively, the "Equipment");

           (c)   that certain real property described in Schedule
     1.2(c)  hereof  and all appurtenances, easements  and  other
     rights   with  respect  thereto  and  buildings  and   other
     improvements   thereon  or  relating  thereto   (the   "Real
     Estate");

           (d)   all  leasehold  interests in  personal  property
     leased to Seller, to the extent (and only to the extent) the
     subject  lease has been reviewed and accepted in writing  by
     Purchaser,  in  its sole discretion, prior  to  Closing  (as
     herein defined) (the "Leased Personalty");

           (e)   all  claims  and  rights (and  benefits  arising
     therefrom)   with   or   against  all  persons   whomsoever,
     including,   without   limitation,   all   rights    against
     manufacturers,    distributors   and/or   suppliers    under
     warranties  covering  any of the Purchased  Assets  and  all
     licenses,  permits and approvals relating  to  the  Business
     and/or  any  of  the  Purchased Assets (the  "Permits")  and
     Environmental  Permits (as herein defined),  to  the  extent
     they are legally transferable by Seller;

           (f)   all  intellectual  property  rights,  including,
     without   limitation,  patents  and  applications  therefor,
     know-how,  unpatented  inventions,  trade  secrets,   secret
     formulas,  business  and  marketing  plans,  copyrights  and
     applications therefor, trademarks and applications therefor,
     service  marks  and applications therefor, trade  names  and
     applications  therefor, trade dress, and names  and  slogans
     used  by  Seller (including, without limitation,  the  names
     "Holiday  Inn  Lake  Charles,"  "Charley's,"  "Bayou  Cafe,"
     "Levee   Bar"  and  "Riverboat  Magic"),  and  all  goodwill
     associated with such intellectual property rights;

           (g)   all contracts, leases and concession agreements,
     license agreements, distribution agreements, maintenance  or
     other   service  agreements,  supply  agreements,   computer
     software agreements and technical service agreements, to the
     extent (and only to the extent) copies of the same have been
     reviewed  and accepted in writing by Purchaser, in its  sole
     discretion, prior to Closing;

            (h)    all  customer  lists,  customer  records   and
     information;

           (i)  all Seller's right, title and interest in and  to
     any intangible personal property owned by Seller and used in
     the  ownership or operation of the Business or  any  of  the
     assets  and properties described in this Section 1.2, except
     for those items specifically excepted or excluded therefrom;

          (j)  all computer software, including all documentation
     and source codes with respect to such software, and licenses
     and  leases  of  software to the extent  (and  only  to  the
     extent) such software license agreements and/or leases  have
     been  reviewed and accepted in writing by Purchaser, in  its
     sole discretion, prior to Closing;

           (k)   all  sales and promotional materials, catalogues
     and advertising literature;

          (l)  all telephone numbers of Seller;

           (m)   all books and records, in whatever medium Seller
     uses,  including,  without limitation, blueprints,  surveys,
     drawings  and  other  technical papers, and  other  records,
     ledgers,  and  books of original entry,  and  all  insurance
     records and OSHA and EPA files,  relating to the Business or
     any of the assets described herein;

           (n)   All  conference,  convention  and  banquet  room
     advance reservations, bookings, contracts and deposits,  and
     guest room reservations and deposits (the foregoing adjusted
     as provided in Section 3.7(f) hereof);

           (o)  All leases, concessions and other agreements with
     tenants  or  operators for occupancy of any portion  of  the
     Real  Estate,  to the extent (and only to the  extent)  that
     such leases or agreements have been reviewed and accepted in
     writing  by  Purchaser,  in its sole  discretion,  prior  to
     Closing;  and

           (p)  All other properties and assets of Seller used or
     usable  in  the operation of the Business, except for  those
     Excluded Assets described in Section 1.3 hereof.

Purchaser's  election  to accept any of  the  leases,  contracts,
licenses, agreements or other items described in subsections (d),
(g),  (j)  or  (o)  hereof shall be made, if at all,  by  written
notice  to  Seller  before the end of the Inspection  Period  (as
herein  defined); provided that Purchaser must  have  received  a
copy   or   (if  copies  are  not  available)  detailed   written
description thereof at least thirty (30) days prior to such date.
Purchaser  shall  not assume nor be deemed to  have  assumed  any
liability  or  obligation  with respect  to  any  such  item  not
affirmatively  accepted  as  provided  above.   If  any  of   the
Purchased  Assets are subject to an agreement, lease or  contract
not  disclosed  to  Purchaser either by delivery  of  a  copy  or
detailed  description,  as  listed  in  Section  4.3(k)  of   the
Disclosure  Schedule attached hereto, then Purchaser  shall  take
such   Purchased   Asset(s)  free  and  clear  of   the   subject
agreement(s),  and Seller hereby indemnifies and agrees  to  hold
Purchaser harmless from loss, cost, claim or expense under, as  a
result  of,  or  in  connection  with  the  existence  of,   such
undisclosed lease(s), contract(s) or agreement(s).  The foregoing
indemnity is in addition to and not in lieu of Seller's indemnity
obligation  under  Section 8.2 hereof, but shall  nonetheless  be
governed  by  the provisions of Sections 8.1, 8.4,  8.5  and  8.6
hereof.

     1.3  Excluded Assets.  Notwithstanding Sections 1.1 and 1.2,
the  Purchased Assets shall not include the following  assets  of
Seller (the "Excluded Assets"):

           (a)   all cash on hand and in banks, cash equivalents,
     and investments;

           (b)   claims  (and benefits to the extent  they  arise
     therefrom)  and rights against third parties to  the  extent
     such claims and litigation are not in any way related to the
     Purchased  Assets  or  the Assumed  Liabilities  (as  herein
     defined), and claims (and benefits to the extent they  arise
     therefrom)  that relate to Excluded Liabilities  (as  herein
     defined);

           (c)   Seller's  organizational documents,  income  tax
     returns, checkbooks and canceled checks;

            (d)    all   leases,  contracts,  agreements   and/or
     obligations not accepted by Purchaser as contemplated  under
     Sections 1.2(d), (g), (j) and (o) hereof;

           (e)   all  guest  ledger receivables,  trade  accounts
     receivable,  notes  receivable, negotiable  instruments  and
     chattel paper (collectively, the "Accounts Receivable");

           (f)   all insurance policies of Seller, and any rights
     to  premium  refunds due with respect to such  policies,  in
     each case unless otherwise specifically agreed in writing by
     Seller and Purchaser; and

          (g)  the assets, if any, described on Schedule 1.3(g).

     1.4  Quality of Title.

           (a)  Good and marketable title to all of the Purchased
Assets  shall be sold to Purchaser free and clear of  any  liens,
encumbrances or security interests for money owed, and  free  and
clear   of   any   other  title  claims,  encumbrances,   rights,
restrictions, contract rights or interests whatsoever, except for
those title matters specified in Schedule 1.4(a), attached hereto
and   by   this   reference  made  a  part   hereof   ("Permitted
Exceptions").

           (b)   With respect to the Real Estate, title shall  be
good  and  marketable  and insurable at  regular  rates  with  no
exceptions  other than Permitted Exceptions by Purchaser's  title
insuror, on the current ALTA Owner's Title Policy.   Title to all
personal property comprising the Purchased Assets shall  be  free
and  clear  of  liens, restrictions and encumbrances  other  than
Permitted Exceptions.

           (c)   Seller shall take all reasonable steps to convey
to  Purchaser at Closing the quality of title required hereunder,
including without limitation, use of the net proceeds of  Closing
to  satisfy outstanding liens, interests or encumbrances,  or  to
secure  the  termination of other title defects.   Provided  such
title  defects  are so satisfied and discharged at  Closing,  the
existence thereof immediately before Closing shall not constitute
a  title defect sufficient to entitle Purchaser to avoid Closing.
Purchaser  shall  provide a copy of its title  survey  to  Seller
promptly  after  receipt thereof.  If Seller reasonably  believes
that  Purchaser's title survey is inaccurate, it may, by  written
notice  to  Seller within seven (7) days after  receipt  of  such
title  survey  from  Purchaser, require Purchaser's  surveyor  to
verify Purchaser's title survey.

           (d)  If on the date of Closing the Real Estate or  any
portion  shall  have  been  affected  by  a  municipal  or  other
assessment or assessments, which have been assessed prior to  the
date  of  Closing, or of which the first installment  is  then  a
charge  or lien, or has been paid, then for all purposes of  this
Agreement   all  unpaid  installments  of  any  such  assessment,
including those payable after Closing, shall be deemed to be  due
and payable and shall constitute liens upon the Real Estate as of
Closing,  and  Seller shall pay, or provide for payment  of,  all
such  assessments  and  installments  thereof,  whether  due  and
payable prior to or after the date of Closing.  Seller shall,  if
necessary,  employ the proceeds of Closing to  satisfy  any  such
assessment(s).

           (e)   Title to the Purchased Assets shall be  conveyed
from Seller to Purchaser at Closing by general warranty deed  for
the  Real Estate, general warranty bill of sale for any Purchased
Assets  which  are  tangible personal  property  and  by  general
warranty   assignment  for  any  Purchased   Assets   which   are
intangibles,  in  each  case in proper  form  for  recording,  if
appropriate,  and duly executed and acknowledged by  Seller.   If
Purchaser  causes  a survey to be made, the description  in  such
deed  shall be based upon the survey.  Actual possession  of  the
Purchased Assets shall be delivered to Purchaser on the  date  of
Closing,  subject  only to the rights of occupancy  of  transient
guests  holding  advance  reservations and  tenants  pursuant  to
written leases disclosed to and approved by Purchaser as provided
herein.

           (f)  Without limiting the generality or effect of  the
other  provisions of this Section 1.4, Seller agrees specifically
to  obtain  and  deliver to Purchaser prior to  Closing  a  valid
release  and  termination of all rights of Jackpot Novelty,  Inc.
under  all  agreements  between that entity  and  Seller  or  its
Affiliate(s),  including without limitation,  that  certain  Coin
Operated Machine and Space Lease dated January 22, 1992.

      1.5  Right to Market.  Purchaser acknowledges that, between
the  date  hereof  and  the  end of  the  Inspection  Period  (as
hereinafter  defined),  Hodges  Ward  Elliott,  Inc.   ("Seller's
Agent") will continue for Seller's benefit to market the Business
and  the  Purchased  Assets for sale to  third  parties.   Unless
Purchaser   elects  to  terminate  this  Agreement   during   the
Inspection Period (as hereinafter defined) as provided in Section
5.5  hereof, such right to market the Business and/or any of  the
Purchased   Assets   shall  automatically  terminate   upon   the
expiration of the Inspection Period and be of no force or effect.
Purchaser  may,  as a result of such marketing  efforts,  receive
offers    to    purchase   the   Purchased   Assets.     However,
notwithstanding  the marketing right described  in  this  Section
1.5,  Seller shall have no right whatsoever, whether directly  or
through  its  agents  or  Affiliates  (as  herein  defined),   to
negotiate  such offers, or to enter into any agreement, contract,
letter  of  intent or other arrangement for the sale of  Seller's
Business  and/or  any of the Purchased Assets, unless  and  until
Purchaser   terminates  this  Agreement  or  this  Agreement   is
terminated as a result of Purchaser's default hereunder.

      1.6   Affiliate  Lease;  Related Party  Contracts.   Seller
currently  leases certain of the Equipment and other assets  from
Ted  W.  Price, Jr., Ted W. Price, Sr., Robert W. Price, Sr.  and
Robert  W. Price, Jr. , individuals who are also the sole general
partners of the Seller (the "Individuals"), pursuant to a certain
Furniture,  Fixtures and Equipment Lease dated as of  October  1,
1990  (the "Affiliate Lease").  At or prior to Closing hereunder,
Seller and the Individuals shall cause the Affiliate Lease to  be
terminated, and all of the Equipment and other assets now subject
to the Affiliate Lease to be conveyed to Seller, such that Seller
can  deliver  to Purchaser good and marketable title  thereto  at
Closing,  as  contemplated under this Agreement.  The Individuals
covenant,  represent and warrant to Purchaser that the  terms  of
such  termination  and conveyance shall not  prohibit  or  impair
Seller's  ability  to  perform its  obligations  hereunder.   The
Individuals  will  cause  any other contracts,  leases  or  other
agreements between Seller and its Affiliates to be terminated  at
or  prior to Closing, such that Purchaser shall have no liability
or  obligation  thereunder.  The Individuals have joined  in  the
execution   of  this  Agreement  to  evidence  their   agreements
hereunder.


                           ARTICLE II

                    Assumption of Liabilities

     2.1    Agreement to Assume.  At the Closing, Purchaser shall
assume and agree to discharge and perform when due, and indemnify
and   defend   Seller  against  loss  or  liability  for,   those
liabilities of Seller (and only those liabilities of Seller) that
are  enumerated in Section 2.2 (the "Assumed Liabilities").   All
claims  against  and liabilities and obligations  of  Seller  not
specifically  assumed  by  Purchaser  pursuant  to  Section  2.2,
including,  without  limitation, the  liabilities  enumerated  in
Section  2.3,  are collectively referred to herein  as  "Excluded
Liabilities."  Seller shall promptly pay and discharge when  due,
and  indemnify and defend Purchaser against, all of the  Excluded
Liabilities.

      2.2     Description  of Assumed Liabilities.   The  Assumed
Liabilities  shall  consist  of  the  following,  and  only   the
following, liabilities of Seller:

             (a)      liabilities  of Seller  under  any  written
     purchase order; sales order; lease; service, supply or other
     agreement or commitment of any kind by which Seller is bound
     on  the  Closing  Date (as herein defined), which  was  made
     prior  to  Closing in the ordinary course  of  business  and
     which Purchaser has reviewed and accepted in accordance with
     the  provisions of Sections 1.2(d), (g), (j) and (o) hereof,
     in  each case only to the extent such liabilities accrue and
     relate to performance after the Closing Date;

             (b)      liabilities of Seller under any Permits  or
     Environmental Permits with respect to the Business or any of
     the  Purchased  Assets, which were issued to Seller  in  the
     ordinary  course of business prior to the Closing  Date  and
     which  are assigned or transferred to Purchaser pursuant  to
     the provisions hereof, to the extent such liabilities relate
     to performance after the Closing Date;  and

            (c)  liabilities and obligations of Seller  under  or
     with respect to any marketing and groups sales arrangements,
     and   guest   rooms,  banquet,  conference   or   convention
     reservations,  bookings, contracts  or  similar  commitments
     incurred or made in the ordinary course of Seller's business
     and  existing as of the Closing Date, to the extent the same
     relate to performance or guests' presence at the Hotel after
     the Closing Date.

      2.3     Excluded  Liabilities.   Without  implication  that
Purchaser  is  assuming any liability not expressly  excluded  by
this  Section  2.3  and  without  implication  that  any  of  the
following  would  constitute  Assumed  Liabilities  but  for  the
provisions of this Section 2.3, the following claims against  and
liabilities  of Seller are excluded and shall not be  assumed  or
discharged by Purchaser:

             (a)      trade or other accounts payable as  of  the
     Closing   Date,  of  any  type  or  nature  (the   "Accounts
     Payable");

             (b)     any liabilities for legal, accounting, audit
     and  investment banking fees, brokerage commissions, and any
     other  expenses  incurred by Seller in connection  with  the
     negotiation and preparation of this Agreement and  the  sale
     of the Purchased Assets to Purchaser;

             (c)     any liabilities of Seller for Federal, state
     or local taxes;

             (d)     any liability for or related to indebtedness
     of  Seller  to  banks,  financial institutions,  securities-
     holders  or  other  persons or entities  (or  their  agents,
     trustees,  or  representatives)  with  respect  to  borrowed
     money;

             (e)     any liabilities of Seller to the extent that
     their  existence or magnitude constitutes or  results  in  a
     breach  of  a representation, warranty or covenant  made  by
     Seller   to  Purchaser  herein,  or  makes  the  information
     contained   in  any  Schedule  attached  hereto,  materially
     incorrect;

            (f)     any liabilities of Seller under those leases,
     contracts,   insurance  policies,  sales  orders,   purchase
     orders,  service or supply agreements, commitments or  other
     obligations,  which  are not accepted  by  and  assigned  to
     Purchaser  in  accordance with the  provisions  of  Sections
     1.2(d), (g), (j) and (o) of this Agreement;

             (g)      any  liabilities of Seller under collective
     bargaining agreements pertaining to employees of Seller; any
     liabilities of Seller to pay severance benefits to employees
     of  Seller  whose  employment is  terminated  prior  to  the
     Closing Date or in connection with the sale of the Purchased
     Assets  pursuant to the provisions hereof; or any  liability
     under  ERISA  (as  herein defined) or any Federal  or  state
     civil  rights or similar law, resulting from the termination
     of employment of employees;

              (h)       liabilities  for  returns,   refunds   or
     allowances  arising  out  of or  with  respect  to  customer
     complaints  or disputes which accrued (i.e., were  based  on
     goods  or  services  provided) prior to  the  Closing  Date,
     whether required by a governmental body or otherwise;

             (i)      any claims against or liabilities of Seller
     for  injury  to  or  death  of  persons  or  damage  to   or
     destruction of property (including, without limitation,  any
     worker's  compensation claim) regardless of when said  claim
     or liability is asserted, including, without limitation, any
     claim or liability for consequential or punitive damages  in
     connection with the foregoing;

            (j)     any liabilities under or for contributions to
     any employee benefit plans, including multi-employer pension
     plans  (each  as  defined in the Employee Retirement  Income
     Security  Act  of 1974, as amended ("ERISA")) or  under  any
     other  employee  welfare or benefit plans  to  which  Seller
     contributes on behalf of any employees, or with  respect  to
     any health,  medical, dental, or disability benefits for any
     of Seller's employees;

             (k)     any liabilities (whether asserted before  or
     after  Closing)  for  or  arising  in  connection  with  any
     misfeasance  or malfeasance of Seller or its agents  in  the
     conduct  of the Business, or any breach of a representation,
     warranty, or covenant, or for any claim for indemnification,
     contained  in  any Permit or contract, agreement,  lease  or
     commitment  referred to in Section 2.2 hereof to the  extent
     that  such  liability, breach or claim arose out  of  or  by
     virtue  of Seller's performance or nonperformance thereunder
     on  or  prior to the Closing Date, it being understood that,
     as  between Seller and Purchaser, this paragraph  (k)  shall
     apply  notwithstanding any provisions which may be contained
     in  any  form  of  consent  to the assignment  of  any  such
     contract  or document, or any novation agreement, which,  by
     its terms, imposes such liabilities upon Purchaser and which
     assignment  or novation agreement is accepted  by  Purchaser
     notwithstanding the presence of such a provision,  and  that
     Seller's  failure  to  discharge any  such  liability  shall
     entitle Purchaser to indemnification in accordance with  the
     provisions of Article VIII hereof;

              (l)      any  liabilities  of  Seller  incurred  in
     connection  with  the  transfer  of  the  Purchased   Assets
     hereunder, including without limitation, and Federal,  state
     or local income, transfer or other tax;

              (m)        any  liabilities  under  any  employment
     contracts  with any of Seller's employees, or for  salaries,
     wages,   bonuses,  vacation  pay,  incentive   compensation,
     severance pay or other compensation which are otherwise owed
     to employees of Seller, accrued prior to the Closing Date;

              (n)      any  liabilities  arising  out  of  or  in
     connection  with  any violation by Seller of  a  statute  or
     governmental rule, regulation or directive;

             (o)   any liability of Seller under or in connection
     with  any  litigation to which Seller is  or  may  hereafter
     become a party;

              (p)       any   liabilities  to  any  of   Seller's
     Affiliates,  including  without limitation,  any  management
     agreement(s)  with respect to the Business  or  any  portion
     thereof; and

              (q)       without   limitation  by   the   specific
     enumeration of the foregoing, any liabilities not  expressly
     assumed  by Purchaser pursuant to the provisions of  Section
     2.2.

      2.4     No Expansion of Third Party Rights.  The assumption
by  Purchaser  of the Assumed Liabilities shall  not  expand  the
rights or remedies of any third party against Purchaser or Seller
as  compared  to the rights and remedies which such  third  party
would  have  had  against Seller had Purchaser  not  assumed  the
Assumed  Liabilities.   Without limiting the  generality  of  the
preceding  sentence, the assumption by Purchaser of  the  Assumed
Liabilities shall not create any third party beneficiary  rights.
Purchaser  does not assume any liability which may  arise  or  be
created  in  favor  of  any third party, by  virtue  of  Seller's
execution, delivery and/or performance of this Agreement.

     2.5    No Liability Before Closing.  Although certain of the
Assumed  Liabilities  may  have been created  prior  to  Closing,
Purchaser  is not assuming any liability whatsoever that  accrued
or  relates  to periods prior to Closing hereunder.  Specifically
(but  without limiting the foregoing), with respect to contracts,
leases,  agreements or other obligations accepted by and assigned
to  Purchaser  under Sections 1.2(d), (g), (j)  and  (o)  hereof,
Purchaser shall assume only such liability thereunder as  accrues
or  relates  to periods after Closing hereunder.  All liabilities
accrued  or relating to periods prior to Closing hereunder  shall
constitute   Excluded  Liabilities.   Where  needed,  appropriate
adjustments  and apportionments shall be made under  Section  3.7
hereof to effectuate the foregoing.


                           ARTICLE III

          Purchase Price, Manner of Payment and Closing

     3.1  Purchase Price.

           (a)   The  purchase price to be paid by  Purchaser  to
Seller  for the Purchased Assets (the "Purchase Price") shall  be
$18,500,000, plus or minus prorations and adjustments as provided
herein.    Purchaser  shall  also  be  liable  for  the   Assumed
Liabilities, and for certain "Holiday Inn Costs," as  hereinafter
defined.

           (b)   At  11:00  p.m.  on the day before  the  Closing
(whether  or  not  a business day), Purchaser  and  Seller  shall
jointly   conduct   a  physical  inventory  count   of   Seller's
Consumables On-Hand (as herein defined).  The Consumables On-Hand
so  counted  shall be valued, on an item-by-item  basis,  at  the
lower  of the actual cost thereof (using the average cost method)
or  market  value  thereof, as of the date of  such  count.   The
aggregate total value so computed shall be referred to herein  as
the "Inventory Value".  "Consumables On-Hand" shall mean Seller's
entire inventory of unopened food and beverage stocks, and  other
items  which  are  perishable, are consumed  or  are  customarily
disposed  of  after  single use; provided, however,  that  opened
perishables,  obsolete  inventories, and  inventories  which  are
unsalable or unusable in the ordinary course of business shall be
valued at net realizable value.  At Closing, Purchaser shall  pay
to  Seller, in addition to the Purchase Price, an amount equal to
the Inventory Value.

       3.2    Time   and  Place  of  Closing.   The   transaction
contemplated   by  this  Agreement  shall  be  consummated   (the
"Closing")  at  10:00 a.m. at the offices of Stockwell,  Sievert,
Shaddock  &  Viccellio,  One  Lakeside  Plaza,  4th  Floor,  Lake
Charles,  Louisiana 70601 on  December 2, 1997 or on  such  other
date, or at such other time or place, as shall be mutually agreed
upon by Seller and Purchaser.  Notwithstanding the foregoing,  if
either  party is unable, despite such party's good faith efforts,
to  complete Closing by such date and time, then such  party  may
extend  the  date for Closing to December 17, 1997, upon  written
notice  to the other party hereunder, on or prior to the original
date  for  Closing.  The foregoing extension right  is  available
only  with respect to the originally scheduled Closing,  and  any
further  extension of the date for Closing may only be made  upon
the mutual agreement of the parties.  The date (or extended date,
if applicable) on which the Closing occurs in accordance with the
preceding  sentences,  is referred to in this  Agreement  as  the
"Closing  Date."  The Closing shall be deemed to be effective  as
of 12:01 a.m. on the Closing Date at Lake Charles, Louisiana.

     3.3  Manner of Payment of the Purchase Price.

          (a)  At the Closing, Purchaser shall assume the Assumed
     Liabilities  and  shall  pay  the  Purchase  Price  and  the
     Inventory Value to Seller, by wire transfer to such  account
     as  Seller  shall designate by written notice  delivered  to
     Purchaser  not later than three (3) business days  prior  to
     the Closing Date.

          (b)  Purchaser has previously deposited with Stockwell,
     Sievert,  Shaddock  & Viccellio, LLP, as Agent  for  Chicago
     Title Insurance Company (the "Escrow Holder"), to be held in
     an  interest-bearing account: (i) the sum of  $500,000  (the
     "Primary  Deposit");  and  (ii)  the  sum  of  $50,000  (the
     "Additional Deposit;" the Primary Deposit and the Additional
     Deposit  are  sometimes referred to collectively hereinafter
     as  the "Deposit Monies").  The Deposit Monies shall be held
     in  escrow  pending Closing hereunder.  The Primary  Deposit
     shall  be  refunded to Purchaser, with interest thereon,  at
     Purchaser's request at any time during the Inspection Period
     (as  hereinafter  defined)  in connection  with  Purchaser's
     termination of this Agreement under Section 5.5 hereof, upon
     notice   by  Purchaser  to  the  Escrow  Holder   given   in
     Purchaser's sole and absolute discretion.  After  expiration
     of  the Inspection Period, the Primary Deposit shall only be
     refunded  to  Purchaser on default by  Seller  hereunder  or
     failure  of any of the conditions to Purchaser's obligations
     under  Section  6.2  hereof by the date specified  therefor.
     The  Additional Deposit shall only be refunded to  Purchaser
     (x)  on  default  by  Seller, or (y)  if  the  condition  on
     Purchaser's  obligations regarding  Purchaser's  ability  to
     obtain  financing is not satisfied as provided under Section
     6.2(h) hereof, or (z) if the condition regarding Holiday Inn
     franchise  matters  under  Section  6.2(i)  hereof  is   not
     satisfied.   All  of  the  Deposit  Monies,  plus   interest
     thereon,  shall  also  be  returned  to  Purchaser  if  this
     Agreement is terminated because of a casualty under  Section
     6.3(a) hereof, or a taking under Section 6.4 hereof.

           (c)  Subject to refund in the case of Seller's default
     hereunder   or   failure   of  conditions   on   Purchaser's
     obligations  as  provided in subsection  (b)  hereof,  after
     expiration  of  the  Inspection Period, the  Deposit  Monies
     shall  become  non-refundable and shall  serve  as  Seller's
     liquidated damages under Section 9.2 hereof, in the event of
     Purchaser's default.

           (d)   At the Closing, Purchaser shall receive a credit
     against the Purchase Price in an amount equal to the  amount
     of the Deposit Monies, plus interest accrued thereon.

           (e)  Escrow Holder shall deposit the Deposit Monies in
     a   federally-insured  account  (subject  to  the   coverage
     limitations   on  such  federal  insurance).    Seller   and
     Purchaser   agree  that  Escrow  Holder  is  acting   as   a
     stakeholder only for the convenience and at the  request  of
     Purchaser and Seller, and Escrow Holder shall be responsible
     only  for  the  safekeeping and proper  disposition  of  the
     Deposit  Monies  in  accordance  with  the  terms  of   this
     Agreement.   In  taking any action hereunder, Escrow  Holder
     shall be entitled to rely upon any written notice, paper, or
     other  document from Seller or Purchaser, and Escrow  Holder
     shall not be required to seek or obtain verification of  the
     authenticity or proper authorization of such written notice,
     paper,  or other document.  In no event shall Escrow  Holder
     be  liable  for any act performed or omitted to be performed
     by  it  hereunder  in  the absence of  gross  negligence  or
     willful  misconduct.  In the event of a controversy  between
     Seller  and  Purchaser as to the disposition of  the  Escrow
     Monies,  Escrow  Holder  shall be entitled  to  deliver  the
     Escrow   Monies  to  the  clerk  of  a  court  of  competent
     jurisdiction  in  an interpleader action,  whereupon  Escrow
     Holder   shall  be  relieved  of  any  further   duties   or
     obligations  regarding  the  Escrow  Monies.    Seller   and
     Purchaser agree to indemnify, defend and hold Escrow  Holder
     harmless from and against any loss, cost or expense  arising
     out  of  or related to the Escrow Monies not resulting  from
     Escrow  Holder's  gross  negligence or  willful  misconduct.
     Seller acknowledges and agrees that Escrow Holder is and has
     been counsel to Purchaser in connection with the preparation
     of  this  Agreement  and otherwise.   Seller  and  Purchaser
     hereby agree that to the extent that Escrow Holder's serving
     as the holder of the Deposit Monies may create a conflict of
     interest  or  an appearance of a conflict of  interest,  any
     such  conflict  of interest is hereby waived.   Seller  also
     acknowledges and agrees that Escrow Holder serving as escrow
     holder shall in no manner whatsoever disqualify or be  cause
     for  disqualification of Escrow Holder with respect  to  the
     current or future representation of Purchaser arising out of
     or  involving  any matter or issue relating to  the  Deposit
     Monies  or  this  Agreement or otherwise;  it  being  hereby
     understood  and  agreed that Purchaser will continue  to  be
     represented  by  Escrow  Holder  in  connection   with   the
     foregoing matters.

      3.4  Closing Deliveries.  At the Closing, the parties shall
execute and deliver such bills of sale, assignments, documents of
title,  assumption  agreements, closing  certificates,  searches,
title  insurance policies and other documents as  are  reasonably
required  in  order  to  effectuate  the  consummation   of   the
transaction  contemplated hereby.  All documents to be  delivered
by a party shall be in form and substance reasonably satisfactory
to the other party.

     3.5  Allocation of Purchase Price.  The Purchase Price shall
be  allocated  among the Purchased Assets by  Purchaser,  in  the
manner  required by Section 1060 of the Internal Revenue Code  of
1986,  as  amended,  and in a manner approved  by  Seller,  which
approval  shall  not be unreasonably withheld.   Purchaser  shall
submit   its   proposed  allocation  to  Seller  on   or   before
November 17, 1997.

     3.6  Franchise Matters.

           (a)   The Hotel is operated under a franchise  license
     agreement  dated  April 14, 1993 (the "Existing  Agreement")
     between Seller and Holiday Inns Franchising, Inc.  ("Holiday
     Inns").  Seller and Purchaser each hereby agrees to use  its
     commercially reasonable good faith efforts to  cause  a  new
     Holiday  Inn  franchise license agreement to be  awarded  to
     Purchaser  for  its  operation of  the  Business,  on  terms
     acceptable  to  Purchaser, in its sole  discretion  (a  "New
     License Agreement").  The parties acknowledge and understand
     that  one  of  the  conditions to obtaining  a  New  License
     Agreement is an agreement with Holiday Inns for a program of
     physical improvements to the Real Estate or the other assets
     used  in  the Business, as determined by Holiday Inns  after
     its inspection of the Purchased Assets and as designated  by
     Holiday  Inns  as a "Product Improvement Plan" (hereinafter,
     "PIP").    Purchaser  agrees  that  it   shall   be   solely
     responsible  for  all costs of determining and  implementing
     such  PIP  as determined by Holiday Inns, and for all  other
     costs  associated  with  the  obtaining  of  a  New  License
     Agreement,   including  up-front  fees,  inspection   costs,
     franchise  fees,  costs  of  termination  of  the   Existing
     Agreement  (and  the  associated  release  of  Seller   from
     liability   thereunder)  (collectively,  the  "Holiday   Inn
     Costs").   Notwithstanding the foregoing, Purchaser's  total
     liability for all Holiday Inn Costs shall not exceed, in the
     aggregate,  the  sum  of One Million Five  Hundred  Thousand
     Dollars  ($1,500,000.00).  If such aggregate  total  of  the
     actual  or reasonably anticipated Holiday Inn Costs  exceeds
     or   is   reasonably   expected  by  Purchaser   to   exceed
     $1,500,000.00,  then Purchaser may, in its sole  discretion,
     elect  to  terminate  this Agreement by  written  notice  to
     Seller  prior to Closing, in which event all Deposit Monies,
     together  with  any interest thereon, shall  be  immediately
     returned  to  Purchaser, and thereupon neither  party  shall
     have any obligation to the other hereunder.

           (b)   Purchaser hereby acknowledges that the  Existing
     Agreement  is  not, by its terms, assignable  to  Purchaser.
     Purchaser  acknowledges further that the Existing  Agreement
     provides    for   a   termination   fee   of   approximately
     $1,800,000.00  in  the  event  the  Existing  Agreement   is
     terminated  without the awarding of a New License  Agreement
     with  respect to the Business (the "Termination  Fee").   If
     Purchaser elects to complete Closing hereunder, but does not
     pursue  the New License Agreement, Purchaser shall be solely
     responsible for the Termination Fee.  The parties agree that
     Purchaser's  obligation to pay the  Termination  Fee  if  it
     completes Closing hereunder but elects not to pursue  a  New
     License Agreement, shall not be taken into consideration  in
     calculating the total Holiday Inn Costs under subsection (a)
     hereof,  or  Purchaser's costs of making Closing  hereunder.
     Purchaser shall not be liable for payment of the Termination
     Fee  if  Purchaser  does  not  complete  Closing  hereunder,
     unless:  (i)  Closing does not occur because of  Purchaser's
     default  hereunder; (ii) Seller has not defaulted hereunder;
     and    (iii)    the   Termination   Fee   becomes    payable
     (notwithstanding that Seller continues to  own  and  operate
     the Business) because of an act of Purchaser.

           (c)   Purchaser  shall have the  right,  in  its  sole
     discretion, to contest such Termination Fee, or  the  amount
     thereof,  so  long  as Purchaser posts as security  for  the
     ultimate payment thereof, to the extent necessary,  for  the
     benefit of Seller (and any other parties obligated under the
     Existing  Agreement), cash or a letter of credit  reasonably
     acceptable to Seller in an amount equal to the amount of the
     Termination  Fee.   So  long as such security  is  provided,
     Seller shall cooperate with and not oppose Purchaser in  the
     prosecution of any such contest.

           (d)   Seller will cooperate with Purchaser and  assist
     Purchaser  as reasonably requested, in Purchaser's  dealings
     with Holiday Inns as contemplated herein.

      3.7   Adjustments and Prorations.  The benefits and burdens
of  ownership  and  operation of the Business and  the  Purchased
Assets  shall transfer from Seller to Purchaser as of the Closing
Date, such that, except as otherwise expressly set forth in  this
Agreement,  Seller shall be liable for all costs and  obligations
relating to periods prior to Closing, and Purchaser shall only be
liable  for  costs  and  obligations relating  to  periods  after
Closing.  To accomplish such transfer, the following matters  and
items  shall be apportioned between the parties hereto or,  where
appropriate, credited in total to a particular party, as of 12:01
am,  CST  on  the Closing Date (the "Cut-off Time")  as  provided
below:

           (a)   Prior Night's Room Revenue; Deposits. Each party
     shall  receive a credit equal to one-half of the  amount  of
     transient guest room rentals for the full night which begins
     on  the day immediately preceding the Closing Date.  Subject
     to  the terms hereof, Purchaser will honor, for its account,
     the terms and rates of all pre-closing reservations made  in
     the  ordinary course of business and confirmed by Seller for
     dates  on  or after the Closing Date.  Any pre-Closing  down
     payments  or  advance payments made to Seller  on  confirmed
     guest  room,  banquet, conference or convention reservations
     for  dates on or after the Closing Date will be credited  to
     Purchaser  at  the Closing.  Any post-Closing down  payments
     made  to Seller on confirmed guest room, banquet, conference
     or convention reservations for dates on or after the Closing
     Date will be forwarded to Purchaser upon receipt.

           (b)   Taxes  and Assessments.  All real  property  and
     other  ad  valorem  taxes, special or  general  assessments,
     personal property taxes, hotel room or bed taxes, water  and
     sewer rents, rates and charges, vault charges, canopy permit
     fees,  municipal  permit fees and other  municipal  charges,
     shall  be  prorated  as of the Cut-off  Time.   Any  special
     assessments with respect to the Purchased Assets or Business
     existing  at the Cut-off Time  shall be paid by  Seller  and
     any special assessments thereafter arising shall be paid  by
     Purchaser.   All business license, occupation,  sales,  use,
     withholding or similar tax, or any other taxes of  any  kind
     relating   to   the   Business  or  Purchased   Assets   and
     attributable to the period prior to the Cut-off  Time  shall
     be  paid by Seller, and all such taxes attributable  to  the
     period after the Cut-off Time shall be paid by Purchaser.

           (c)  Utility Contracts.  Telephone and telex contracts
     and contracts for the supply of heat, steam, electric power,
     gas,  lighting  and  any  other  utility  service  shall  be
     prorated  as  of the Cut-off Time, with Seller  receiving  a
     credit  for each deposit, if any, made by Seller as security
     under  any  such  public service contracts if  the  same  is
     transferable  and provided such deposit remains  on  deposit
     for  the  benefit  of  Purchaser.  Where  possible,  cut-off
     readings  will be secured for all utilities on  the  Closing
     Date.

           (d)   Contracts and Space Leases.  Any amounts prepaid
     or  payable  under  any  contracts,  agreements,  leases  of
     Equipment, other leases and occupancy agreements, and  other
     obligations that Purchaser elects in its sole discretion  to
     accept, all as provided under Sections 1.2 (d), (g), (j) and
     (o)  hereof, shall be apportioned between the parties as  of
     the Cut-off Time.  All security deposits under such accepted
     leases  or agreements shall be transferred to Purchaser  and
     all obligations with respect to such security deposits shall
     be assumed by Purchaser.

           (e)   License Fees.  Fees paid or payable for or under
     any  existing  Permits  shall  be  apportioned  between  the
     parties as of the Cut-off Time.

           (f)  Employees; Employment Contracts.  Seller shall be
     responsible for, and shall pay when due, all compensation of
     its  employees,  whether or not hired by Purchaser,  through
     the  Cut-off  Time.  Purchaser shall have no  obligation  or
     liability   for  pre-Closing  compensation  of,   or   other
     employment-related   obligations  to,  Seller's   employees.
     Purchaser  assumes no obligations of Seller with respect  to
     any  employee benefits, including without limitation accrued
     vacation  time,  severance pay, personal time,  unemployment
     and/or disability premiums or payments, and state, parish or
     federal   withholdings,   all  of   which   shall   be   the
     responsibility  of  Seller only.   Seller  shall  indemnify,
     defend  and  hold  Purchaser  harmless  from  the  foregoing
     liabiities and obligations.  Except as set forth in  Section
     10.10, below, Purchaser assumes no obligation to hire or  to
     employ after Closing, any of Seller's employees.

           (g)   Other.  Such other items as are provided for  in
     this  Agreement or as are normally prorated and adjusted  in
     the  sale  of  a  hotel, including, without limitation,  all
     deposits and prepaid items which inure to the benefit of the
     Purchaser.

            (h)   Leased  Personalty.   The  Purchase  Price  was
     determined on the assumption that all Equipment is owned  by
     Seller,  free  and clear of liens and other  interests,  and
     that  no Leased Personalty exists.  Therefore, to the extent
     any  of  the Purchased Assets are Leased Personalty, and  to
     the  extent  Purchaser elects to accept  the  subject  lease
     under  Section  1.2(d)  hereof, Purchaser  shall  receive  a
     credit  reflecting the present value of the remaining  lease
     payment  liability  for each such item of Leased  Personalty
     accepted by Purchaser hereunder.

          (i)  Cash.  All cash on hand and in registers as of the
     Cut-off Time shall be and remain the property of Seller, and
     Seller shall receive a credit for same at Closing.

      3.8  Payment.  Any net credit due to Seller as a result  of
the adjustments and prorations under Section 3.7 shall be paid to
Seller  in  cash at the time of Closing.  Any net credit  due  to
Purchaser  as  a  result of the adjustments and prorations  under
Section 3.7 shall be credited against the Purchase Price  at  the
time of Closing.

      3.9  Receivables and Payables.  Purchaser is not purchasing
any  of  the  receivables of  Seller, nor  assuming  any  of  its
payables.   Seller shall be solely responsible for the collection
of  all  its accounts receivable, and timely payment of  all  its
accounts payable.  Therefore no adjustment or proration  of  same
will be made.  If Purchaser shall receive any payment made on any
such accounts receivable, it shall promptly remit such payment to
Seller.

     3.10 Indeterminate Items.  Items of revenue or expense which
are  not  susceptible of calculation, allocation and/or proration
at  the  Cut-off  Time,  shall  be calculated,  allocated  and/or
prorated  as follows. Within five (5) days following the  Closing
Date,  Seller  and  Purchaser shall undertake in  good  faith  to
mutually  agree  upon and execute and deliver  to  each  other  a
statement  setting forth the determination of  the  items  to  be
prorated and accounted for hereunder, and the net amount due,  if
any, to either Purchaser or Seller, as the case may be, shall  be
paid  within five (5) business days following the receipt of such
statement.  If, with respect to the Closing, Purchaser and Seller
are  unable  within said five (5) day period to  agree  upon  the
appropriate  proration of or payment due for an item  of  revenue
or  expense or other item pursuant to this paragraph, then Seller
and  Purchaser  shall  employ a nationally recognized  accounting
firm  as  may  be mutually selected by Seller and  Purchaser,  as
independent  certified  public  accountants  ("Accountant"),   to
determine the amount of the proration or payment consistent  with
the provisions of this Agreement.  The Accountant shall make such
determination as promptly as possible and in no event later  than
thirty  (30) days following such engagement.  The amount  of  the
proration or payment as of the Cut-off Time as determined by  the
Accountant  shall be final and binding upon Seller and Purchaser,
each  of  whom hereby consents to the procedure herein set  forth
and waives any rights they may have or conflicting provisions  of
applicable  law.   Seller and Purchaser shall each  pay  one-half
(1/2)  of  the  Accountant's fees and expenses  for  making  such
determination.

      3.11  Withheld  Funds.     Seller acknowledges  and  agrees
that,  at the Closing,  there shall be withheld from the proceeds
of  sale  otherwise payable to Seller at the Closing the  sum  of
$85,000.00, as required under the provisions of Section 47:308 of
the   Louisiana  Revised  Statutes,  and  any  equivalent  parish
requirements.   To  the  extent any such funds  are  withheld  at
Closing,  Purchaser and Seller shall open an escrow account  with
Escrow  Holder,  and  Purchaser shall  deposit  such  funds  into
Escrow,  to  be held by Escrow Holder until such time  as  Seller
furnishes  Escrow  Holder the receipts or clearance  certificates
provided  for in said statutes (or parish requirements) that  the
applicable obligations have been paid or discharged or that funds
out of the Purchase Price sufficient for such purpose are held by
Escrow  Holder.   If  Seller  does  not  produce  such  receipts,
certificates  or evidence within 120 days after  Closing,  or  by
such  earlier date on which any lien or other claim  therefor  is
asserted  against  Purchaser  or the  Purchased  Assets  (or  any
portion  thereof),   Escrow  Holder may  pay  such  sums  to  the
appropriate authority as may be required to eliminate Purchaser's
liability under such statutes, or any encumbrance on any  of  the
Purchased  Assets for payment thereof.  Seller shall supply  such
records and tax returns as may be reasonably necessary for Escrow
Holder  to  establish the amount of such required  escrows.   The
foregoing  escrow agreement shall be in addition to, and  not  in
lieu  of, Seller's indemnification obligations under Section  8.2
of this Agreement.


                           ARTICLE IV

                 Representations and Warranties

       4.1      General   Statement.   The   parties   make   the
representations and warranties to each other which are set  forth
in  this  Article IV, each of which shall be correct and complete
as  of  the  date  hereof and as of the Closing Date.   All  such
representations  and  warranties  and  all  representations   and
warranties which are set forth elsewhere in this Agreement and in
any financial statement, exhibit or document delivered by a party
hereto  to  the  other  party pursuant to  this  Agreement  shall
survive the Closing (and none shall merge into any instrument  of
conveyance),  regardless  of  any  investigation   or   lack   of
investigation  by  any  of the parties  to  this  Agreement.   No
specific representation or warranty shall limit the generality or
applicability of a more general representation or warranty.   All
representations and warranties of Seller are made subject to  the
exceptions which are noted in the schedule delivered by Seller to
Purchaser concurrently herewith and identified by the parties  as
the   "Disclosure  Schedule."   All  exceptions  noted   in   the
Disclosure  Schedule  shall  be numbered  to  correspond  to  the
applicable  paragraph  of  Section 4.3 to  which  such  exception
refers.

       4.2      Purchaser's   Representations   and   Warranties.
Purchaser represents and warrants to Seller that, to the best  of
Purchaser's knowledge:

             (a)      Purchaser is a corporation duly  organized,
     validly existing and in good standing, under the laws of the
     State of Nevada.

             (b)      Purchaser  has  full  corporate  power  and
     authority to enter into and perform under (x) this Agreement
     and  (y)  all  documents and instruments to be  executed  by
     Purchaser   pursuant   to   this  Agreement   (collectively,
     "Purchaser's  Ancillary  Documents").   This  Agreement  has
     been,  and  Purchaser's Ancillary Documents  will  be,  duly
     executed  and  delivered  by  duly  authorized  officers  of
     Purchaser.   This Agreement constitutes a valid and  legally
     binding   obligation   of  Purchaser,  enforceable   against
     Purchaser in accordance with its terms (except to the extent
     that  enforcement  may  be  affected  by  laws  relating  to
     bankruptcy, reorganization, insolvency and creditors' rights
     and  by  the  availability  of injunctive  relief,  specific
     performance and other equitable remedies).

             (c)      Except  for approvals of gaming authorities
     having  jurisdiction, and approval by Purchaser's  Board  of
     Directors,  primary bank lenders and holders of  Purchaser's
     debt  securities  (or the trustee for such holders),  or  as
     otherwise contemplated under Section 6.2 hereof, no consent,
     authorization,   order  or  approval  of,   or   filing   or
     registration  with,  any  governmental  authority  or  other
     person  is  required  for  the  execution  and  delivery  by
     Purchaser   of  this  Agreement  and  Purchaser's  Ancillary
     Agreements,  and  the  consummation  by  Purchaser  of   the
     transactions contemplated by this Agreement and  Purchaser's
     Ancillary Agreements.

             (d)     Subject to the filings and/or consents noted
     in subsection (c), above, neither the execution and delivery
     of  this  Agreement and Purchaser's Ancillary  Documents  by
     Purchaser,  nor  the  consummation  by  Purchaser   of   the
     transactions  herein  contemplated, will  conflict  with  or
     result  in  a  breach  of any of the  terms,  conditions  or
     provisions  of  Purchaser's  Articles  of  Incorporation  or
     By-laws, or of any statute or administrative regulation,  or
     of  any  order, writ, injunction, judgment or decree of  any
     court or governmental authority or of any arbitration award.

             (e)     Subject to the filings and/or consents noted
     in  subsection (c), above, Purchaser is not a party  to  any
     unexpired,  undischarged  or  unsatisfied  written  or  oral
     contract, agreement, indenture, mortgage, debenture, note or
     other  instrument  under the terms of which  performance  by
     Purchaser according to the terms of this Agreement will be a
     default,   or   whereby  timely  performance  by   Purchaser
     according  to the terms of this Agreement may be prohibited,
     prevented or delayed.

             (f)     Neither Purchaser, nor any of its Affiliates
     has  dealt  with  any person or entity  who  is  or  may  be
     entitled  to a broker's commission, finder's fee, investment
     banker's   fee   or  similar  payment  for   arranging   the
     transaction  contemplated hereby or introducing the  parties
     to each other.  As used herein, an "Affiliate" is any person
     or  entity  which controls a party to this Agreement,  which
     that  party controls, or which is under common control  with
     that  party.   In  the  case of Seller, an  Affiliate  shall
     include  Ted  W.  Price, Sr., Ted W. Price, Jr.,  Robert  W.
     Price, Sr., Robert W. Price, Jr., and any of their wives  or
     children,  and  Hotel  Management  and  Development,   Inc..
     "Control" means the power, direct or indirect, to direct  or
     cause  the  direction of the management and  policies  of  a
     person  or  entity  through voting securities,  contract  or
     otherwise.

            (g)  Except as contemplated under Section 6.2 hereof,
     there  is  no  law,  rule, regulation or  ordinance  of  any
     governmental   body   or   agency  prohibiting   Purchaser's
     execution,  delivery  and performance  of  the  transactions
     contemplated by this Agreement.

             (h)      Subject  to the conditions described  under
     Section  6.2  hereof  (including  without  limitation,   the
     financing  contingency in Section 6.2(h) and the contingency
     for  consent  of  existing lenders and any trustee  for  the
     holders  of  debt securities under Section  6.2(g)),  as  to
     which   Purchaser  makes  no  representation  or   warranty,
     Purchaser  is financially capable of acquiring the Purchased
     Assets pursuant to the provisions of this Agreement.

      4.3     Seller's  Representations and  Warranties.   Seller
represents  and  warrants  to Purchaser  that,  to  the  best  of
Seller's  knowledge  and except as set forth  in  the  Disclosure
Schedule:

            (a)     Seller is a limited partnership in commendam,
     duly organized, validly existing and in good standing, under
     the  laws  of  the  State  of  Louisiana.   Seller  has  all
     necessary power and authority to conduct the Business as the
     Business is now being conducted.

             (b)      Except  as  set  forth  in  the  Disclosure
     Schedule,  Seller  holds good and marketable  title  to  the
     Purchased Assets, free and clear of all mortgages,  options,
     liens,   charges,  easements,  agreements,  claims,  rights,
     restrictions  or other encumbrances of any  kind  or  nature
     other  than  the  Permitted Exceptions,  and  all  items  of
     Equipment, Inventory and other personal property  have  been
     fully  paid for, to the extent that normal business practice
     permits,  except  those items identified on  the  Disclosure
     Schedule which are subject to installment payments or leases
     and  with  respect  to which there are no  installments  due
     which are delinquent.

              (c)      Seller  has  full  partnership  power  and
     authority to enter into and perform under (x) this Agreement
     and  (y)  all  documents and instruments to be  executed  by
     Seller  pursuant to this Agreement (collectively,  "Seller's
     Ancillary   Documents").   This  Agreement  has  been,   and
     Seller's Ancillary Documents will be, duly authorized by all
     necessary  partnership  action(s),  and  duly  executed  and
     delivered by general partners of Seller so authorized.  This
     Agreement constitutes a valid and legally binding obligation
     of Seller, enforceable against Seller in accordance with its
     terms (except to the extent that enforcement may be affected
     by  laws  relating to bankruptcy, reorganization, insolvency
     and  creditors' rights and by the availability of injunctive
     relief,  specific performance and other equitable remedies).
     Except as contemplated under Section 6.1 hereof, there is no
     law,  rule, regulation or ordinance of any governmental body
     or  agency  prohibiting  Seller's  execution,  delivery  and
     performance  of  the  transactions  contemplated   by   this
     Agreement.   The  sale  transaction  contemplated  by   this
     Agreement is being made in connection with the winding-up of
     Seller  as  contemplated under Section 13.02(f) of  Seller's
     Articles  of  Partnership In Commendam dated as  of  May  1,
     1980.

             (d)     No consent, authorization, order or approval
     of,   or  filing  or  registration  with,  any  governmental
     authority   or  other  person  is  required  for    Seller's
     execution  and  delivery  of  this  Agreement  and  Seller's
     Ancillary  Documents and the consummation by Seller  of  the
     transactions  contemplated by this  Agreement  and  Seller's
     Ancillary Documents.

             (e)      Neither the execution and delivery of  this
     Agreement  and Seller's Ancillary Documents by  Seller,  nor
     the  consummation  by  Seller  of  the  transactions  herein
     contemplated, will conflict with or result in  a  breach  of
     any  of  the  terms,  conditions or provisions  of  Seller's
     Articles of Partnership In Commendam or other organizational
     documents,  or of any statute or administrative  regulation,
     or of any order, writ, injunction, judgment or decree of any
     court  or  any governmental authority or of any  arbitration
     award.

            (f)     Seller's books, accounts and records are, and
     have  been,  maintained  in  Seller's  usual,  regular   and
     ordinary   manner,  in  accordance  with  prudent   business
     practices  and generally accepted accounting practices,  and
     all  material transactions to which Seller is or has been  a
     party are properly reflected therein.

             (g)      Complete and accurate copies of the audited
     balance  sheets, statements of income and retained earnings,
     statements  of cash flows, and notes to financial statements
     (together  with  any supplementary information  thereto)  of
     Seller, all as of and for the years ended December 31, 1993,
     1994,  1995, and 1996, respectively, as audited by  Seller's
     certified public accountants are contained in the Disclosure
     Schedule.   All  such financial statements are  referred  to
     herein  collectively  as  the "Financial  Statements."   The
     Financial  Statements present accurately and completely  the
     financial  position  of Seller as of  the  respective  dates
     thereof,  and  the results of operations and cash  flows  of
     Seller   for   the  respective  periods  covered   by   said
     statements,  in accordance with GAAP, consistently  applied.
     The Disclosure Schedule contains complete and correct copies
     of all attorneys' responses to audit inquiry letters and all
     management  letters  from the Accountants  with  respect  to
     Seller's last four (4) fiscal years.

            (h)     Complete and accurate copies of the unaudited
     balance sheet, statement of income and retained earnings and
     statement  of cash flows of Seller as of and for  the  seven
     (7)-month period ended July 31, 1997, are contained  in  the
     Disclosure  Schedule.  Such financial statements are  herein
     referred  to  as  the "Interim Financial  Statements."   The
     Interim   Financial   Statements  present   accurately   and
     completely the financial position of Seller as of  the  date
     thereof,  and  the results of operations of Seller  for  the
     period covered by said statements, in accordance with  GAAP,
     consistently applied.

             (i)  (i)  The Disclosure Schedule lists all existing
     Permits  and  such  list  is complete  and  correct  in  all
     material respects; (ii) such Permits constitute all  of  the
     Permits  currently necessary for the ownership and operation
     of  the Business, including but not limited to, the food and
     beverage  licenses  required to  sell  and  serve  food  and
     liquor;  (iii) no default has occurred in the due observance
     or  performance  of  any requirements or  condition  of  any
     Permit which has not been heretofore corrected; and (iv)  no
     occupant  under a lease or concession agreement has received
     any  notice  from  any source to the effect  that  there  is
     lacking  any Permit needed in connection with the  operation
     of  the Business or any restaurant, bar, gift shop or  other
     operation connected therewith.

             (j)      Seller has not suffered or been  threatened
     with   any   material  adverse  change  in   the   business,
     operations,  assets,  liabilities,  financial  condition  or
     prospects  of the Business, including, without limiting  the
     generality of the foregoing, the existence or threat of  any
     labor  dispute, or any material adverse change in,  or  loss
     of,   any  relationship  between  Seller  and  any  of   its
     customers, suppliers or key employees.

             (k)  The Disclosure Schedule correctly and completed
     lists  and  describes  all material contracts,  leases,  and
     agreements  to which Seller is a party and which  relate  to
     the  conduct of the Business, including, without limitation:
     employment and employment-related agreements; covenants  not
     to  compete; loan agreements, notes, and security agreements
     (other  than  notes,  loan agreements and  related  security
     documents  that are being satisfied at or prior to Closing);
     sales  representative, distribution, franchise,  advertising
     and  similar agreements; concession or occupancy agreements;
     leases  and  subleases of realty or personalty; guest  room,
     banquet,  conference and convention contracts  or  bookings;
     license  agreements; purchase orders and purchase  contracts
     and sales orders and sales contracts.  All contracts, leases
     and  other arrangements or instruments referred to  in  this
     paragraph 4.3(k), and all other contracts or instruments  to
     which Seller is a party, are in full force and binding  upon
     the  parties  thereto.  No default by  Seller  has  occurred
     thereunder  and,  to  the  best of  Seller's  knowledge,  no
     default  by  the  other  contracting  parties  has  occurred
     thereunder.  No event, occurrence or condition exists which,
     with  the  lapse of time, the giving of notice, or both,  or
     the  happening  of  any further event  or  condition,  would
     become a default by Seller thereunder.  Seller has given (or
     will  give, during the Inspection Period) to Purchaser  true
     and  correct copies of all such agreements or leases,  or  a
     detailed  description thereof, all as described  in  Section
     4.3(k)  of  the Disclosure Schedule.  Seller shall indemnify
     Purchaser  as  required under Section  1.2  hereof,  against
     loss,  cost  or  liability  under  any  contract,  lease  or
     agreement  not  disclosed to Producer as  required  in  this
     Section 4.3(k).

             (l)      Seller is not a party to, or bound by,  any
     unexpired,  undischarged  or  unsatisfied  written  or  oral
     contract, agreement, indenture, mortgage, debenture, note or
     other  instrument  under the terms of which  performance  by
     Seller  according to the terms of this Agreement will  be  a
     default  or  an  event of acceleration,  or  whereby  timely
     performance  by  Seller  according  to  the  terms  of  this
     Agreement may be prohibited, prevented or delayed.   If  any
     such agreement exists, Seller shall terminate such agreement
     (other  than  those expressly assumed by  Purchaser)  at  or
     prior to Closing.

             (m)  Except as disclosed on the Disclosure Schedule,
     there  are no commissions or referral fees relating  to  the
     Business  currently outstanding, nor will there be any  such
     commissions  or referral fees outstanding, on or  after  the
     Closing Date.

            (n)     With respect to employees of Seller:

                                (i)   there  is  no  pending   or
               threatened   unfair  labor  practice  charges   or
               employee grievance charges;

                               (ii) there is no request for union
               representation, labor strike, dispute, slowdown or
               stoppage  actually  pending or,  to  the  best  of
               Seller's knowledge, threatened against or directly
               affecting Seller;

                               (iii)  no grievance or arbitration
               proceeding  arising  out of  or  under  collective
               bargaining  agreements is pending  and  no  claims
               therefor exist;

                              (iv)  the employment of each of the
               Seller's  employees is terminable at will  without
               cost  to  the Seller except for payments  required
               under  Seller's  employee benefit plans,  employee
               welfare  plans  and similar plans and  payment  of
               accrued  salaries or wages and vacation  pay  (for
               which   Purchaser  shall  have  no  liability   as
               provided  in Section 2.3, above).  No employee  or
               former employee has any right to be rehired by the
               Seller  prior to the Seller's hiring a person  not
               previously employed by the Seller.

                                (v)    The   Disclosure  Schedule
               contains a true and complete list of all employees
               who  are  employed by the Seller as  of  the  date
               hereof,  and  said list correctly  reflects  their
               salaries,  wages, other compensation  (other  than
               benefits  under the employee welfare, benefit  and
               similar plans), dates of employment and positions.

                                (vi)  As  of  the  date  of  this
               Agreement,   Seller  has  136   full-time   active
               employees in the operation of the Business, and 31
               part-time employees.

                              (vii)     Seller has no retirement,
               pension,  profit  sharing,  employee  welfare   or
               employee benefit plans for any of its employees.

             (o)      Except  as  set  forth  on  the  Disclosure
     Schedule, there is no litigation or proceeding, in law or in
     equity,   and  there  are  no  proceedings  or  governmental
     investigations before any commission or other administrative
     authority,  pending, or, to the best of Seller's  knowledge,
     threatened,  against  Seller  or  its  Affiliates,  or  with
     respect  to the consummation of the transaction contemplated
     hereby, or the use of the Purchased Assets (whether used  by
     Purchaser after the Closing or by Seller prior thereto),  or
     which  would restrict or interfere with Seller's ability  to
     perform its obligations hereunder.

             (p)     There are no material claims pending or,  to
     the  best  of Seller's knowledge, anticipated or  threatened
     against Seller with respect to the quality of or absence  of
     or defects in Seller's products or services.

             (q)      Seller is not a party to, or bound by,  any
     decree,  order, judgment or arbitration award (or  agreement
     entered  into in any administrative, judicial or arbitration
     proceeding with any governmental authority) with respect  to
     its properties, assets, personnel or business activities.

             (r)     Seller is not in violation of, or delinquent
     in  respect  to, any decree, order or arbitration  award  or
     law, statute, or regulation of, or agreement with, or Permit
     from, any Federal, state or local governmental authority (or
     to  which  any  of  the Purchased Assets,  any  of  Seller's
     personnel,  or  the Business are subject  or  to  which  it,
     itself,  is  subject), including, without limitation,  laws,
     statutes   and  regulations  relating  to  equal  employment
     opportunities,  fair  employment  practices,  unfair   labor
     practices,  terms  of  employment, occupational  health  and
     safety,  wages  and  hours  and discrimination,  and  zoning
     ordinances  and  building codes.  Copies of all  notices  of
     violation of any of the foregoing which Seller has  received
     within  the  past three years are attached to the Disclosure
     Schedule.

              (s)       Seller,  the  Purchased  Assets  and  the
     Business  are in compliance with all Environmental Laws  (as
     herein  defined)  and any Environmental Permits  (as  herein
     defined).   A  copy  of  any notice,  citation,  inquiry  or
     complaint which Seller has received in the past three  years
     of  any  alleged  violation  of  any  Environmental  Law  or
     Environmental Permit is attached to the Disclosure Schedule.
     Seller   possesses  all  Environmental  Permits  which   are
     required  for  the  operation of the  Business,  and  is  in
     compliance  with  the provisions of all  such  Environmental
     Permits.   Copies  of all Environmental  Permits  issued  to
     Seller are attached to the Disclosure Schedule.  As used  in
     this  Agreement,  "Environmental Laws"  means  all  federal,
     state  and  local statutes, regulations, ordinances,  rules,
     regulations  and policies, all court orders and decrees  and
     arbitration  awards, and the common law,  which  pertain  to
     hazardous substances or materials, environmental matters  or
     contamination  of  any type whatsoever;  and  "Environmental
     Permits"    means    licenses,    permits,    registrations,
     governmental  approvals, agreements and consents  which  are
     required under or are issued pursuant to Environmental Laws.

             (t)  The  Real  Estate  is  identified  and  legally
 described  in Schedule 1.2(c) hereto.  Seller holds  fee  simple
 title  to  the  Real  Estate,  subject  only  to  the  Permitted
 Exceptions,  none  of  which makes  title  to  the  Real  Estate
 unmarketable  and none of which are violated by Seller  or  will
 interfere with Purchaser's use thereof.

            (u)     Intentionally Omitted.

            (v)     There are no pending, or, to the knowledge of
     Seller, threatened, condemnation proceedings or condemnation
     actions  against the Real Estate or any of the rights-of-way
     located adjacent thereto.

             (w)   The  Real  Estate is currently zoned  for  its
     present use and does not rely on parking or other facilities
     or  land not located on the Real Estate to satisfy any legal
     requirements.

            (x)  Intentionally Omitted.

            (y)  The Hotel's mechanical, electrical, plumbing and
     environmental  systems are in good operating  condition  and
     repair.   None  of the general partners of  Seller  has  any
     actual  knowledge of any latent defects in or  on  the  Real
     Estate.

             (z)   Seller  has not taken any actions  which  were
     calculated    to    dissuade    any    present    employees,
     representatives or agents of Seller from becoming associated
     with Purchaser.

             (aa) The representations and warranties of Seller in
     this  Agreement  do  not  omit  to  state  a  material  fact
     necessary  in order to make the representations,  warranties
     or statements contained herein not misleading.

             (bb) The copies of all documents furnished by Seller
     to  Purchaser  pursuant to the terms of this  Agreement  are
     complete  and  accurate.  The Disclosure  Schedule  contains
     complete  and accurate copies of all documents  referred  to
     therein.    The  information  contained  in  the  Disclosure
     Schedule is complete and accurate.

            (cc) Except for Seller's Agent, whose compensation is
     the  responsibility of Seller only, neither Seller, nor  any
     of  its Affiliates, has dealt with any person or entity  who
     is  or  may  be entitled to a broker's commission,  finder's
     fee,   investment  banker's  fee  or  similar  payment   for
     arranging the transaction contemplated hereby or introducing
     the parties to each other.

             (dd) No governmental assessment for sewer, sidewalk,
     water,  paving,  electrical, power or other improvements  is
     pending or threatened.

             (ee)  All utility equipment and facilities  required
     for  the  operation and use of the Real Estate and Equipment
     are located solely on the Real Estate and all agreements for
     providing utilities are with direct providers.

             (ff)  (i)  No  materials designated as hazardous  or
     toxic under any Environmental Laws have been located on  the
     Real  Estate, except for small amounts used in the  ordinary
     course of the Business (and then only in compliance with all
     Environmental   Laws)  or  have  been  released   into   the
     environment, or discharged, placed or disposed of at, on  or
     under  the  Real Estate; (ii) no underground  storage  tanks
     have  been located on the Real Estate; (iii) the Real Estate
     has  never been used as a dump for waste material; and  (iv)
     the  Real Estate and its prior uses comply with, and at  all
     times have complied with, any applicable Environmental Laws.
     The   parties  acknowledge  that  hydraulic  fluid,   absent
     specifically  hazardous or toxic ingredients  such  as  PCBs
     (hereinafter  defined),  shall not by  itself  constitute  a
     hazardous or toxic material.

             (gg) Seller has received no written notice that  the
     Real  Estate, when used for the purposes and in  the  manner
     presently  used,  violates  or  fails  to  comply  with  the
     provisions of the Americans with Disabilities Act  of  1990,
     42  U.S.C.   12101 et seq. (the "ADA") and all  other  legal
     requirements  governing the use of the Property  by  persons
     with disabilities.

             (hh) None of Seller's officers, directors, employees
     or  partners, or members of their families (or any entity in
     which  any  of  them  has  a  material  financial  interest,
     directly or indirectly), owns any assets which are  used  in
     the  Business,  except for assets being transferred  by  the
     Individuals  to Purchaser in accordance with the  provisions
     of  Section 1.6 hereof.  Except for the Affiliate Lease, and
     the   management   agreements  between  Seller   and   Hotel
     Management  and  Development, Inc., none of  the  contracts,
     leases  or  agreements shown in the Disclosure  Schedule  is
     between Seller and an Affiliate of Seller.

      4.4   Limitation on Warranties.  THE PURCHASED  ASSETS  ARE
BEING  SOLD  "AS IS," "WHERE IS" AND IN THEIR PRESENT  CONDITION,
AND EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.3 OR ELSEWHERE  IN
THIS  AGREEMENT, SELLER MAKES (AND HAS MADE) NO WARRANTY  OF  ANY
KIND    WHATSOEVER,    INCLUDING,   WITHOUT    LIMITATION,    ANY
REPRESENTATION AS TO PHYSICAL CONDITION OR VALUE OF  ANY  OF  THE
PURCHASED ASSETS, FITNESS FOR A PARTICULAR PURPOSE, EXISTENCE  OF
HIDDEN  OR  LATENT DEFECTS OR THE FUTURE PROFITABILITY OR  FUTURE
EARNINGS PERFORMANCE OF THE BUSINESS.  Purchaser waives its right
to  redhibition for an existing latent defect under Art. 2520  of
the La. Civil Code, but does not waive any right to  recission as
a  general  remedy under this Agreement for a breach, default  or
failure  of warranty of Seller, as otherwise permitted under  the
laws of the State of Louisiana.  The foregoing limitations may be
incorporated  into  any  deed or other  conveyance  delivered  by
Seller  pursuant to Section 7.3 hereof, provided the  same  shall
not  limit or impair the warranties of title included or required
to be included thereunder.


                           ARTICLE V

                  Conduct Prior to the Closing

      5.1   General.  Seller and Purchaser shall have the  rights
and  obligations  with  respect to the period  between  the  date
hereof  and the Closing Date which are set forth in the remainder
of this Article V.

      5.2   Seller's  Obligations.  The  following  are  Seller's
obligations:

            (a)   Seller  shall  give  to  Purchaser's  officers,
     employees,  attorneys, consultants, accountants,  inspectors
     and  lenders reasonable access during normal business  hours
     to   all   of  the  assets,  properties,  books,  contracts,
     documents, records and personnel of Seller and shall furnish
     to  Purchaser such information as Purchaser may at any  time
     and from time to time reasonably request.

           (b)   Seller shall use its best efforts and make every
     good  faith  attempt  (and Purchaser  shall  cooperate  with
     Seller)  to  obtain  all consents to the assignment  of,  or
     alternate   arrangements  satisfactory  to  Purchaser   with
     respect to, any contract, lease, agreement, purchase  order,
     sales  order, or other instrument accepted by Purchaser,  or
     any  Permit or Environmental Permit, which consents  may  be
     required  for such assignment to be effective (collectively,
     the "Consents").

           (c)  Seller shall use its best efforts to preserve its
     business  and  the goodwill of its customers, suppliers  and
     others  having business relations with Seller and to  retain
     its   business   organization  intact,   including   keeping
     available   the   services   of   its   present   employees,
     representatives and agents, and shall maintain  all  of  its
     properties in their current operating condition and  repair,
     ordinary wear and tear excepted.

          (d)  Seller shall conduct the Business in the usual and
     ordinary   course  and  carry  on  all  of  its   operations
     (including,  without limitation, the purchase  and  sale  of
     Inventory,  the  collection of Accounts Receivable  and  the
     payment  of  Accounts  Payable  and  other  obligations)  in
     accordance  with  past  practices.   Without  limiting   the
     foregoing, Seller shall allow its inventories of Consumables
     On-Hand  to  be  depleted to such levels  as  Purchaser  may
     reasonably  request, provided the requested  depletion  does
     not  unreasonably interfere with Seller's operation  of  the
     Business, in Seller's reasonable determination.

           (e)   Without the prior written consent of  Purchaser,
     and  without limiting the generality of any other  provision
     of this Agreement, Seller shall not:

               (i)  Intentionally Omitted.

                (ii) incur, assume or guarantee any long-term  or
     short-term  indebtedness   that would  prohibit  or  prevent
     Seller's performance of its obligations hereunder;

                (iii)      directly or indirectly, enter into  or
     assume  any contract, agreement, obligation, lease,  license
     or commitment other than in the usual and ordinary course of
     business in accordance with past practices;

                (iv)  adopt  or  amend any  employee  welfare  or
     benefit plan;

                (v)   sell, transfer or otherwise dispose of  any
     material  asset or property except in the usual and ordinary
     course of business and except for cash applied in payment of
     Seller's  liabilities in the usual and  ordinary  course  of
     business;

                 (vi)   amend,  terminate  or  give   notice   of
     termination  with  respect  to  any  existing  contract   or
     agreement to which Seller is a party, or waive any  material
     rights;

                (vii)     directly or indirectly, enter into  any
     transaction  (including, without limitation,  the  purchase,
     sale, lease or exchange of any property or the rendering  of
     services)  with any Affiliate of Seller that would  prohibit
     or   prevent   Seller's  performance  of   its   obligations
     hereunder;

               (viii)    Intentionally Omitted.

                (ix)  terminate the employment, except for cause,
     of  any of its full time active employees (Seller shall give
     Purchaser prompt written notice of any such terminations for
     cause).

           (f)   Seller shall assist and cooperate with Purchaser
     in  the  transfer  of all Permits and Environmental  Permits
     necessary for the operation of the Business by Purchaser.

           (g)   Seller shall, at its own cost and expense,  make
     all filings, deliver all notices, pay all fees and otherwise
     comply  with the provisions of any applicable bulk  transfer
     or  similar  law  regarding Seller's sale of  the  Purchased
     Assets.

            (h)    Seller  shall  complete  any  planned  capital
     expenditures  between now and Closing as they are  currently
     scheduled.

          (i)  Seller shall, at its own cost and expense prior to
Closing,  complete  any clean-up or remediation  as  contemplated
under Section 5.8 hereof.

       5.3   Purchaser's  Obligations.   Subject  to  Purchaser's
termination rights under Section 5.5 hereof, Purchaser shall  use
its  good faith efforts to secure financing as contemplated under
Section   6.2(h)   hereof,  agreements  with  Holiday   Inns   as
contemplated under Section 6.2(i) hereof, as well as the consents
and  approvals of its primary lenders and of any trustee for  the
holders  of  its  debt securities as contemplated  under  Section
6.2(g)  hereof,  and of any gaming regulatory authorities  having
jurisdiction as contemplated under Section 6.2(e) hereof.  In its
efforts to obtain mortgage financing as aforesaid, Purchaser may,
in  its sole discretion, at any time prior to Closing, substitute
the  lender  so  long  as  such substitution  is  not  reasonably
expected to impair Purchaser's ability to make Closing hereunder.

      5.4   Joint  Obligations.  The following shall  apply  with
equal force to Seller and Purchaser:

           (a)   Seller and Purchaser shall use their  respective
     good faith efforts to take, or cause to be taken, all action
     and to do, or cause to be done, all things necessary, proper
     or  advisable  to  consummate the transactions  contemplated
     hereby as soon as practicable.

           (b)  Each of Seller and Purchaser shall cooperate with
     the  efforts of the other in obtaining any Consents  or  any
     other approvals contemplated hereunder.

           (c)   Each  party shall promptly give the other  party
     written  notice  of  the  existence  or  occurrence  of  any
     condition  which would make any representation  or  warranty
     herein  contained  of  either party untrue  or  which  might
     reasonably  be expected to prevent the consummation  of  the
     transactions contemplated hereby; but failure in good  faith
     to provide such notice shall not itself constitute a default
     of such party, nor excuse nonperformance of the other party,
     hereunder.  The party whose representation would be  untrue,
     or whose performance hereunder may be prevented or impaired,
     as  a result of such existence or occurrence, shall have  an
     additional period of ten (10) business days to correct  such
     condition,  and  if necessary Closing shall be  extended  to
     accommodate such cure period.

           (d)   No  party  shall intentionally perform  any  act
     which,  if  performed, or omit to perform any act which,  if
     omitted  to  be  performed,  would  prevent  or  excuse  the
     performance of this Agreement by any party hereto  or  which
     would  result  in  any  representation  or  warranty  herein
     contained of said party being untrue in any material respect
     as if originally made on and as of the Closing Date.

          (e)  [Intentionally Omitted]

5.5  Due Diligence Inspection.

          (a)  Purchaser shall continue to be entitled to conduct
     its  due  diligence inspection with respect to the  Business
     and its assets, from August 21, 1997 until 11:59 p.m. CST on
     October 6, 1997 (the "Inspection Period").

          (b)  Seller has, and shall continue to promptly provide
     to  Purchaser, access to Seller's assets and Seller's  books
     and  records  with respect to the Business  and/or  Seller's
     assets,  on  reasonable advance request  of  Purchaser.   In
     addition, Seller shall promptly supply to Purchaser and  its
     officers,   directors,  consultants,   agents,   inspectors,
     lenders  and  professionals, those documents, materials  and
     information  listed  in Exhibit I to the  Letter  of  Intent
     dated August 21, 1997 between Seller and Purchaser, and  any
     other  documentation or information reasonably requested  by
     Purchaser.   Seller shall cooperate fully with Purchaser  or
     its  officers,  directors, consultants, agents,  inspectors,
     lenders and professionals, in the course of Purchaser's  due
     diligence  review.   Purchaser  shall  use  its  good  faith
     efforts  to conduct its due diligence review so  as  not  to
     interfere unreasonably with the operation of the Business.

           (c)   At  any  time  prior to the  expiration  of  the
     Inspection Period as aforesaid, Purchaser may, if it is  not
     fully  satisfied with any result(s) of its diligence review,
     in   its  sole  and  absolute  discretion,  terminate   this
     Agreement   by  written  notice  to  Seller.   If  Purchaser
     terminates  this  Agreement prior to the expiration  of  the
     Inspection  Period, then, without the necessity  of  further
     documentation,  this Agreement shall be  deemed  terminated,
     the  Primary  Deposit  and  all interest  thereon  shall  be
     returned to Purchaser as provided in Section 3.3(b)  hereof,
     and   thereupon  neither  party  shall  have   any   further
     obligation  or  liability  to  the  other  hereunder.    The
     Additional  Deposit shall only be refunded  as  provided  in
     Section 3.3(b) hereof.

           (d)  The parties hereto acknowledge that Purchaser has
     incurred   substantial   costs  in   connection   with   the
     negotiation  and  execution of this  Agreement,  will  incur
     additional substantial costs in conducting its due diligence
     review  hereunder,  and  would not have  entered  into  this
     Agreement without the availability of the Inspection Period.
     Therefore,  the  parties  agree that adequate  consideration
     exists  to support the obligations of the parties hereunder,
     even before expiration of the Inspection Period.

          (e)  Subject to Seller's performance under the terms of
     this Agreement, and to satisfaction of all of the conditions
     to  Purchaser's  obligations as set  forth  in  Section  6.2
     hereof,  the  Deposit Monies shall become non-refundable  at
     the expiration of the Inspection Period, and shall serve  as
     Seller's  liquidated  damages  hereunder  in  the  event  of
     Purchaser's  default, all as contemplated under Section  9.2
     hereof.

     5.6  Inventory of Purchased Assets.     Within ten (10) days
     after    the   complete   execution   of   this   Agreement,
     representatives  of  Seller  and  Purchaser  shall   jointly
     conduct  a  physical  inventory  of  the  personal  property
     included in the Purchased Assets (other than Consumables On-
     Hand),  to  the  extent  and with the detail  determined  by
     Purchaser,   in   its  sole  discretion   (the   "Personalty
     Inventory").  To the extent items were counted  as  part  of
     the  Personalty Inventory, then at Closing, Seller shall  be
     obligated  to  convey  to Purchaser  such  Purchased  Assets
     substantially  as  described  in  the  Personalty  Inventory
     report.   If  at  Closing items described in the  Personalty
     Inventory  report  are  missing  or  so  damaged  as  to  be
     unusable,  Purchaser shall receive a credit at  Closing  for
     the market value thereof, to the extent the aggregate market
     value   of   such  missing  and/or  damaged  items   exceeds
     $7,500.00.

     5.7   Contact  with  Employees.  Purchaser's  contacts  with
     Seller's employees in connection with this transaction shall
     be  limited  to  such contact(s) as may be:  (i)  reasonably
     necessary  in  connection  with  Purchaser's  due  diligence
     review  under  Section  5.5 hereof;  or  (ii)  permitted  as
     contemplated under Section 10.10 hereof.

     5.8   Environmental Matter.  The Phase I Environmental  Site
     Assessment  prepared for Purchaser in connection  with  this
     transaction  notes the fact that hydraulic fluid  is  stored
     near  the  elevator facilities of the Hotel, and  that  such
     hydraulic fluid may have been spilled or leaked.  Such  Site
     Assessment  also raises the possibility that such  hydraulic
     fluids may contain hazardous substances known as "PCBs", and
     suggests sampling and testing of same.  Seller has,  at  its
     sole  cost and expense, had certain of such hydraulic fluids
     sampled,  and a laboratory analysis thereof conductedby  the
     Meyers  Group  and Core Laboratories.  No reports  have  yet
     been   issued   by  such  consultants.   The   environmental
     consultants of both Seller and Purchaser shall consult  with
     each   other  promptly  after  the  execution  hereof,   and
     determine  which  other areas and substances,  if  any,  the
     Purchaser's environmental consultant requires to be  sampled
     and   analyzed,   as   noted  in  the  aforesaid   Phase   I
     Environmental  Site Assessment.  Based on such consultation,
     Seller's  environmental  consultant  shall  conduct  further
     sampling and analysis of such other areas and substances, if
     any.   Seller  shall  obtain and deliver  to  Purchaser  the
     written  reports of such consultants, as to  all  areas  and
     substances specified by Purchaser's environmental consultant
     as aforesaid, certified to both Purchaser and Seller, within
     twenty-one (21) days after the date of this Agreement.  Each
     such  consultant shall acknowledge in writing that Purchaser
     shall  rely  on, and is entitled to rely on,  the  aforesaid
     reports in completing the transactions described herein.  If
     such  sampling/testing discloses the  presence  of  PCBs  or
     other  hazardous substances, Seller shall, at its sole  cost
     and  expense  prior to Closing, have the same remediated  in
     accordance   with   all   applicable   state   and   federal
     Environmental  Laws.  Such remediation shall  be  performed,
     and   certified  to  both  Seller  and  Purchaser,   by   an
     environmental contractor mutually acceptable to  Seller  and
     Purchaser,  in their reasonable discretion.  Notwithstanding
     the foregoing, if the cost of such remediation exceeds or is
     reasonably  expected  (based  on  written  quotations   from
     contractor(s)  mutually acceptable to Seller and  Purchaser)
     to cost Seller more than $100,000, Seller may terminate this
     Agreement by written notice to Purchaser, at which point all
     Deposit   Monies  shall  be  returned  to  Purchaser,   with
     interest, and neither party shall have any further rights or
     obligations hereunder.


                           ARTICLE VI

                     Conditions to Closing

      6.1  Conditions to Seller's Obligations.  The obligation of
Seller  to  consummate  the transactions contemplated  hereby  is
subject to the fulfillment of all of the following conditions  on
or  prior to the Closing Date, upon the non-fulfillment of any of
which  this  Agreement  may, at Seller's  option,  be  terminated
pursuant to and with the effect set forth in Article IX:

          (a)  Each and every representation and warranty made by
     Purchaser  shall have been true and correct  when  made  and
     shall  be  true and correct in all material respects  as  if
     originally made on and as of the Closing Date.

           (b)   All  obligations of Purchaser  to  be  performed
     hereunder  through,  and  including  on,  the  Closing  Date
     (including,   without  limitation,  all  obligations   which
     Purchaser would be required to perform at the Closing if the
     transaction contemplated hereby were consummated) shall have
     been performed.

      6.2  Conditions to Purchaser's Obligations.  The obligation
of Purchaser to consummate the transaction contemplated hereby is
subject to the fulfillment of all of the following conditions  on
or  prior to the Closing Date, upon the non-fulfillment of any of
which  this  Agreement may, at Purchaser's option, be  terminated
pursuant to and with the effect set forth in Article IX:

          (a)  Each and every representation and warranty made by
     Seller shall have been true and correct when made and  shall
     be   true  and  correct  in  all  material  respects  as  if
     originally made on and as of the Closing Date.

            (b)   All  obligations  of  Seller  to  be  performed
     hereunder  through,  and  including  on,  the  Closing  Date
     (including, without limitation, all obligations which Seller
     would  be  required  to  perform  at  the  Closing  if   the
     transaction contemplated hereby were consummated) shall have
     been performed.

          (c)  All of the Consents shall have been obtained.

           (d)   No suit, proceeding or investigation shall  have
     been  commenced or threatened by any governmental  authority
     or  private person(s), against any party (including  without
     limitation   Seller  and  any  of  its  affiliates,  or  any
     partners, shareholders, officers or members of any of them),
     on  any  grounds,  the  intent or  likely  effect  of  which
     (exclusively  or among other things) is to restrain,  enjoin
     or  hinder, delay or to seek material damages on account of,
     the consummation of the transaction contemplated hereby,  or
     to  challenge  any  of  the  terms  or  provisions  of  this
     Agreement,  or  arising  out  of  this  Agreement   or   the
     transactions contemplated hereby.

           (e)  On or prior to November 17, 1997, Purchaser shall
     have  received all required consents, licenses and approvals
     of   the   transactions  contemplated  hereunder  (including
     without  limitation, Purchaser's financing thereof, and  any
     changes  to  existing  financing to permit  same)  from  the
     gaming and other regulatory authorities having jurisdiction.

          (f)  Intentionally Omitted.

           (g)  On or prior to November 17, 1997, Purchaser shall
     have  received  the prior written approval  of  Wells  Fargo
     Bank,  N.A.  and the Trustee for the holders of  Purchaser's
     debt  securities  to  the transactions  contemplated  hereby
     (including   without   limitation,   Purchaser's   financing
     thereof,  and  any changes to existing financing  to  permit
     same),  all in form and substance satisfactory to Purchaser,
     in its sole discretion.

           (h)  On or prior to November 17, 1997, Purchaser shall
     have   obtained  mortgage  financing  for  the  transactions
     contemplated  hereby, on terms acceptable to  Purchaser,  in
     its  sole  discretion, in the amount  of  at  least  seventy
     percent (70%) of the aggregate total of the Purchase  Price,
     Holiday  Inn  Costs,  Purchaser's costs  of  making  Closing
     hereunder and Purchaser's other expenses under the Letter of
     Intent and this Agreement.

           (i)  On or prior to November 17, 1997, Purchaser shall
     have  entered into a New License Agreement and  all  related
     agreements,  or  agreed with Holiday  Inns  upon  the  terms
     thereof, in either case on terms acceptable to Purchaser, in
     its  sole  discretion, as provided under Section 3.6  hereof
     and Purchaser shall not have terminated this Agreement based
     on  the aggregate total amount of the Holiday Inn Costs,  as
     provided under Section 3.6 hereof.

           (j)   On or before October 16, 1997, Purchaser's Board
     of  Directors  shall have approved this  Agreement  and  the
     transactions contemplated hereby.

           (k)   Prior  to  Closing,  Purchaser  shall  not  have
     terminated   this  Agreement:   (A)  during  the  Inspection
     Period,  as  provided under Section 5.5 hereof;  or  (B)  by
     virtue  of a casualty, as provided under Section 6.3 hereof;
     or  (C) by virtue of a taking, as provided under Section 6.4
     hereof.

If,  despite  Purchaser's  good  faith  efforts,  either  of  the
conditions  set  forth in subsections (g) or (i) hereof  has  not
been  satisfied by November 17, 1997, the Purchaser may,  at  its
option,  extend the date for satisfaction thereof,  as  described
above,  to  December 2, 1997, by written notice  to  Seller.   If
Purchaser  so elects to extend such date for either  or  both  of
such  conditions,  then the Closing Date shall  automatically  be
extended to December 17, 1997 for all purposes hereunder.

      6.3   Casualties.     Risk  of loss  with  respect  to  the
Purchased Assets shall remain with Seller until the Closing,  and
thereafter  with  Purchaser.  Therefore,  the  parties  agree  as
follows:

          (a)  If any damage to any of the Purchased Assets shall
     occur   prior  to  the  Closing  Date  by  reason  of  fire,
     windstorm,  earthquake, hail, explosion or  other  casualty,
     and  if,  in Purchaser's reasonable judgment, the  aggregate
     cost  of  repairing such damage will equal  or  exceed  Five
     Hundred Thousand Dollars ($500,000.00), Purchaser may  elect
     to  (i) terminate this Agreement by giving written notice to
     Seller  in  which  event  the Deposit  Monies  and  interest
     thereon will be returned to Purchaser, and thereupon neither
     party  shall  have  any  further  obligations  or  liability
     whatsoever  to  the  other  hereunder  or  (ii)  receive  an
     assignment  of  all  of  Seller's rights  to  any  insurance
     proceeds (including business interruption proceeds) relating
     to  such damage (and a credit against the Purchase Price for
     any  such  proceeds  received by  Seller)  and  acquire  the
     Purchased  Assets  without any adjustment  in  the  Purchase
     Price  in connection therewith provided that, in such latter
     event,  Seller  shall pay to Purchaser  the  amount  of  any
     deductible under applicable insurance policies and uninsured
     claims.

           (b)   If, in Purchaser's reasonable judgment, the cost
     of  repairing  such  damage will  not  exceed  Five  Hundred
     Thousand    Dollars    ($500,000.00),    the    transactions
     contemplated  hereby shall close without any  adjustment  in
     the  Purchase Price in connection therewith, Purchaser shall
     receive  an  assignment  of all of Seller's  rights  to  any
     insurance    proceeds   (including   business   interruption
     proceeds) (and a credit against the Purchase Price  for  any
     such  proceeds received by Seller), and Seller shall pay  to
     Purchaser  the  amount  of any deductible  under  applicable
     insurance policies and uninsured claims.

           (c)  If Purchaser does not terminate this Agreement as
     provided  in  subparagraph (a) hereof,  then  any  insurance
     proceeds  covering  business interruption  losses  shall  be
     apportioned  between  Seller and Purchaser  to  the  Closing
     Date.

      6.4   Takings.  Risk of loss with respect to the  Purchased
Assets shall remain with Seller until the Closing, and thereafter
with  Purchaser.  Therefore, the parties agree that in the  event
of   the  actual  or  threatened  taking  (either  temporary   or
permanent) in any condemnation proceedings by exercise  of  right
of eminent domain, of all or any part of the Real Estate, between
the  date  hereof  and the Closing Date, and if,  in  Purchaser's
reasonable judgment, such taking will result in the inability  to
conduct   the   operations  of  the  Business  substantially   in
accordance  with the present standards, Purchaser may  elect  to:
(i)  terminate this Agreement by giving written notice to Seller,
in  which event the Deposit Monies and interest thereon  will  be
returned to Purchaser, and thereupon neither party shall have any
further   obligations  or  liability  whatsoever  to  the   other
hereunder or (ii) receive an assignment of all of Seller's rights
to any condemnation award relating to such taking and acquire the
Purchased Assets without any adjustment in the Purchase Price  in
connection therewith.


                          ARTICLE VII

                             Closing

      7.1   Form of Documents.  At the Closing, the parties shall
deliver the documents, and shall perform the acts, which are  set
forth  in  this  Article VII.  All documents which  Seller  shall
deliver shall be in form and substance reasonably satisfactory to
Purchaser and Purchaser's counsel.  All documents which Purchaser
shall   deliver  shall  be  in  form  and  substance   reasonably
satisfactory to Seller and Seller's counsel.

      7.2  Purchaser's Deliveries.  Subject to the fulfillment or
waiver  of  the  conditions set forth in Sections 6.2,  Purchaser
shall execute and/or deliver to Seller all of the following:

           (i)   Payment of the Purchase Price as required  under
     Section 3.3(a) hereof.

            (ii)  An  assumption  agreement,  duly  executed   by
     Purchaser,  under  which  Purchaser  assumes  those  Assumed
     Liabilities described in Section 2.2 hereof.

            (iii)       An   incumbency  and  specimen  signature
     certificate  with  respect  to  the  officers  of  Purchaser
     executing this Agreement and Purchaser's Ancillary Documents
     on behalf of Purchaser.

           (iv)  A  certified copy of resolutions of  Purchaser's
     Board of Directors, authorizing the execution, delivery  and
     performance  of  this  Agreement and  Purchaser's  Ancillary
     Documents

           (v)   A  closing certificate executed by an  executive
     officer  of  Purchaser  (or any other officer  of  Purchaser
     specifically  authorized to do so), on behalf of  Purchaser,
     pursuant  to  which  Purchaser represents  and  warrants  to
     Seller  that  Purchaser's representations and warranties  to
     Seller  are  true and correct as of the Closing Date  as  if
     then  originally  made  (or, if any such  representation  or
     warranty is untrue in any respect, specifying the respect in
     which  the  same is untrue), that all covenants required  by
     the  terms hereof to be performed by Purchaser on or  before
     the  Closing Date, to the extent not waived by Purchaser  in
     writing,  have  been so performed (or, if any such  covenant
     has  not  been performed, indicating that such covenant  has
     not  been  performed), and that all documents to be executed
     and delivered by Purchaser at the Closing have been executed
     by duly authorized officers of Purchaser.

           (vi)  Such  other  documents  from  Purchaser  as  may
     reasonably   be   required  in  order  to   effectuate   the
     transactions  contemplated  (i)  hereby  and  (ii)  by   the
     Purchaser's Ancillary Documents.

      7.3   Seller's  Deliveries.  Subject to the fulfillment  or
waiver  of the conditions set forth in Section 6.1, Seller  shall
execute  (where applicable in recordable form) and/or deliver  or
cause  to  be executed and/or delivered to Purchaser all  of  the
following:

          (i)  A general warranty deed (subject only to Permitted
     Exceptions),  an  affidavit  of  title,  a  certificate   in
     compliance with the Foreign Investment in Real Property  Tax
     Act  ("FIRPTA") certifying that Seller is not  a  person  or
     entity   subject  to  withholding  under  FIRPTA,  an   ALTA
     statement  and  all other documents required by  Purchaser's
     title insurance company with respect to the Real Estate,  in
     each  case  executed by Seller, together with any  necessary
     transfer declarations.

           (ii)  A  general  warranty bill of sale,  executed  by
     Seller, conveying all of the Inventory, Equipment and  other
     tangible personal property included in the Purchased  Assets
     to   Purchaser,  free  and  clear  of  all  liens,   claims,
     encumbrances  and  security interests other  than  Permitted
     Exceptions and containing the warranties of title set  forth
     in this Agreement.

           (iii)      An  assignment  to Purchaser,  executed  by
     Seller,  of  all  of the Purchased Assets  (other  than  the
     Inventory, Equipment, and the Real Estate), along  with  the
     original  instruments (if any) representing,  evidencing  or
     constituting  such Purchased Assets, free and clear  of  all
     liens,  claims,  encumbrances and security  interests  other
     than  Permitted Exceptions and containing the warranties  of
     title  set  forth  in this Agreement.  If necessary  in  the
     opinion  of  Purchaser's counsel, Seller shall also  execute
     and  deliver  (in  recordable form where required)  separate
     assignments  of  any  of  the Purchased  Assets,  and  where
     applicable,   in   the  form  required  by  the   applicable
     governmental   agencies,  insurance  companies,   customers,
     lessors, and other parties with whom the assignments must be
     filed.

            (iv)  Certificates  of  title  or  origin  (or   like
     documents)  with  respect to all vehicles  included  in  the
     Purchased Assets and other Equipment, and any other items of
     Purchased Assets for which a certificate of title or  origin
     is  required in order for title thereto to be transferred to
     Purchaser.

            (v)    Physical  possession  of  the  tangible  items
     comprising the Purchased Assets, and of any certificates  or
     documents representing intangible items of Purchased Assets.

           (vi)  An incumbency and specimen signature certificate
     with  respect  to the general partner's officers  of  Seller
     executing this Agreement and Seller's Ancillary Documents on
     behalf of Seller.

           (vii)      A closing certificate duly executed by  the
     general  partners of Seller (or any one of them specifically
     authorized  in writing by partnership action to do  so),  on
     behalf  of  Seller, pursuant to which Seller represents  and
     warrants  to  Purchaser  that Seller's  representations  and
     warranties  to  Purchaser are true and  correct  as  of  the
     Closing  Date as if then originally made (or,  if  any  such
     representation  or  warranty  is  untrue  in  any   respect,
     specifying  the respect in which the same is  untrue),  that
     all  covenants required by the terms hereof to be  performed
     by  Seller  on  or  before the Closing Date,  have  been  so
     performed  (or,  if  any  such  covenant  has  not  been  so
     performed,  indicating  that  such  covenant  has  not  been
     performed),  and  that  all documents  to  be  executed  and
     delivered  by  Seller at the Closing have been  executed  by
     duly authorized officers of Seller.

            (viii)     A  pay-off  letter,  accompanied  by  wire
     transfer instructions from each secured lender of Seller and
     written  instructions  from Seller  directing  Purchaser  to
     transfer  funds,  out of the Purchase Price,  to  each  such
     secured  lender of Seller as necessary to pay  off  Seller's
     indebtedness to each such lender.

           (ix) Releases of all liens and other encumbrances  and
     security  interests held by any lender of Seller in  any  of
     the  Purchased Assets, including, without limitation,  UCC-3
     termination statements.

          (x)  To the extent obtained, all necessary consents for
     the  assignment of contracts, leases, purchase orders, sales
     orders,  Permits and Environmental Permits which are  to  be
     assigned to Purchaser or alternate arrangements with respect
     thereto, all as reasonably acceptable to Purchaser.

          (xi) Such other documents as may reasonably be required
     in order to effectuate the provisions of Section 1.6 hereof.

           (xii)      Such  other documents as may reasonably  be
     required from Seller in order to effectuate the transactions
     contemplated  (i) hereby and (ii) by the Seller's  Ancillary
     Documents.

      7.4   No  Merger.   None of the covenants, representations,
warranties  and agreements of Purchaser and Seller, as  the  case
may be, contained in this Agreement shall merge with any deed  or
conveyance,  and such covenants, representations, warranties  and
agreements shall survive the Closing and shall continue  in  full
force  and  effect until such time, if any, as provided  in  such
covenant or agreement or otherwise limited by law.


                          ARTICLE VIII

                         Indemnification

     8.1  General.  From and after the Closing, the parties shall
indemnify each other as provided in this Article VIII.   For  the
purposes of this Article VIII, each party shall be deemed to have
remade  all  of its representations and warranties  contained  in
this  Agreement  at  the  Closing with  the  same  effect  as  if
originally  made at the Closing.  As used in this Agreement,  the
term  "Damages"  shall  mean  all liabilities,  demands,  claims,
actions  or causes of action, regulatory, legislative or judicial
proceedings  or  investigations,  assessments,  levies,   losses,
fines, penalties, damages, costs and expenses, including, without
limitation,  reasonable attorneys', accountants', investigators',
and  experts'  fees  and  expenses,  sustained  or  incurred   in
connection  with the defense or investigation of any such  claim.
As  used  in  this Agreement, the term "Indemnified Party"  shall
mean  a party hereto who is entitled to indemnification from  the
other  party  hereto pursuant to this Article VIII; "Indemnifying
Party"  shall  mean  a  party hereto who is required  to  provide
indemnification  under  this Article  VIII  to  the  other  party
hereto;  and  "Third  Party Claims" shall  mean  any  claims  for
Damages  asserted or threatened by a party other than the parties
hereto,  their  successors  and permitted  assigns,  against  any
Indemnified Party or to which an Indemnified Party is subject.

      8.2   Indemnification Obligations of Seller.  Seller  shall
defend,  indemnify,  save  and keep harmless  Purchaser  and  its
successors  and  permitted assigns against and from  all  Damages
sustained  or incurred by any of them resulting from  or  arising
out of or by virtue of:

           (a)  any inaccuracy in or breach of any representation
     and  warranty  made by Seller in this Agreement  or  in  any
     closing  document delivered to Purchaser in connection  with
     this Agreement;

           (b)  any breach by Seller of, or failure by Seller  to
     comply with, any of its covenants or obligations under  this
     Agreement  (including, without limitation,  its  obligations
     under this Article VIII);

           (c)  the failure to discharge when due (whether before
     or  after  Closing)  any liability or obligation  of  Seller
     other  than  the Assumed Liabilities, or any  claim  against
     Purchaser or the Purchased Assets with respect to  any  such
     liability or obligation or alleged liability or obligation;

           (d)  any claims by parties other than Purchaser to the
     extent caused by acts or omissions of Seller on or prior  to
     the  Closing Date, including, without limitation, claims for
     Damages  which arise or arose out of Seller's  operation  of
     the  Business  or  by virtue of Seller's  ownership  of  the
     Purchased Assets on or prior to the Closing Date;

           (e)  any employee pension benefit plan (as defined  by
     Section 3(2) of ERISA) or any employee welfare benefit  plan
     (as  defined  in Section 3(1) of ERISA) which Seller  or  an
     ERISA  Affiliate has at any time maintained or  administered
     or  to  which Seller or any ERISA Affiliate has at any  time
     contributed  (including, without limitation,  any  liability
     for    health    continuation   requirements   under    Code
     Section  4980B or Part 6 of Subtitle B of Title I  of  ERISA
     and  any liability arising pursuant to Title IV of ERISA for
     plan termination, withdrawal or partial withdrawal from  any
     multi-employer  plan, or any lien to enforce  any  Title  IV
     liability);

           (f)   any  benefits accrued pursuant to  any  employee
     retirement  plan, employee welfare plan or employee  benefit
     plan  at  or  prior to the Closing Date other than  benefits
     payable  under  insurance  policies  constituting  Purchased
     Assets;

       (g)   any  action or failure to act, in whole or in  part,
  at  or  prior to the Closing Date with respect to any  employee
  retirement  plan,  employee welfare plan  or  employee  benefit
  plan; or

       (h)   failure to deliver to Purchaser the quality of title
  required under this Agreement.

     8.3  Purchaser's Indemnification Covenants.  Purchaser shall
defend,  indemnify,  save  and  keep  harmless  Seller  and   its
successors  and  permitted assigns against and from  all  Damages
sustained  or incurred by any of them resulting from  or  arising
out of or by virtue of:

           (a)  any inaccuracy in or breach of any representation
     and  warranty made by Purchaser in this Agreement or in  any
     closing document delivered to Seller in connection with this
     Agreement;

           (b)   any  breach  by  Purchaser  of,  or  failure  by
     Purchaser   to   comply  with,  any  of  its  covenants   or
     obligations   under   this  Agreement  (including,   without
     limitation, its obligations under this Article VIII);

           (c)  Purchaser's failure to pay, discharge and perform
     any of the Assumed Liabilities; or

           (d)   any claims by parties other than Seller  to  the
     extent  caused  by the acts or omissions of Purchaser  after
     the Closing Date and not constituting an Excluded Liability,
     including,  without  limitation, claims  for  Damages  which
     arise out of Purchaser's operation of the Business after the
     Closing Date.

     8.4  Cooperation.  Subject to the provisions of Section 8.5,
the  Indemnifying Party shall have the right, at its own expense,
to  participate in the defense of any Third Party Claim,  and  if
said  right  is  exercised, the parties shall  cooperate  in  the
investigation and defense of said Third Party Claim.

     8.5  Third Party Claims.  Forthwith following the receipt of
notice of a Third Party Claim, the party receiving the notice  of
the  Third  Party Claim shall (i) notify the other party  of  its
existence setting forth with reasonable specificity the facts and
circumstances of which such party has received notice and (ii) if
the  party giving such notice is an Indemnified Party, specifying
the  basis hereunder upon which the Indemnified Party's claim for
indemnification  is asserted.  The Indemnified  Party  may,  upon
reasonable notice, tender the defense of a Third Party  Claim  to
the Indemnifying Party.  If:

           (a)  the defense of a Third Party Claim is so tendered
     and  such  tender is accepted without qualification  by  the
     Indemnifying Party; or

           (b)   within thirty (30) days after the date on  which
     written  notice  of  a  Third Party  Claim  has  been  given
     pursuant  to this Section 8.5, the Indemnifying Party  shall
     acknowledge    with   qualification   its    indemnification
     obligations as provided in this Article VIII in  writing  to
     the   Indemnified  Party,  but  shall  commit  to  providing
     defense;

then, except as hereinafter provided, the Indemnified Party shall
not  have  the right to defend or settle such Third Party  Claim.
The  Indemnified Party shall have the right to be represented  by
counsel  at  its  own  expense  in  any  such  contest,  defense,
litigation  or  settlement conducted by  the  Indemnifying  Party
provided  that  the  Indemnified  Party  shall  be  entitled   to
reimbursement therefor if the Indemnifying Party shall  lose  its
right  to  contest, defend, litigate and settle the  Third  Party
Claim as herein provided.  The Indemnifying Party shall lose  its
right to defend and settle the Third Party Claim if it shall fail
to  diligently  contest the Third Party Claim.  So  long  as  the
Indemnifying  Party has not lost its right and/or  obligation  to
defend  and  settle  as herein provided, the  Indemnifying  Party
shall  have  the exclusive right to contest, defend and  litigate
the  Third Party Claim and shall have the exclusive right, in its
discretion  exercised  in good faith,  and  upon  the  advice  of
counsel,  to settle any such matter, either before or  after  the
initiation of litigation, at such time and upon such terms as  it
deems  fair and reasonable, provided that at least ten (10)  days
prior to any such settlement, written notice of its intention  to
settle  shall  be given to the Indemnified Party.   All  expenses
(including  without limitation attorneys' fees) incurred  by  the
Indemnifying Party in connection with the foregoing shall be paid
by  the  Indemnifying Party.  Notwithstanding the  foregoing,  in
connection  with  any settlement negotiated  by  an  Indemnifying
Party,  no Indemnified Party shall be required by an Indemnifying
Party  to (x) enter into any settlement that does not include  as
an  unconditional term thereof the delivery by  the  claimant  or
plaintiff  to  the  Indemnified  Party  of  a  release  from  all
liability in respect of such claim or litigation, (y) enter  into
any  settlement  that attributes by its terms  liability  to  the
Indemnified  Party or (z) consent to the entry  of  any  judgment
that  does not include as a term thereof a full dismissal of  the
litigation  or  proceeding  with prejudice.   No  failure  by  an
Indemnifying  Party to acknowledge in writing its indemnification
obligations  under  this Article VIII shall relieve  it  of  such
obligations to the extent they exist.  If an Indemnified Party is
entitled to indemnification against a Third Party Claim, and  the
Indemnifying Party fails to accept the defense of a  Third  Party
Claim tendered pursuant to this Section 8.5, or if, in accordance
with  the foregoing, the Indemnifying Party shall lose its  right
to contest, defend, litigate and settle such a Third Party Claim,
the Indemnified Party shall have the right, without prejudice  to
its   right  of  indemnification  hereunder,  in  its  discretion
exercised  in  good  faith and upon the  advice  of  counsel,  to
contest,  defend  and litigate such Third Party  Claim,  and  may
settle  such  Third  Party  Claim, either  before  or  after  the
initiation of litigation, at such time and upon such terms as the
Indemnified  Party deems fair and reasonable,  provided  that  at
least  ten (10) days prior to any such settlement, written notice
of  its  intention to settle is given to the Indemnifying  Party.
If,  pursuant  to  this  Section 8.5, the  Indemnified  Party  so
defends  or settles a Third Party Claim, for which it is entitled
to   indemnification  hereunder,  as  hereinabove  provided,  the
Indemnified  Party shall be reimbursed by the Indemnifying  Party
for  the  reasonable  attorneys'  fees  and  other  expenses   of
defending  the Third Party claim which is incurred from  time  to
time,  forthwith  following the presentation to the  Indemnifying
Party  of  itemized  bills  for said attorneys'  fees  and  other
expenses.

      8.6  Expiration.  The liability of the parties to indemnify
each  other  under this Article VIII shall terminate  and  expire
thirty  (30) months after the Closing Date, except for  liability
with  respect to claims for indemnity submitted prior to the  end
of  such  30-month period, as to which liability of  the  parties
hereunder  shall survive and continue without limit  until  final
resolution thereof.


                           ARTICLE IX

                Effect of Termination/Proceeding

     9.1  Right to Terminate.  This Agreement and the transaction
contemplated  hereby may be terminated at any time prior  to  the
Closing by prompt notice given in accordance with Section 11.3:

           (a)   by  the mutual written consent of Purchaser  and
     Seller; or

          (b)  by either of such parties if the Closing shall not
     have  occurred at or before 11:59 p.m. on the Closing  Date;
     provided,   however,  that  the  right  to  terminate   this
     Agreement  under this Section 9.1(b) shall not be  available
     to   any   party  whose  failure  to  fulfill  any  material
     obligation  under this Agreement has been the  cause  of  or
     resulted in the failure of the Closing to occur on or  prior
     to the aforesaid date.

      9.2  Remedies.  In the event of a breach of this Agreement,
the  non-breaching party shall not be limited to  the  remedy  of
termination  of this Agreement, but shall be entitled  to  pursue
all  available legal and equitable rights and remedies, and shall
be  entitled to recover all of its reasonable costs and  expenses
incurred   in   pursuing  them  (including,  without  limitation,
reasonable attorneys' fees); provided, however, that the  parties
agree  that  Seller's remedies for Purchaser's default  hereunder
would  be difficult, if not impossible, to determine.  Therefore,
Seller's  damages on Purchaser's default shall in all  events  be
limited  to Seller's retention of the Deposit Monies,  which  are
agreed to be Seller's liquidated damages hereunder.

     9.3  Injunctive Relief.  Seller specifically recognizes that
any  breach  of  the  provisions of  this  Agreement  will  cause
irreparable  injury to Purchaser and that actual damages  may  be
difficult  to  ascertain, and in any event,  may  be  inadequate.
Accordingly  (and without limiting the availability of  legal  or
equitable,  including  injunctive,  remedies  under   any   other
provisions of this Agreement), Seller agrees that in the event of
any such breach, Purchaser shall be entitled to equitable relief,
including   the  specific  performance  of  Seller's  obligations
hereunder, and such other legal and equitable remedies  that  may
be available.


                           ARTICLE X

                Post Closing and Business Matters
                                
      10.1  Safes and Safe Deposit Boxes. Immediately  after  the
Closing, Seller shall send written notice to guests or tenants or
other persons who have valuables or other items in Seller's  safe
deposit  boxes, advising of the sale of the Business to Purchaser
and  requesting immediate removal of the contents thereof or  the
removal  thereof  and  concurrent  re-deposit  of  such  contents
pursuant to new safe deposit agreements with Purchaser.   Seller,
at  its own expense, shall have a representative present when the
boxes  are  opened,  in  the  presence  of  a  representative  of
Purchaser.  Purchaser shall not be liable or responsible for  any
items claimed to have been in such boxes unless such items are so
removed and re-deposited, and Seller agrees to indemnify and hold
harmless  Purchaser  and its Indemnitees from  and  against  such
Liabilities.

     10.2 Inspection of Records.  Seller and Purchaser shall each
retain  and  make  their respective books and records  (including
work  papers  in the possession of their respective  accountants)
available  for  inspection by the other party,  or  by  its  duly
accredited  representatives, for reasonable business purposes  at
all  reasonable times during normal business hours,  for  a  five
year  period  after  the  Closing  Date,  with  respect  to   all
transactions  occurring  prior  to  and  those  relating  to  the
Closing, the historical financial condition, assets, liabilities,
results of operations and cash flows of Seller.  As used in  this
Section 10.2, the right of inspection includes the right to  make
extracts  or  copies.  The representatives of a party  inspecting
the  records  of the other party shall be reasonably satisfactory
to the other party.

      10.3  Certain  Assignments.  Any other  provision  of  this
Agreement  to the contrary notwithstanding, this Agreement  shall
not  constitute an agreement to transfer or assign, or a transfer
or   assignment   of,   any  claim,  contract,   lease,   Permit,
Environmental Permit, commitment, sales order or purchase  order,
or  any benefit arising thereunder or resulting therefrom, if  an
attempt  at  transfer or assignment thereof without  the  consent
required  or  necessary for such assignment, would  constitute  a
breach  thereof  or  in any way adversely affect  the  rights  of
Purchaser  or Seller thereunder.  If such a consent or  agreement
to  transfer or assign is not obtained for any reason,  Purchaser
and  Seller  shall  cooperate in any  arrangement  Purchaser  may
reasonably  request to provide for Purchaser the  benefits  under
such   claim,  contract,  lease,  Permit,  Environmental  Permit,
commitment or order.

      10.4  Employees.  Purchaser shall not be obligated to offer
employment  to any employee of Seller, but Purchaser  shall  have
the  right to employ employees of Seller as of the Closing  Date,
on  terms  and conditions established by Purchaser  in  its  sole
discretion.   For a period of one year commencing on the  Closing
Date,  Seller shall not take any actions which are calculated  to
persuade  any  salaried,  technical  or  professional  employees,
representatives  or  agents  of  Purchaser  to  terminate   their
association with Purchaser.

      10.5  Sales and Transfer Taxes and Fees.  Seller shall  pay
when  due  from  assets  other than  the  Purchased  Assets,  all
recording fees for documents necessary to clear title as required
hereunder,   personal  property  title  application  fees,   real
property transfer taxes and fees and all other taxes and fees  on
transfer of the Purchased Assets arising by virtue of the sale of
the  Purchased  Assets to Purchaser, regardless  of  whether  the
liability for said taxes or fees is imposed by law upon Seller or
upon Purchaser.  Purchaser shall be responsible for any sales tax
due  as  a  result of the sale of the Purchased Assets hereunder.
Seller  shall  nevertheless remain solely liable for  all  sales,
income  and other taxes incurred in the operation of the Business
through the Cut-Off Time.

      10.6  Further Assurances.  The parties shall  execute  such
further  documents,  and perform such further  acts,  as  may  be
necessary  to  transfer  and  convey  the  Purchased  Assets   to
Purchaser, on the terms herein contained, and to otherwise comply
with  the terms of this Agreement and consummate the transactions
contemplated hereby.

      10.7 Regulatory Matters.  Several of Purchaser's affiliates
("Players Entities") are licensed by and otherwise subject to the
authority  of  various  casino  and  gaming  regulatory  agencies
including, but without limitation, gaming regulators in Illinois,
Kentucky,  Louisiana, Missouri, Nevada and  New  Jersey  ("Gaming
Regulators").   Purchaser  has adopted  a  regulatory  compliance
policy,  and Seller, for itself and its successors and  permitted
assigns,  agrees  to  provide Purchaser with such  documentation,
information  and  assurances regarding  Seller  and  its  general
partners  as  may be necessary in order for Purchaser  to  comply
with  Purchaser's  regulatory  compliance  policy  and  with  the
request  of  any  Gaming Regulators.  The foregoing  shall  be  a
material obligation of Seller hereunder.

      10.8  Brokerage Matters.       Seller agrees  that  at  the
Closing  it shall pay to Seller's Agent a commission with respect
to  the  transaction contemplated hereby.  Each  of  the  parties
hereto  represents  and  warrants to the other  that,  except  as
provided  in  the  immediately preceding sentence,  neither  such
party  nor  any  officer, director or agent  of  such  party  has
entered  into  any agreement for the payment of any brokerage  or
finder's  fees,  commissions, compensation  or  expenses  to  any
person,  firm  or corporation in connection with the transactions
contemplated by this Agreement, and each agrees to indemnify  and
hold  and  save the other or others harmless from any such  fees,
commissions,  compensation  or  expenses  (including   reasonable
attorneys'  fees  and other expenses incurred in connection  with
any such claim which may be due or asserted by reason of any such
agreement or purported agreement by the indemnifying party).

     10.9 Costs of Parties.

           (a)   Purchaser shall be responsible for the  cost  of
     Purchaser's  title  abstract,  its  commitment   for   title
     insurance  and  ALTA  owner's title  policy  (provided  that
     Seller  shall promptly provide to Purchaser a  copy  of  any
     previous  title work on the Real Estate), the  cost  of  any
     survey  or environmental site assessment of the Real Estate,
     if   any,  and  all  recording  fees  and  charges  for  the
     conveyance   instruments  contemplated  under  Article   VII
     hereof.  Purchaser shall be responsible for all direct costs
     of its due diligence review under Section 5.5 hereof.

           (b)   Seller shall be solely responsible, at  its  own
     cost,  for  compliance with any applicable bulk transfer  or
     similar  law, with ERISA and any other employee  welfare  or
     protection laws, as well as any other employment laws.

          (c)  Each party shall pay its own legal, accounting and
     consulting fees relating to this transaction as contemplated
     by Section 11.4 hereof.

     10.10     Employees.

           (a)  Seller hereby represents and warrants that Seller
     has  136  full-time active employees as of the date of  this
     Agreement.   Seller covenants and agrees that  it  will  not
     terminate  employment of any such full-time active employees
     between the date hereof and the Closing Date, except in  the
     ordinary  course  of  the Business,  for  cause.   Purchaser
     acknowledges that some of Seller's employees may  also  quit
     their employment between the date of this Agreement and  the
     Closing  Date.  Seller agrees to use its good faith  efforts
     to  retain  its employees at the Hotel.  Seller acknowledges
     that   Purchaser  shall  have  no  liability  or  obligation
     relating to Seller's employer-employee relationship with the
     employees  of the Business, and Seller agrees  to  take  all
     appropriate  and  legally necessary  actions  in  connection
     therewith.

          (b)  Except as specifically provided under this Section
     10.10,  Purchaser shall have no obligation or  liability  to
     hire  or  employ,  from  and after  the  Closing  Date,  any
     employees   of   Seller.   All  compensation,   obligations,
     liabilities  and  claims (including  under  the  Fair  Labor
     Standards Act or the WARN Act (as herein defined)) due to or
     claimed by an employee of Seller, arising or accruing  prior
     to  or  by  virtue of Closing (whether under  an  employment
     contract  or  otherwise; and including  severance  or  other
     obligations),  shall  be  the  responsibility   of   Seller.
     Purchaser shall not be responsible for any such liability or
     obligations,  and  Seller  agrees  to  indemnify  and   hold
     Purchaser and its Affiliates harmless from and against same.
     The  foregoing indemnity shall include, without  limitation,
     all  required  tax  withholdings  and  contributions  to  or
     premiums  for  any  other insurance or benefit  programs  or
     plans, to the extent arising or accruing prior to Closing.

          (c)  Purchaser shall have the right, as part of its due
     diligence review under Section 5.5 hereof, to review all  of
     Seller's  employment records and personnel files.  From  and
     after  November 17, 1997 (or December 2, 1997  if  Purchaser
     elects to extend the date for satisfaction of the conditions
     in  Section  6.2(g)  and  for 6.2(i) hereof)  (the  "Contact
     Date"),  Purchaser shall also have the right  to  conduct  a
     "jobs fair" at the Hotel, and to meet with and interview all
     of Seller's employees.  Purchaser shall not contact Seller's
     employees in connection with this transaction prior  to  the
     Contact Date, except in connection with (and as necessary to
     perform) Purchaser's due diligence review under Section  5.5
     hereof.

           (d)   After  the Contact Date but at least  three  (3)
     business  days  before  the Closing  Date,  Purchaser  shall
     identify  to  Seller those employees to  whom  it  does  not
     intend  to offer employment at the Business.  Such employees
     are  referred to herein as "Non-hired Employees".  All other
     employees are referred to herein as "Rehired Employees".

             (e)    Purchaser   agrees,   based   upon   Seller's
     representation,   warranty  and  covenant   set   forth   in
     subsection   (a)  hereof,  that  the  number  of   Non-hired
     Employees shall not exceed one-third of the total number  of
     Seller's full-time active employees immediately prior to the
     Closing Date.  Such representation, warranty and covenant of
     Seller  are  material obligations of Seller  hereunder,  and
     Purchaser   has  relied  thereon  in  entering   into   this
     Agreement, specifically including, without limitation,  this
     Section  10.10 hereof.  Purchaser shall, from and after  the
     closing  Date, offer employment to the Rehired Employees  at
     such  pay  and  on  such  other terms  not  materially  less
     favorable  to such Rehired Employees than those provided  by
     Seller  immediately  prior  to Closing.   The  covenants  of
     Purchaser in this subsection (e) are material obligations of
     Purchaser  hereunder  and  Seller  has  relied  thereon   in
     entering   into  this  Agreement,  specifically   including,
     without limitation, this Section 10.10 hereof.

           (f)   In reliance on Seller's representation, warranty
     and  covenant set forth in subsection (a) hereof,  Purchaser
     shall  be  responsible for any liability under  the  Workers
     Adjustment  and Retraining Notification Act, 29 U.S.C.  2100
     et  seq (the "WARN Act") that may be caused by  terminations
     by Purchaser of Rehired Employees from and after the Closing
     Date, and Purchaser shall indemnify and hold Seller harmless
     from and against any liability under the WARN Act arising as
     a result thereof.


      10.11     Other Matters.  Unless otherwise agreed by Seller
and  Purchaser,  Seller  shall  be  solely  responsible  for  all
severance benefits, incentive pay and vacation pay, if  any,  for
all  employees,  and shall provide all employees  with  severance
benefits,  and  the vacation pay they may have earned,   the  pro
rata  part  of the vacation pay they would have earned  upon  the
anniversary date of their employment, if any, as of Closing.

      10.12      Names and Marks.  From and after Closing, Seller
shall  not  use  any  of the names, marks or  other  intellectual
property described in Section 1.2(f) hereof.


                           ARTICLE XI

                         Miscellaneous

      11.1 Confidentiality.  Purchaser and Seller hereby agree to
maintain  the  confidentiality, other than  to  their  (or  their
Affiliate's)   officers,   employees,   advisors,   agents,   and
consultants or as required by law, rule or regulation, of (a) all
information that is exchanged that is not public information, (b)
the  fact that this Agreement has been entered into and the terms
and  conditions  of this Agreement, and (c) the  results  of  the
inspections  and tests that are done at the Hotel  in  connection
with  Purchaser's due diligence.  "Public information" shall mean
information  that  was  in  the public  domain  or  independently
received  from  a  third party with the right  to  disclose  such
information,  information that was previously known  to  a  party
before  entering  into  this Agreement, or  information  that  is
required to be disclosed by law.

      11.2 Publicity.  Except as otherwise required by law, press
releases concerning this transaction shall be made only with  the
prior  agreement of the Seller and Purchaser, and no  such  press
releases  or  other  publicity shall  state  the  amount  of  the
Purchase  Price.  Purchaser agrees not to discuss the transaction
contemplated by this Agreement with Seller's employees before the
Contact Date unless Seller coordinates such discussion.

     11.3 Notices.  All notices required or permitted to be given
hereunder  shall be in writing and may be delivered by  hand,  by
facsimile, by nationally recognized private courier, or by United
States  mail.   Notices delivered by mail shall be  deemed  given
three  (3)  business  days after being deposited  in  the  United
States  mail,  postage  prepaid, registered  or  certified  mail.
Notices  delivered  by hand or by nationally  recognized  private
carrier shall be deemed given on the first business day following
receipt; notices delivered by facsimile shall be deemed given  on
the day of receipt; provided, however, that a notice delivered by
facsimile  shall  only  be  effective  if  such  notice  is  also
delivered  by  hand,  or  deposited in the  United  States  mail,
postage  prepaid, registered or certified mail, on or before  two
(2)  business days after its delivery by facsimile.  All  notices
shall be addressed as follows:

               If to Seller
               Addressed to

               Lakeshore Hotels, Ltd.
                    505 N. Lakeshore Drive
               Lake Charles, LA 70601
               Attention: Ted W. Price, Jr.
               Telecopier: 318-491-9938

               with a copy to

               John R. Pohorelsky, Esq.
               Scofield, Gerard, Veron, Singletary & Pohorelsky
               P.O. Drawer 3028
               Lake Charles, LA 70602
               Telecopier: 318-436-0306

               If to Purchaser
               Addressed to

               Players International, Inc.
               1300 Atlantic Avenue
               Suite 800
               Atlantic City, NJ 08401
                Attention: Patrick Madamba, Jr., Vice President &
General Counsel
               Telecopier:  609-449-7765



               with a copy to

               Daniel S. Ojserkis, Esq.
                Horn, Goldberg, Gorny, Plackter, Weiss & Perskie,
P.A.
               1300 Atlantic Ave., Suite 500
               Atlantic City, NJ 08401
               Telecopier:  609-348-6834

               with another copy to

               Charles D. Viccellio, Esquire
               Stockwell, Sievert, Viccellio, Clements & Shaddock
L.L.P.
               One Lakeside Plaza, 4th Floor
               Lake Charles, Louisiana  70601
               Telecopier:  318-493-7210

and/or  to  such other respective addresses and/or addressees  as
may  be  designated  by  notice  given  in  accordance  with  the
provisions  of this Section 11.3.  Counsel for either  party  may
give notice as provided for hereunder on behalf of such party.

      11.4  Expenses.  Each party hereto shall bear all fees  and
expenses  incurred by such party in connection with, relating  to
or arising out of the execution, delivery and performance of this
Agreement  and the consummation of the transactions  contemplated
hereby,  including, without limitation, attorneys',  accountants'
and other professional fees and expenses.

      11.5  Entire Agreement.  This Agreement and the instruments
to  be delivered by the parties pursuant to the provisions hereof
constitute  the  entire  agreement  between  the  parties.   Each
exhibit,   and  the  Disclosure  Schedule,  shall  be  considered
incorporated into this Agreement.  Any amendments, or alternative
or  supplementary provisions to this Agreement, must be  made  in
writing  and  duly  executed by an authorized  representative  or
agent of each of the parties hereto.

       11.6   Survival;  Non-Waiver.   All  representations   and
warranties   shall   survive  the  Closing  regardless   of   any
investigation  or  lack of investigation by any  of  the  parties
hereto.   The failure in any one or more instances of a party  to
insist  upon  performance  of  any of  the  terms,  covenants  or
conditions of this Agreement, to exercise any right or  privilege
in  this Agreement conferred, or the waiver by said party of  any
breach  of  any  of  the terms, covenants or conditions  of  this
Agreement, shall not be construed as a subsequent waiver  of  any
such  terms, covenants, conditions, right or privileges, but  the
same shall continue and remain in full force and effect as if  no
such  forbearance  or waiver had occurred.  No  waiver  shall  be
effective  unless  it is in writing and signed by  an  authorized
representative of the waiving party.

      11.7 Applicable Law.  This Agreement shall be governed  and
controlled   as   to   validity,   enforcement,   interpretation,
construction,  effect and in all other respects by  the  internal
laws  of  the State of Louisiana applicable to contracts made  in
that State.

      11.8 Binding Effect; Benefit; Relationship.  This Agreement
shall  inure  to the benefit of and be binding upon  the  parties
hereto,  and their successors and permitted assigns.  Nothing  in
this Agreement, express or implied, is intended to confer on  any
person  other  than  the  parties hereto,  and  their  respective
successors   and   permitted  assigns   any   rights,   remedies,
obligations or liabilities under or by reason of this  Agreement.
The  relationship  of Seller and Purchaser is  strictly  that  of
vendor  and  vendee,  and nothing in this Agreement,  express  or
implied,  shall  be  deemed  or  construed  to  make  Seller  and
Purchaser  partners, joint venturers, or principal and  agent  in
the conduct of their respective businesses.

      11.9 Assignability.  This Agreement shall not be assignable
by  either  party without the prior written consent of the  other
party,  except  that  at  or prior to the Closing  Purchaser  may
assign its rights and delegate its duties under this Agreement to
one  or  more Affiliate entities and may assign its rights  under
this  Agreement to its lenders for collateral security  purposes,
and  after  the  Closing  Purchaser may  assign  its  rights  and
delegate its duties under this Agreement to any third party.

      11.10  Amendments.  This Agreement shall not be modified or
amended except pursuant to an instrument in writing executed  and
delivered on behalf of each of the parties hereto.

      11.11   Headings.  The headings contained in this Agreement
are  for  convenience of reference only and shall not affect  the
meaning or interpretation of this Agreement.

       11.12      Construction.   This  Agreement  shall  not  be
construed more strictly against one party than against the other,
merely  by  virtue  of the fact that it may  have  been  prepared
primarily  by counsel for one of the parties, it being recognized
that both Purchaser and Seller have contributed substantially and
materially to the preparation of this Agreement.

      11.13      Letter  of Intent.  By their execution  of  this
Asset  Purchase Agreement, Seller and Purchaser hereby waive  and
release each other from any default or claim of default they  may
have  against the other under the Letter of Intent between Seller
and Purchaser dated August 21, 1997, as amended.

                             SELLER:
                                
      THUS  DONE  AND  SIGNED in the presence of the  undersigned
attesting  witnesses  and  me, Notary  Public  at  Lake  Charles,
Louisiana on this 30th day of September, 1997.


WITNESSES:                          LAKESHORE  HOTELS,  LTD.,   a
Louisiana
                                   partnership in commendam

                                   By:
                                   Name:
                                   Title:


                                                  _
                          NOTARY PUBLIC
                                
                                
                           PURCHASER:

      THUS  DONE  AND  SIGNED in the presence of the  undersigned
attesting  witnesses  and  me, Notary  Public  at  Lake  Charles,
Louisiana on this 30th day of September, 1997.

WITNESSES:                         PLAYERS INTERNATIONAL, INC., a
                                   Nevada corporation


                                   By: /s/ Patrick Madamba, Jr.
                                   Name:  Patrick Madamba, Jr.
                                   Title: Vice President



                          NOTARY PUBLIC
                             JOINDER
                                

      The  undersigned  hereby  join in  the  execution  of  this
Agreement,   simultaneously  with  Seller,  to   evidence   their
agreement to be bound by the provisions of Section 1.6  hereof:

      THUS  DONE  AND  SIGNED in the presence of the  undersigned
attesting  witnesses  and  me, Notary  Public  at  Lake  Charles,
Louisiana on this 30th day of September, 1997.

WITNESS (as to all signatures)

                                   /s/ Ted W. Price, Sr.
                                   Ted W. Price, Sr.

WITNESS (as to all signatures
                                   /s/ Ted W. Price, Jr.
                                   Ted W. Price, Jr.


                                                           
                                   /s/ Robert W. Price, Sr.
                                   Robert W. Price, Sr.


                                                           
                                   /s/ Robert W. Price, Jr.
                                   Robert W. Price, Jr.


                                       
                          Notary Public

                         SCHEDULE 1.2(c)
                                
                                
                   Description of Real Estate
                                
That  certain  tract or parcel of land situated  in  Section  31,
Township  9 South, Range 8 West, Calcasieu Parish, Louisiana  and
being more particularly described as follows to wit;

For  a  point of commencement, begin at the Southeast  corner  of
Block 30 of Thomas Bilbo and Ann Lawrence subdivision in the City
of Lake Charles, Louisiana;

Thence  West along the North right-of-way line of Lawrence Street
and along the West prolongation of the North right-of-way line of
Lawrence  Street  450.0 feet to a point in the West  right-of-way
line of U.S. Highway No. 90-business route and/or the West right-
of-way line of Orange Street (abandoned) projected South;

Thence  West 60.0 feet along the agreement boundary line  between
the State of Louisiana and the J.A. Bel Estate;

Thence North 57 50' 00" west 451.25 feet along the said agreement
line to the point of beginning of the tract herein described:

Thence North 31 56' 05" East 250.94 feet (Call - North 32 10' 00"
East  249.49  feet) to a point 10 feet West of the West  line  of
block 34 of Thomas Bilbo and Ann Lawrence subdivision;

Thence North 00 10' 55" West 148.03 feet (Call - due North 148.03
feet);

Thence  North  89 49' 05" East 80.0 feet (Call -  due  East  80.0
feet);

Thence  North 00 10' 55" West 96.6 feet (Call - North 96.6  feet)
more  or less, to a point on the South right-of-way line; of U.S.
Highway No. 90-business route;

Thence Westerly on the said right-of-way line along the arc of  a
curve  having  a radius of 355.0 feet (the chord of  which  bears
North  76  54' 55" West and measures 47.68 feet), (the  chord  of
which  has a call of North 76 44' 00" West), a distance of  47.72
feet;

Thence North 83 45' 55" West 98.46 feet (Call - North 83 35'  00"
West 98.46 feet) along said South right-of-way line;

Thence North 80 34' 29" West 556.94 feet (Call - North 80 35' 00"
West 560.4 feet) along said South right-of-way line;

Thence South 06 13' 00" West 337.08 feet (Call - South 06 10' 00"
West  337.00  feet) to the agreement boundary  line  between  the
State of Louisiana and the J.A. Bel Estate;

Thence South 80 14' 37" East 201.0 feet (Call - South 80 35'  00"
East 200.00 feet) along said agreement line;

Thence  South  57 50' 00" East 378.25 feet along  said  agreement
line to the point of commencement.

Containing 5.80 acres, more or less.
                                
                         SCHEDULE 1.3(g)
                                
                      Other Excluded Assets
                                
                                
                                
                                
                              NONE.
                         SCHEDULE 1.4(a)
                                
                      Permitted Exceptions
                                

1.  The  effects  of a Boundary Agreement between Earl  K.  Long,
    Governor  of  the State of Louisiana, et al and  John  Albert
    Bel,  et al. filed July 26, 1951, recorded in Conveyance Book
    498, Page 276.

2.  Servitude   from  Lakeshore  Hotels,  Ltd.  to  Gulf   States
    Utilities  Company  dated September  10,  1981,  recorded  in
    Conveyance Book 1643, Page 605.

3.  Right  of Way from Lake Charles Hilton to South Central  Bell
    Telephone  Company  dated  October  27,  1981,  recorded   in
    Conveyance Book 1656, Page 138.

4.  Servitude  from Lakeshore Hotels, Ltd. to the  City  of  Lake
    Charles  dated  August 2, 1996, recorded in  Conveyance  Book
    2571, Page 372.

5.  Ad  valorem property taxes for the current tax year,  to  the
    extent not yet due and payable.

6.  Such  encrouchments as may be reflected on Purchaser's  title
    survey  for  the  Real Estate, so long as  the  same  do  not
    interfere with Purchaser's intended use or occupancy  of  the
    Real Estate.
                                
                      DISCLOSURE SCHEDULE
     Attached to and Made Part of Asset Purchase Agreement
between  Lakeshore Hotels, Ltd., as Seller, and Players Internati
onal, Inc.,
            its assignee or designee, as Purchaser

4.3(b)         Title Exceptions (other than Permitted Liens)

               - NONE -

               Equipment Leases & Installment Payment Agreements

                     -NONE,  except as disclosed in  Schedule  of
               Contracts   attached  hereto   (referenced   under
               Section 4.3(k) hereof)

4.3(g)           Financial   Statements  of   Seller   (delivered
          separately)

                     -  Audited  Financial  Report  of  Lakeshore
               Hotels,  Ltd.  for  1996  and  1995  prepared   by
               McElroy, Quirk and Birch
                     -  Audited  Financial  Report  of  Lakeshore
               Hotels,  Ltd.  for  1995  and  1994  prepared   by
               McElroy, Quirk and Birch
                     -  Audited  Financial  Report  of  Lakeshore
               Hotels,  Ltd.  for  1994  and  1993  prepared   by
               McElroy, Quirk and Birch
                     -  Audited  Financial  Report  of  Lakeshore
               Hotels,  Ltd.  for  1993  and  1992  prepared   by
               McElroy, Quirk and Birch

4.3(h)         Interim Financial Statements

                -  Seller-prepared Profit and Loss Statement  for
          1/1/97 through 7/31/97

4.3(i)         Permits

          1.    State  Dept. of Revenue and Taxation,  Office  of
          Alcoholic  Beverage Control Permit  to  Sell  Alcoholic
          Beverages;  expires  November  30,  1997;  Serial   No.
          226928,   Permit   No.  10000052  (Issued   to:   Hotel
          Management  &  Development,  Inc.;  Holiday  Inn   Lake
          Charles)

          2.    City  of  Lake Charles Permit to  Sell  Alcoholic
          Beverages; expires 12/31/97; No. 2881, Account No. 4426
          Class   A  Retail  Dealer  Liquor  (Issued  to:   Hotel
          Management  &  Development,  Inc.;  Holiday  Inn   Lake
          Charles)

          3.    City  of  Lake Charles Permit to  Sell  Alcoholic
          Beverages; expires 12/31/97; No. 2869 Account No.  4226
          Class A Retail Dealer Beer (Issued to: Hotel Management
          & Development, Inc.; Holiday Inn Lake Charles)

          4.    State Department of Health and Hospitals,  Office
          of  Public  Health  Permit  to  Operate  Any  Permanent
          Bar/Lounge;   expires  6/30/98;  Permit  No.   10-1522,
          Class  7,  Operations  Type 226 (Issued  to:  Lakeshore
          Hotels, Ltd. - Riverboat Magic) (Last Inspection Report
          7/25/97)

          5.    State Department of Health and Hospitals,  Office
          of  Public Health Permit to Operate Any Permanent  Food
          Service  Establishment;  expires  6/30/98;  Permit  No.
          10-1522,  Class  7,  Operations  Type  225  (Issued  to
          Lakeshore   Hotels,  Ltd.  -  Riverboat  Magic)   (Last
          Inspection Report 7/25/97)

          6.    City of Lake Charles Occupational License  Tax  -
          proof  of  payment for Restaurant; Lic.  Tax  No.  2413
          (Issued  to:  Hotel  Management  &  Development,  Inc.;
          Holiday Inn-Lake Charles)

          7.    City of Lake Charles Occupational License  Tax  -
          proof  of payment for Motel; Lic. Tax No. 2789  (Issued
          to:  Hotel  Management  &  Development,  Inc.;  Holiday
          Inn-Lake Charles)

          8.     U.S.  Army  Corps  of  Engineers  Permit;  dated
          March 13, 1996 (Issued to:  Lakeshore Hotels, Ltd.)

4.3(k)         Contracts, Leases, and Agreements

               (Schedule attached hereto)

4.3(m)    Commissions or Referral Fees

                -10%  Travel  Agent Commissions paid  to  Holiday
          Hospitality

                -Credit  Card  Commissions:
                              American  Express   2.8%
                              Diners Club         2.8%
                              Visa                1.5%
                              MasterCard          1.6%
                              Discover            1.7%



4.3(n)         Employees

               (List and Payscale attached hereto)

4.3(o)              Litigation, Proceedings, GovernmentalInvestigations

                     1.    Katherine T. Hoffman et al.  v.  Hotel
               Management & Development, Inc, Ted W. Price,  Sr.,
               Ted  W.  Price,  Jr., Robert W.  Price,  Sr.,  and
               Robert W. Price, Jr., Case No. 87-52127

                     2.    Rose Perkins - SETTLED BUT INSUROR  IN
               RECEIVERSHIP

                    3.   Ida Antoine - IN LITIGATION

                    4.   Rose Gallien - IN LITIGATION

                    5.    Additional General Liability,  Workers
               Compensation  and other Claims  as  Shown  on  the
               Attached Schedules.

4.3(r)         Notices of Violation

               - NONE -

4.3(s)         Notices of Violation (Environmental)

               - NONE -

               Environmental Permits

               - NONE -

                           SCHEDULE OF
                 CONTRACTS, LEASES, AGREEMENTS


               1.    (a)  Franchise License Agreement  dated
               4/14/92 for Holiday Inns franchise
                      (b)    General  Data  Agreement  dated
               4/30/92 for Holidex 2000 Reservation System
                         Each will terminate and be replaced
               in  connection with execution of New  License
               Agreement by Purchaser and Holiday Inns.

          2.    Furniture, Fixtures, and Equipment  Lease  -
          effective   10/1/90   between   Seller   and   the
          Individuals _
                          Will terminate prior to Closing as
               provided under Section 1.6 hereof.

          3.    Westinghouse Elevator Co. Hydraulic Elevator
          Preventive Maintenance Agreement
                          Terminable  on at least  90  days'
               written notice prior to 12/1 of each year
                            Assignable   on    consent    of
               Westinghouse after notice

          4.     Auto-Chlor   System   Equipment   Agreement
          (laundry)
                         Dated 2/9/96
                          Lease of 3 pieces of equipment and
               agreement for provision of cleaning services
                         Month to month
                          Terminable  on at least  30  days'
               written notice and must return equipment
                         Assignable on prior written consent
               of Auto-Chlor

          5.     Auto-Chlor   System   Equipment   Agreement
          (housekeeping)
                         Dated 2/9/96
                          Lease  of  1  piece of  equipment,
               agreement for provision of cleaning agents
                         Month to month
                          Terminable  on at least  30  days'
               written notice and must return equipment
                         Assignable on prior written consent
               of Auto-Chlor


          6.    Auto-Chlor System Dishwashing Machine  Lease
          Agreement
                         Dated 2/30(?)/97
                          Terminable  on at least  60  days'
               written  notice  prior to  anniversary  date.
               Valid  termination if notice can be given  by
               12/31/97
                         Assignability not addressed

          7.    Coin Operated Machine and Space Lease  dated
          1/22/92  between Jackpot Novelty, Inc.  and  Hotel
          Management & Development, Inc.
                         TERMINATED 11/8/96:  month-to-month
               only
                          To be fully terminated and release
               obtained prior to Closing

          8.    (a)  Management Agreement dated _______ with
          Hotel Management & Development, Inc.
                (b)   Agreement  dated 8/18/93 between  Lakeshore
          Hotels  ("LSH")  and Hotel  Management and  Development
          ("HMD")
                         Contracts with Affiliate of Seller
                          Each  to  be fully terminated  and
               release obtained prior to Closing

          9.   Cellular One Mobile Telephone Agreement
                         REVERSE SIDE NOT PROVIDED
                          Billing activation date 6/29/94  -
               monthly billing
                         Terminable if cancelled thirty (30)
               days   before  "contract  renewal  date"   or
               automatically renews for one (1) year
                           $200  cancellation  fee  if   not
               cancelled properly

          10.   Waste  Management  of Lake  Charles  Service
          Agreement dated 6/1/92
                          Terminable on at least sixty  (60)
               days prior written notice to 6/5/98
                           If   not   terminated   properly,
               liquidated damages payable (max:  monthly fee
               x 6)
                         Trash bin must be returned
                         Assignability not addressed

          11.   Communications Services, Inc.  -  Bulk  Rate
          Agreement dated 2/1/97 (Cable TV)
                         Cable TV for hotel
                         Liquidated damages
                          References "Access Agreement"  but
               we do not have this
                           Not   signed   by   Communication
               Services
                           Terminable  only  with  cause   -
               expires 1/1/99
                         Assignability not addressed

          12.    Communications   Services,   Inc.   Service
          Agreement dated May 5, 1997 (Background Music)
                         Expires after 36 mos.
                          Terminable  with at  least  ninety
               (90)  days prior written notice to expiration
               date - will automatically renew if no notice
                         Assignability not addressed
                         Must return equipment

          13.  Satellite Programming License (HBO, Showtime)
          with World Cinema, Inc.
                          Not terminable - appears to expire
               three (3) years after first day of Exhibition
               of programming (Unknown)
                          Assignable with written consent of
               World Cinema

          14.   Plant  Lease  dated  6/30/96  with  Kuntry's
          Interior Landscaping
                           Terminable  on  30  days  written
               notice, but may have 1-year minimum
                         Assignable on notice to and consent
               of Kuntry's

          15.   Tel-Comm  Communications  Consultants,  Inc.
          (Telephone  Traffic  Aggregator;  Contract   dated
          8/7/96)
                         36-month intial term
                         No termination or assignment rights

          16.       XETA      Corp.     (Call     accounting
          equipment/software; Contract dated 2/20/97)
                         1 year term
                         No assignment or termination rights

NO COPIES PROVIDED OF THE FOLLOWING:

          17.   Standard  Coffee (Coffee  urns;  No  written
          agreement exists)

          18.   Southwest  Bar  Needs,  Inc.  (Orange  juice
          machine; No written agreement exists)

          19.  Waffles of Louisiana, Inc. (Waffle irons;  No
          written agreement exists)

          20.   Eco-Lab (Pest Control; Terminable on 30 days
          written notice)

          21.   Travel  Agent  Commissions (10%  commissions
          paid to Holiday Hospitality)
          22.    Mercury   Cellular  (Pagers;   No   written
          agreement exists)

          23.   Techtronics (Service Agreement  for  5  copy
          machines;  terminable  on 90  days  prior  written
          notice)

          24.   CK  &  Associates (Engineering/Environmental
          Consultants for Grease Trap; No written  agreement
          exists)

          25.   Brian  Ezell Services (Telephone Maintenance
          Services; No written agreement exists)

          26.  Bell South, Inc. (Pay phones on premises;  No
          written agreement exists)


          27.   General  Vending & Sales,  Inc.  (7  vending
          machines; No written agreement exists)

          28.   Lake  Charles  Coca-Cola Bottling,  Inc.  (9
          soft-drink machines; No written agreement exists)