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                                                                   Exhibit 10.2


                               AMENDMENT TO TRIBAL
                                  STATE COMPACT


WHEREAS, on the 4th Day of December 1992, the Mississippi Band of Choctaw
Indians ("Tribe") and the State of Mississippi ("State") entered into a
Tribal-State Compact ("Compact") for the regulation of Class III gaming on the
Choctaw Indian Reservation, and,

WHEREAS, Section 16 of the Compact provides for amendments and by letter dated
April 14, 1994 and duly delivered unto the Honorable Kirk Fordice ("Governor")
under the provisions of the Compact for same, the "Tribe" requested that certain
technical amendments be made, and,

WHEREAS, the Governor has given careful review and consideration to the
requested amendments, and being fully advised in the premises, has found that
the requested amendments are lawful reasonable, appropriate, and within the
recognized public policy of the "State".

IT IS THEREFORE, mutually agreed that the Compact be amended for the sections as
follows and that the language as set forth in this amendment be substituted for
that of the present Compact subject to the terms and conditions of Section 16
thereof.

         6.3 -    REPORTING OF VIOLATIONS.

         A Choctaw Gaming Commission inspector shall make inspections of the
         gaming operation on a daily basis and shall have immediate access to
         any and all areas of the Class III Gaming Operation for the purpose of
         ensuring compliance with the provisions of this Compact and Tribal
         Ordinances. Any violation(s) of the provisions of this Compact, or of
         Tribal Gaming Ordinances by a management contractor, a Gaming employee,
         or any person on the Casino premises whether or not associated with the
         Tribal Gaming operation shall be reported immediately to the Choctaw
         Gaming Commission. The Choctaw Gaming Commission shall forward copies
         of all completed investigation reports and final dispositions to the
         Mississippi Gaming Commission on a continuing basis. If requested by
         the Choctaw Gaming Commission, the Mississippi Gaming Commission shall
         assist in any investigation initiated by the Choctaw Gaming Commission,
         and provide other requested services to ensure proper compliance with
         the provisions of this Compact, Tribal Gaming Ordinances, laws of the
         Tribe, or applicable federal laws.

         8.3 -    APPLICATION PROCESS FOR CLASS III GAMING LICENSES; BACKGROUND
                  INVESTIGATIONS

         (1)      The Choctaw Gaming Commission shall require all applicants for
                  Class III Gaming licenses (entities proposing to enter into
                  Class III Gaming management contracts and management officials
                  and key employees) to pay a non-refundable application fee in
                  an amount to be determined by the Choctaw Gaming Commission
                  and to complete an application form containing sufficient
                  information to allow a background investigation of the
                  applicant, including without limitation all information
                  required by regulations promulgated pursuant to the IGRA. The
                  Choctaw Gaming Commission shall send a copy of the completed
                  applications to the Mississippi Gaming Commission and the
                  National Indian

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                  Gaming Commission. If the Choctaw Gaming Commission
                  determines that investigative costs shall exceed the
                  application fee, the Choctaw Gaming Commission shall notify
                  the applicant in writing of the estimated costs to be
                  incurred by the Choctaw Gaming Commission in performing or
                  causing to be performed a background investigations, and
                  the applicant must pay such estimated costs to the Choctaw
                  Gaming Commission prior to the Choctaw Gaining Commission
                  processing the application.

         8.8 -    EMPLOYEE GAMING

         Persons holding a work permit or license from the Choctaw Gaming
         Commission in connection with Class III Gaming or who are employed by
         any of the Tribe's supplies of gaming equipment may be permitted to
         participate in Tribal Class III gaming under such regulations as may be
         promulgated by the Choctaw Gaming Commission. Any regulations
         promulgated by the Choctaw Gaming Commission shall contain at a
         minimum, the following criteria:

         1.       No person licensed as an owner, director, officer, management
                  official or party in interest of any management contractor
                  shall play or be permitted to play, either directly or
                  indirectly through another person, any gambling game,
                  including slot machines in the casino.

         2.       All internal audit and accounting department personnel are
                  prohibited from gambling in the Casino.

         3.       Casino employees that are employed in a gaming area (i.e. pit
                  games, keno, bingo and slots, with the exception of slot
                  change personnel), are prohibited from gaming in their gaming
                  area. They may gamble in any other gaming areas.

         4.       All other employees that are considered to have a conflict of
                  interest as determined by the management contractor or the
                  Choctaw Gaming Commission are prohibited from gambling in
                  games where the conflict occurs.

         5.       Casino employees are not allowed to gamble during working
                  time. Casino Employees may gamble when they are off duty and
                  not dressed in their working attire.

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                  In all other respects the Compact shall remain in full force
and effect according to its terms and tenor.

                  So executed on this the 26th day of August, 1994.


                                        STATE OF MISSISSIPPI




                                        /s/ Kirk Fordice
                                        ----------------------------------------
                                        Kirk Fordice - Governor





APPROVED:                               MISSISSIPPI BAND OF
                                        CHOCTAW INDIANS





                                        /s/ Phillip Martin
---------------------------------       ----------------------------------------
Secretary of Interior                   Phillip Martin - Chief

Date:
     ----------------------------


                                        /s/ Frank Steve
                                        ----------------------------------------
                                        Frank Steve - Secretary / Treasurer