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                      AMENDED AND RESTATED PROMISSORY NOTE
$227,090.00                                            APRIL 1, 1997

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS
AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAW OF ANY STATE. IT
MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE UNDER
SUCH ACT AND QUALIFICATION OR REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES
LAW OR AN OPINION OF COUNSEL SATISFACTORY TO MAKER THAT SUCH REGISTRATION AND
QUALIFICATION IS NOT REQUIRED.

     This Amended and Restated Ptromissory Note is issued in replacement of the
Promissory Note dated March 21, 1996.

     FOR VALUE RECEIVED, the undersigned Leroy's Horse and Sports Place, Inc., a
Nevada corporation ("Maker"), promises to pay to the order of Robert Barengo
Pension Plan ("Payee") the principal sum of Two Hundred Twenty Seven Thousand
Ninety Dollars ($227,090.00), together with interest from the date hereof on the
unpaid principal balance of this note, until paid in full, at the Prime Rate as
reported in the Wall Street Journal during the previous quarter plus one half of
one percent calculated on a quarterly basis (or portion thereof if interest is
accrued on less than a three month period). Interest shall be computed on the
premise that a year consists of 360 days and that each month consists of 30
days.

     1. Interest shall accrue on a monthly basis commencing on April 1, 1997 and
continuing on the 1st day of each successive month through and including May 1,
1998, upon which date the entire unpaid principal sum and accrued but unpaid
interest shall be due and payable. All payments hereunder shall be paid, in
lawful money of the United States of America, directly to the Payee. Maker
reserves the right at any time to prepay, in whole or in part, the principal of
all or any part of this note.

     2. It is the express intent of the parties hereto that Maker not pay and
Payee not receive, directly or indirectly in any manner whatsoever, interest in
excess of that which may be legally paid by Maker to any Payee of this not under
applicable laws. If, under any circumstances whatsoever, Payee shall ever
receive anything of value that shall be deemed excessive interest under
applicable laws, such excessive interest shall be applied to reduce the
principal balance hereunder or to any other principal indebtedness of Maker to
Payee and not to the payment of interest or, if such excessive interest exceeds
such unpaid balance of principal or such other indebtedness, such excess shall
be refunded to Maker.

     3. Presentment, diligence, dishonor, notice of dishonor, protest and all
other notices of any kind, and, to the fullest extend permitted by law, the
right to plead any applicable statute of limitations as a defense to any demand
hereunder, are hereby waived by all makers, sureties, guarantors and endorsers,
and this waiver shall be binding upon their successors and permitted assigns.


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     4. The failure of Payee to exercise any remedy available to Payee hereunder
or under applicable law, in any one or more instances, or the acceptance by
Payee of partial payment or partial performance, shall not constitute a waiver
of such option or remedy or of any default by Maker, and all such remedies shall
remain continuously in force.

     5. Maker agrees, and Payee (and each other holder of this note) by
accepting this note agrees, that the indebtedness evidenced by this note and the
payment of the principal hereof and interest hereon and all other amounts owing
in respect hereof are subordinated in right of payment, to the extend and in the
manner provided below in this note, to the prior payment in full in cash of all
Senior Indebtedness of Maker (as defined below) and that the subordination
provided for herein is for the benefit of the holders of Senior Indebtedness of
Maker. "Senior Indebtedness of Maker" means all obligations of Maker (including,
without limitation, with respect to interest, principal and premium, if any, 
under its Business Loan Agreement with Pioneer Citizens Bank of Nevada) thereof,
including, without limitation, interest that accrues on or after, or which would
accrue but for, the filing of a petition in bankruptcy or for reorganization,
whether or not a claim for post-petition interest is allowed in such proceeding.

     6. Upon any distribution to creditors of Maker in a liquidation or
dissolution of Maker or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to Maker or its property: 
(i) holders of all Senior Indebtedness of Maker then outstanding shall be
entitled to receive payment in full in cash of all amounts owing with respect 
to all Senior Indebtedness of Maker before Payee (or any other holder of this 
note) shall be entitled to receive any payment on or with respect to this note
or the indebtedness of Maker evidenced hereby; and (ii) until all Senior
Indebtedness of Maker is paid in full in cash, any distribution to which Payee
(or any other holder of this note) would be entitled but for the subordination
provisions of this note shall be made to holders of Senior Indebtedness as
their interests may appear.

     7. Upon the maturity of any Senior Indebtedness of Maker, by lapse of time,
acceleration or otherwise, no payment (whether in cash, property or securities)
shall be made by or on behalf of Maker on account of the principal of or
interest on this note or with respect to any indebtedness evidenced hereby
unless and until all principal of, and interest on all amounts due on such
Senior Indebtedness shall first be paid in full in cash. Upon the occurrence of
any default in the payment of any obligation on or with respect to any Senior
Indebtedness of Maker that entitled the holders thereof to accelerate such
Senior Indebtedness, then in each case no payment shall be made by or on behalf
of Maker on account of principal of, or premium, if any, or accrued and unpaid
interest on this note or the indebtedness of Maker evidenced hereby unless and
until (i) all defaults with respect to Senior Indebtedness of Maker shall have
been cured or waived or shall have ceased to exist or (ii) such Senior
Indebtedness of Maker shall have been discharged or paid in full in cash.

 
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     8. In the event Maker shall make any payment of the principal of or
interest on this note or the indebtedness of Maker evidenced hereby that is
prohibited by the foregoing, such payment shall be held by Payee (or any other
holder of this note), in trust for the benefit of, and shall be paid forthwith
over and delivered to, the holders of Senior Indebtedness of Maker (pro rata as
to each of such holders on the basis of the respective amounts of Senior
Indebtedness of Maker held by them) or the representative of such Senior
Indebtedness or the trustee under the indenture or other agreement (if any)
pursuant to which Senior Indebtedness of Maker may have been issued, as their
respective interests may appear, for application to the payment of all Senior
Indebtedness of Maker remaining unpaid to the extent necessary to pay all Senior
Indebtedness of Maker in full in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the holders of Senior
Indebtedness of Maker.

     9. No right of any holder of Senior Indebtedness of Maker to enforce the
subordination of the indebtedness evidenced by this note shall be impaired by
any act or failure to act by Maker or by its failure to comply with the
subordination provisions of this note.

     10. This Note shall be governed in all respects by the laws of the State of
Nevada without giving effect to the choice of law or conflict of law rules or
laws of such jurisdiction.

     IN WITNESS WHEREOF, this note has been executed and delivered at Las Vegas,
Nevada, as of the date set forth above.




                                        LEROY'S HORSE AND SPORTS PLACE, INC.




                                        By: /s/ Victor J. Salerno
                                           --------------------------------
                                           Victor J. Salerno, President  
                                        

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