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                                                                 EXHIBIT 10.173




                                   AMENDMENT
                      TO THE EMPLOYMENT AGREEMENT BETWEEN
            CAPITAL GAMING INTERNATIONAL, INC. AND EDWARD M. TRACY

                                Amendment No. 1
                                ---------------

                  This Amendment No. 1 is made as of this 28th day of May,
1997, to the Employment Agreement between Capital Gaming International, Inc.
(the "Company") and Edward M. Tracy (the "Employee") dated May 30, 1995.

                              W I T N E S S E T H

                  WHEREAS, the Company and the Employee desire to amend the
Employment Agreement as follows, as permitted under Section 16(f) of the
Employment Agreement:

                  1. The first sentence of Section 1 of the Employment
Agreement is hereby amended, to read in its entirety as follows:

                  Unless terminated earlier as herein provided, the Term of
                  the Employee's employment with the Company hereunder shall
                  commence on the date hereof and shall end on the third
                  anniversary of the effective date of the Company's Plan of
                  Reorganization in the Company's chapter 11 case, Case Number
                  96-19829 ("Plan of Reorganization"); provided, however, that
                  this Agreement and the Term of the Employee's employment
                  with the Company hereunder shall automatically be extended
                  for one year commencing on the third anniversary of the
                  effective date of the Plan of Reorganization and on each
                  successive one year anniversary after the third anniversary
                  unless the Employee or the Company shall have given written
                  notice to the other at least ninety (90) days prior to such
                  anniversary that the Term shall expire at the end of the
                  current three year or one year Term, as applicable.



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                  2. The third sentence of Section 8 is hereby deleted. The
fourth and fifth sentences of Section 8 are hereby amended, to read in their
entirety as follows:

                  The Employee shall also be entitled to the continued use of
                  the Company apartment in Philadelphia, Pennsylvania or
                  comparable accommodations in a location in or about
                  Philadelphia of his choosing during the Term hereof,
                  provided, however, if the Company relocates to an area other
                  than Philadelphia, Pennsylvania, the Employee shall be
                  entitled to comparable accommodations in such location
                  during the Term at a rent that is no greater than the rent
                  charged for his accommodations at the Company apartment in
                  Philadelphia as of the effective date of the Plan of
                  Reorganization. The value of the apartment, if taxable to
                  the Employee, and any other taxable benefits under the
                  Employment Agreement will not be grossed-up for tax-purposes
                  unless the Advisory Committee1 approves the gross-up for tax
                  purposes; and, upon such approval, taxes with respect to
                  such benefits will be paid by the Company for non-cash
                  benefits so that the Employee shall not be responsible for
                  the payment of income taxes except with respect to his
                  Salary, Incentive Compensation, stock options, stock
                  appreciation rights, stock bonuses and other similar
                  benefits.

                  3. Section 9(d)(iii) of the Employment Agreement is hereby
amended, to read in its entirety as follows:

                  In the event of any Termination Without Cause, the Employee
                  shall be entitled to and the Company shall be obligated to
                  pay the Employee a lump sum severance payment of $1.6
                  million.

                  4. The second sentence of Section 9(f) of the Employment
Agreement is hereby amended, to read in its entirety as follows:

--------
1        The term "Advisory Committee" as used herein shall have the same
         meaning as such term has in the Company's plan of reorganization, as
         confirmed by order of the United States Bankruptcy Court for the
         District of New Jersey on or about March 19, 1997.

                                     -2-
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                  In the event of Voluntary Termination, the Employee is
                  entitled to payment equal to one year Salary, payable in
                  twelve (12) equal monthly installments and in consideration
                  of such payments, the Employee consents and covenants to use
                  his good faith best efforts: (i) to effectuate a transition
                  of new management in a manner which maintains the then
                  existing Indian gaming management agreements, or at the
                  option of the Company, effectuate a run-off of the then
                  existing Indian gaming management agreements and tribal
                  loans for as long as necessary after such resignation, but
                  in no event more than twelve (12) months; and (ii) to be
                  bound by the provisions of Section 10 of this Employment
                  Agreement for the period of transition or run-off set forth
                  in Subsection (i) above rather than the period set forth in
                  Section 10. As used herein, the term "best efforts" shall
                  not require the Employee to incur nonreimbursable business
                  expenses and shall not require that the Employee be employed
                  exclusively by the Company provided that the Employee comply
                  in all material respects with the provisions of Section 10
                  hereof as modified by this Section 9(f).

                  5. Section 13(c) of the Employment Agreement is hereby
amended, to read in its entirety
as follows:

                  To the extent that the Company is not able to or elects not
                  to obtain Insurance Policies, the Company, in lieu of
                  coverage under such Insurance Polices, shall pay $100,000
                  per year, payable in quarterly installments, to an escrow
                  account held by a third party designated by the Employee and
                  subject to the approval of the Advisory Committee, such
                  approval not to be unreasonably withheld. The amounts held
                  in such escrow account shall serve as collateral to secure
                  the indemnification obligations of the Company to the
                  Employee under Section 14 hereof or under other applicable
                  law. The Escrow Agent shall be authorized to release funds
                  from such escrow account to the Employee upon receiving a
                  written certification from the Employee stating that an
                  event has occurred giving rise to a claim by the Employee of
                  indemnification against the Company and setting forth the
                  amount of such indemnification claim for which the Employee
                  seeks payment. All funds in the escrow account shall be held
                  by the Escrow Agent in the escrow account for the same
                  period the Company is required to maintain Insurance
                  Policies under Section 13(a). At the end of such period, the
                  Escrow Agent shall be required to return all unused funds to
                  the Company.
                                     -3-
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                  6. Section 16(e) of the Employment Agreement is hereby
amended, to read in its entirety as follows:

                  Advisory Committee: Notwithstanding anything in this
                  Employment Agreement to the contrary, until the Advisory
                  Committee is disbanded, such committee shall be required to
                  approve any compensation to the Employee not provided for in
                  this Employment Agreement and all bonuses and Incentive
                  Compensation paid under this Employment Agreement.

                  7. A new Section 18 shall be added to the Employment
Agreement to read in its entirety as follows:

                  Plan of Reorganization Distributions. Notwithstanding
                  anything to the contrary in the Plan of Reorganization, all
                  distributions of cash and New Secured Notes to be made to
                  the Employee under Section 6.4 of the Plan of Reorganization
                  prior to the Compliance Date shall be deferred until and
                  shall become payable on the Compliance Date; provided,
                  however, that in the event the Compliance Date occurs after
                  June 1, 1997, the Employee shall be deemed to have
                  irrevocably waived his entitlement to his share of New
                  Secured Notes under Section 6.4 of the Plan of
                  Reorganization; provided, further, however, that in the
                  event the Compliance Date does not occur prior to the one
                  year anniversary of the effective date of the Plan of
                  Reorganization, Employee shall be deemed to have waived
                  irrevocably his entitlement to his share of the $250,000
                  cash payment provided for in Section 6.4 of the Plan of
                  Reorganization. Notwithstanding the occurrence of the
                  Compliance Date, such distributions under the Plan of
                  Reorganization shall not be made if, on or before the
                  Compliance Date, the Bankruptcy Court shall have entered an
                  order, at the request of the Advisory Committee, staying
                  such distributions for cause; in the event the Bankruptcy
                  Court stays any such distributions, the distributions shall
                  be delayed only during the existence of such stay. The term
                  "Compliance Date," as used herein, shall mean the later to
                  occur of (i) the 20th day after the Debtor complies in all
                  material respects with the information requests contained in
                  Paul Silverstein's letter to William S. Papazian dated March
                  11, 1997, and (ii) the appointment of a suitable Chief

                                     -4-
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                  Financial Officer (recognizing the Reorganized Debtor's
                  financial condition and prospects), with the approval of the
                  Advisory Committee, which approval shall not be unreasonably
                  withheld.

                  8. A new Section 19 shall be added to the Employment
Agreement to read in its entirety as follows:

                  Employee Loans. So long as Employee is not in default of the
                  provisions of this Employment Agreement, as soon as
                  practicable but in no event later than thirty (30) days
                  after receipt of a written request by Employee, the Company
                  shall be obligated to make a loan to Employee in an amount
                  not to exceed the Employee's then unpaid share of the
                  $250,000 cash payment referred to in Section 6.4 of the Plan
                  of Reorganization (the "Employee Loan"). Any such Employee
                  Loan shall be unsecured, accrue interest at the rate of six
                  (6%) percent per annum and mature on the earlier to occur
                  of: (i) the date the Employee is entitled to receive his
                  share of the $250,000 cash payment provided for in Section
                  6.4 of the Plan of Reorganization; and (ii) the one year
                  anniversary of the effective date of the Plan of
                  Reorganization. The Company's obligations to make cash
                  payments to Employee under section 6.4 of the Plan of
                  Reorganization shall be offset against any amounts payable
                  as interest or principal under any then outstanding Employee
                  Loan.

                  The Employment Agreement, except as herein amended, is
hereby ratified, conformed and approved in all respects.



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                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 1 to the Employment Agreement as of 28th day of May, 1997.



                                  CAPITAL GAMING INTERNATIONAL, INC.



                                  By:
                                     ------------------------------------------
                                     Name:
                                     Title:



                                  EMPLOYEE



                                  By:
                                     -------------------------------------------
                                              Edward M. Tracy