PUBLIC TRUST TIDELANDS LEASE

STATE OF MISSISSIPPI

COUNTY OF HINDS

     THIS  AGREEMENT, made  and entered  into this the  4th day of
February,  1999, by and between the SECRETARY OF STATE,  with  the
approval  of  the  GOVERNOR, for and on behalf  of  the  STATE  OF
MISSISSIPPI,  hereinafter referred to as "LESSOR,"  and  the  BEAU
RIVAGE RESORTS, INC., a Mississippi Corporation registered  to  do
and  doing  business  in  the  State of  Mississippi,  hereinafter
referred to as "LESSEE."

                            WITNESSETH:

     THAT  FOR  THE  TERM  and  in consideration  of  the  rentals
hereinafter  set forth, and covenants, conditions, and obligations
to  be  observed and performed by LESSEE, LESSOR does hereby lease
and rent unto LESSEE, pursuant to the authority of MISS. CODE ANN.
29-1-107,  the  following described  submerged land  or  tideland,
hereinafter referred to as SAID PROPERTY, to-wit:

A parcel of land situated in the City of Biloxi, Second Judicial
District, Harrison County, Mississippi, being more particularly
described as follows, to wit:

Commence at a concrete monument  denoting the intersection  of the
north margin of U.S. Highway 90 with the East margin of I-110 Loop;
thence run South 07  degrees 06'47" East, for  a distance of 148.69
feet  to a  point; thence run  South 01  degree 29'12"  East, for a
distance of 369.79 feet to the POINT OF BEGINNING; thence run South
60  degrees 54'54" East, for a  distance of 32.09 feet  to a point;
thence run South 77 degrees  05'04" East, for a  distance of  14.68
feet  to  a point; thence run  South 0 degrees  00'00" East,  for a
distance  of  136.77  feet to  a point; thence run North 89 degrees
33'38" East, for a distance of  359.69 feet  to a point; thence run
South 0 degrees 23'14" West for a distance of 90.0 feet to a point;
thence run  South 89 degrees 36'46" East, for a  distance of 803.37
feet to a point;  thence run  North 89  degrees 32'32" East,  for a
distance  of 36.95 feet to  a point; thence  South 0 degrees 22'47"
West, for a distance of  343.89 feet to a point;  thence run  North
89  degrees 36'46"  West, for a distance of 732.82 feet to a point;
thence run North 83 degrees 38'45"  West, for a distance of 495.89
feet  to a point; thence run North  01 degrees 29'12"  West, for a
distance  of 532.25 feet to  the  POINT  OF  BEGINNING, containing
450,000 Square Feet, or 10.33 acres, approximately.

1.   TERM.

     The  primary term of this lease  shall  be  for  thirty  (30)
years,  beginning  on  the  date of  the  opening of the casino or
March 31, 1999, whichever  occurs sooner.  If LESSEE  has complied

                           Exhibit 10.73
<PAGE>

with all material terms, covenants, conditions, and obligations of
this lease, as of the expiration of the primary term, LESSEE shall
have the option to extend  this lease for a renewal term of twenty
(20) years on terms and  provisions as may be  agreed to by LESSOR
and LESSEE, and thereafter as described in Section 6 below.

2.    CONSIDERATION.

     The   parties  hereto  agree  that  SAID  PROPERTY   contains
approximately 450,000 square feet of submerged lands or tidelands.
During the first five (5) year period, LESSEE covenants and agrees
to  pay  annual  rental to LESSOR in the sum  of  $1,100,000.  The
parties  agree  that  consideration for  this  lease  is  in  part
predicated  on  LESSEE developing and operating a single  dockside
gaming  facility licensed by the State of Mississippi  which  will
contain  up  to 2,228 games, tables and slot machines  and  up  to
71,669  square  feet  of gaming space as reported  to  the  Gaming
Commission. Should LESSEE desire to expand the gaming area  within
its casino beyond 2,228 games, tables and slot machines, or 71,669
square feet of gaming space, notice shall first be given to LESSOR
and a corresponding adjustment to the annual rent shall be made in
the  event  such expansion results in a material increase  in  the
fair  market rental value. Payment of the first year's rent  shall
be  made in four (4) installments, with one payment of $275,000 to
be  made on or before March 31, 1999, and the remaining balance of
$825,000  to be paid in three (3) equal installments on or  before
April 30, 1999, May 31, 1999, and June 30, 1999.

3.    RENT ADJUSTMENT.

     LESSOR  shall,  at the end of each five year  period  of  the
primary  and renewal lease terms, determine the annual rental  for
the  following five year period in accordance with MISS. CODE ANN.
Sec.  29-I-107(2)  or  as amended by subsequent  legislation.  The
initial  appraisal  required by MISS. CODE ANN.  Sec.  29-1-107(2)
shall  be conducted by an appraiser chosen by LESSOR and shall  be
completed at least six (6) months prior to the end of the  current
five  year  period. If LESSEE provides written  notice  to  LESSOR
within  thirty (30) days after receipt of LESSOR'S appraisal  that
LESSEE does not agree with the fair market rental value determined
by  LESSOR'S appraiser, LESSEE shall have the right to  select  an
appraiser to conduct an appraisal of the fair market rental  value
of  SAID  PROPERTY. LESSEE'S appraisal shall be  completed  within
sixty (60) days after LESSEE provides the foregoing written notice
to  LESSOR.  If  LESSOR'S appraiser and LESSEE'S appraiser  cannot
agree  on  the appraised fair market rental value of SAID PROPERTY
within   thirty  (30)  days  after  the  completion  of   LESSEE'S
appraisal, LESSOR'S appraiser and LESSEE'S appraiser shall  select
a  third  appraiser  to conduct an appraisal of  the  fair  market
rental  value  of  SAID  PROPERTY. The third  appraisal  shall  be
completed  within  sixty (60) days after the  third  appraiser  is
selected. The appraised fair market rental value determined by the
agreement of any two of the three appraisers shall constitute  the
appraised fair market rental value for purposes of determining the
annual  rental  for the following five year period  in  accordance
with the MISS. CODE ANN. Sec. 29-1-107(2).

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     LESSOR and LESSEE each agree to use all reasonable efforts to
complete the foregoing appraisal process prior to the beginning of
the  following  five year period. If for any reason the  foregoing
appraisal process is not completed prior to the beginning  of  the
following  five  year  period, LESSOR and LESSEE  agree  that  the
interim annual rental for the following five year period shall  be
the  annual rental for the preceding five year period adjusted  by
the  All  Urban Consumer Price Index-All Items (CPI)  pursuant  to
Miss.  Code  Ann.  Sec.  29-I-107(2).  Upon  completion  of   this
appraisal  process,  if  this  appraisal  process  results  in  an
appraised  fair  market  rental in excess of  the  interim  annual
rental, LESSEE shall pay to LESSOR such excess within thirty  (30)
days  after the completion of this appraisal process. In the event
such  appraised fair market rental is less than the interim annual
rental,  the interim annual rental shall be the annual rental  for
such five year period.

     LESSOR  and  LESSEE  acknowledge and  agree:  (a)  that  SAID
PROPERTY  is comprised of parcels devoted to three separate  uses,
(1)  as a gaming vessel, (2) as a marina and garage overhang,  and
(3)  as  open  water; and (b) that, if and when value is  assigned
based  upon  use  as a part of the appraisal process  required  by
statute, such separate uses shall be recognized.

     LESSOR and LESSEE further acknowledge and agree that any fair
market  rental  value  appraisal which may be  used  to  determine
rental  amounts will deduct the value of any improvements  by  the
LESSEE which substantially enhance the value of SAID PROPERTY.

     LESSOR  and  LESSEE further acknowledge and  agree  that  the
appraisal  of  SAID  PROPERTY by Jorgenson  &  Mann,  Inc.,  dated
January  20,  1999, shall not be used for any purpose (whether  as
precedence,  support or otherwise) by any appraiser in  connection
with any subsequent appraisal of SAID PROPERTY.

     Any  appraiser  selected by LESSOR or by LESSEE  shall  be  a
Member  of  the  Appraisal Institute (MAI designation),  shall  be
disinterested  and shall have no personal interest  or  bias  with
respect  to  LESSOR or to LESSEE, and shall not be compensated  on
any  basis that is contingent on an action or event resulting from
any   analysis,   opinions  or  conclusions  contained   in   such
appraiser's appraisal.

     LESSOR shall pay for its appraiser, LESSEE shall pay for  its
appraiser, and LESSOR and LESSEE shall share the cost of the third
appraiser equally.

     In  the  event LESSOR and LESSEE cannot agree on an  adjusted
rental amount, the lease may be canceled at the option of LESSOR.

4.    PLACE AND TIME OF PAYMENT.

     Subject  to  Article 2 above, rent shall be  payable  to  the
STATE  OF  MISSISSIPPI and shall be payable annually on or  before

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<PAGE>

March  31  of each year to the STATE OF MISSISSIPPI and  shall  be
submitted  to the SECRETARY OF STATE or his successor  in  office,
through  the  Public Lands Division, 401 Mississippi Street,  Post
Office Box 136, Jackson, Mississippi 39205.

5.   INTEREST PENALTY FOR PAST DUE RENT BALANCES.

     LESSEE shall pay a late charge equal to interest at the  rate
of  twelve percent (12%) per annum from the date due until paid on
any  lease  rentals,  fees,  or  other  charges  due  and  payable
hereunder, which are not paid within thirty (30) days of their due
date.

6.   RIGHT TO RE-LEASE.

     Pursuant  to  MISS.  CODE ANN.  29-1-107,  LESSEE  is  hereby
granted  the  prior  right, exclusive of  all  other  persons,  to
release  at  the expiration of this lease, as may be  agreed  upon
between  LESSEE and LESSOR, so long as LESSEE continues to present
satisfactory  evidence of LESSEE'S right to  occupy  the  adjacent
uplands.

7.   TAXES, SURVEY COSTS, RECORDING FEES.

     LESSEE  covenants and agrees to pay any and  all  ad  valorem
taxes   and   special  assessments  levied  by   any   county   or
municipality,  if ever any there be, applicable to  SAID  PROPERTY
and  LESSEE'S interest therein and improvements thereon;  further,
LESSEE  covenants and agrees to pay any and all survey  costs  and
recording  fees  in  connection  with  this  lease  or  any  other
reasonable fees so determined by law.

8.   TRANSFERABILITY OF LEASE.

     LESSEE  shall NOT sublease, assign, or transfer SAID PROPERTY
without the prior written permission of the Secretary of State  or
his   successor,   which  permission  shall  not  arbitrarily   or
unreasonably be withheld.

     This restriction shall not apply to any future assignment  by
LESSEE  to a successor organization in a merger, consolidation  or
similar  reorganization, nor shall it apply to  an  assignment  or
other transfer to an entity that controls, is controlled by or  is
under  common control with LESSEE. LESSEE agrees to notify  LESSOR
of  any such future assignment or transfer within thirty (30) days
of same pursuant to MISS. CODE ANN.  29-1-107(2).

9.    PUBLIC ACCESS ASSURED.

     As  a  condition of this lease, LESSOR has required that SAID
PROPERTY include significant open water which will not be occupied
by  LESSEE and which is not necessary for LESSEE'S development  or
operation  of  a  single dockside gaming facility.  As  a  further

                                 -4-
<PAGE>

condition  of  this lease, LESSOR has required  that  free  public
access  be  maintained with respect to portions of SAID  PROPERTY.
Accordingly, LESSEE agrees to maintain free public access  to  the
open  water portion of SAID PROPERTY during the term of the  lease
for  passage  of  boats over and across such open  water  and  for
surface fishing around the vessel, with no anchoring to the vessel
or its moorings permitted. This provision does not grant or permit
public  access  to enter the casino and does not grant  or  permit
public  access  beneath the vessel or beneath the parking  garage.
Further, this provision does not grant or permit public access  to
the marina except with respect to those portions of the marina, if
any, designated for use by the public.

     By  LESSEE'S  entering into this Section 9  and  agreeing  to
maintain   the   free  public  access  described   above,   LESSOR
acknowledges and understands that LESSEE is not agreeing to assume
or accept any responsibility or liability with respect to any such
public access afforded hereunder.

10. DEFAULT.

     The  parties herein expressly agree that if DEFAULT shall  be
made in the payment of any tax, assessment or rent due pursuant to
this  LEASE, after thirty (30) days notice to pay the  same,  then
and in any such event of DEFAULT it shall be lawful for LESSOR  to
enter  upon  SAID  PROPERTY, or any part  thereon,  upon  LESSOR'S
thirty  (30) day written notice to LESSEE, either with or  without
process of law, to reenter and repossess the same, and to distrain
for  any  rent  or  assessment that may be  due  thereon,  at  the
election of LESSOR, but nothing herein is to be construed to  mean
that  LESSOR is not permitted to hold LESSEE liable for any unpaid
rent  or  assessment  to  that time. As to all  other  conditions,
covenants,  and obligations imposed on LESSEE herein,  enforcement
shall  be  by  proceeding at law or in equity against  any  person
violating or attempting to violate said conditions, covenants, and
obligations, to restrain violation and to recover damages, if any,
including   reasonable  expenses  of  litigation  and   reasonable
attorney's  fees, as may be awarded by the Court. Such enforcement
by  proceedings at law or in equity may be instituted at any  time
after thirty (30) days written notice to LESSEE if the default  or
violation  has  not  been corrected within that  thirty  (30)  day
period.  Invalidation of any material provision of this  lease  by
judgment  or  court order shall, unless agreed  otherwise  by  the
parties, operate as an approved cancellation of this lease.

11.    FORFEITURE, DEFAULT OR CANCELLATION.

     LESSEE'S  FAILURE to comply with the material  provisions  of
this  lease  shall  result,  at  the  option  of  LESSOR,  in  the
cancellation  of this lease within thirty (30) days after  written
notice of default is given; provided, however, that if at the  end
of said 30-day period LESSEE is undertaking a diligent, good faith
effort  to  cure  or  has notified LESSOR in writing  that  it  is
presenting a good faith challenge regarding its failure to  comply

                                  -5-
<PAGE>

(other  than failure to pay rent when due), the 30-day period  may
be  extended  as agreed between the parties. In the event  of  any
FORFEITURE,  DEFAULT OR CANCELLATION of this lease or  termination
of  the  term,  said LESSEE shall quit, deliver up  and  surrender
possession  of  SAID PROPERTY, and thereupon this  lease  and  all
agreements  and covenants on LESSOR'S behalf to be  performed  and
kept,  shall cease, terminate and be utterly void, the same as  if
the lease had not been made. In addition thereof, LESSOR shall  be
entitled to whatever remedies it may have at law or equity.

     Immediately  upon the termination of this lease,  whether  by
FORFEITURE, DEFAULT, or CANCELLATION, LESSOR shall be entitled  to
take possession of SAID PROPERTY, custom and usage to the contrary
notwithstanding.  If  LESSEE  declines  or  fails  to  remove  the
improvements, structures and equipment occupying and erected  upon
the  leased  premises within one hundred eighty (180)  days  after
expiration  or  termination  of this lease,  such  structures  and
equipment  will be deemed forfeited by LESSEE, and may be  removed
and/or  sold  by  LESSOR  after ten (10) days  written  notice  by
certified  mail addressed to LESSEE. Any costs incurred by  LESSOR
in  the  removal  of such improvements, structures  and  equipment
shall  be paid for from the proceeds of sale of such improvements,
structures and equipment. If funds derived from the sale  of  such
improvements,  structures and equipment are  insufficient  to  pay
costs of removal, LESSOR shall have, and is hereby granted, a lien
upon  the  interest,  if  any,  of  LESSEE  in  adjacent  uplands,
enforceable in proceedings as provided by law.

12.  RENT NOT REFUNDABLE.

     LESSOR and LESSEE agree that any rent paid during the term of
this  lease is nonrefundable and LESSEE waives any right or  claim
it may have to refund of rents paid under the term of this lease.

13.  IMPROVEMENTS.

     LESSEE  will construct and maintain all improvements on  SAID
PROPERTY  as shown on Exhibit 1 attached hereto, and LESSEE  shall
own   such   improvements,  and  LESSOR  acknowledges   that   the
improvements which presently exist and which are to be constructed
on  SAID PROPERTY are not the property of LESSOR. LESSEE shall not
construct  under the terms of this lease any building or  pier  of
any type on adjoining State property.

14.  RESTRICTIONS ON USE.

     LESSEE  shall  comply  with any and all  applicable  federal,
state, county or city laws, statutes, regulations, building codes,
building  requirements, safety or conservation  regulations,  fire
codes,  ordinances,  pollution standards, or  zoning  regulations.
LESSEE  specifically agrees to comply with the ordinances  of  the
City of Biloxi or to obtain appropriate variances, copies of which
will  be provided to LESSOR. LESSEE further agrees not to fill  or

                                 -6-
<PAGE>

cover  more  than 66.7% of the surface area of SAID PROPERTY  with
structures or other improvements of any kind in order to  maintain
at  least one third of the surface area of SAID PROPERTY  as  open
water.

     If  LESSEE  fails to make permitted use of SAID  PROPERTY  or
abandons SAID PROPERTY, or uses SAID PROPERTY in violation of  any
applicable  law  or  regulation as aforesaid, this  lease  may  be
terminated  or canceled by LESSOR after thirty (30)  days  written
notice to LESSEE; provided, however, that if at the end of said 30-
day period LESSEE is undertaking a diligent, good faith effort  to
cure  or  has  notified LESSOR in writing that it is presenting  a
good faith challenge regarding any such violation or non-permitted
use,  the  30-day  period may be extended as  agreed  between  the
parties.

15.    CANCELLATION OF LICENSE.

     Should  the  Gaming  Commission  cancel  the  gaming  license
pursuant to which the "dockside casino" contemplated by this lease
is operated due to LESSEE'S violation of any applicable statute or
regulation, said cancellation shall, at the option of the  LESSOR,
be  sufficient grounds for immediate termination of the lease  and
removal  of  the  casino  vessel at the sole  expense  of  LESSEE;
provided, however, in the event LESSEE voluntarily surrenders  its
gaming license and LESSOR and LESSEE mutually agree to a different
use,  to an appropriate rental and to such other terms as  may  be
appropriate  under  the circumstances, then this  lease  will  not
terminate.

16.    NO CLAIM OF TITLE OR INTEREST.

     LESSEE,  in accepting this lease, does hereby agree  that  no
claim  of  title  or interest to SAID PROPERTY shall  be  made  by
reason  of  the  occupancy  or use thereof,  that  all  title  and
interest to SAID PROPERTY is vested in the LESSOR. LESSEE  further
acknowledges  and  agrees  that it is entitled  to  no  rights  to
adjoining submerged lands or tidelands as a result of this lease.

17.  CATASTROPHIC DESTRUCTION.

     In the event of catastrophic destruction by natural causes of
LESSEE'S improvements on SAID PROPERTY, LESSEE may terminate  this
lease  at its option, provided SAID PROPERTY is surrendered  in  a
condition  at least equal to that at the inception of this  lease;
provided that LESSEE shall not be obligated to restore or  replace
any  portion of SAID PROPERTY lost or damaged as a result  of  the
catastrophic destruction by natural causes. LESSOR agrees that  it
shall interpose no objection should LESSEE decide to rebuild those
improvements  demolished  in such a catastrophe.  In  such  event,
LESSEE  shall  not be required to pay any rent for the  period  of
time between such catastrophic destruction and the commencement of
construction.  For  the period of time after the  commencement  of
construction and until the improvements are rebuilt and the casino

                                 -7-
<PAGE>

reopens,  LESSEE  shall  be required to pay  as  rent  the  lowest
appraised amount per square foot for open water in effect  at  the
time  of  such  catastrophic destruction.  Such  lowest  appraised
amount is currently seven (7) cents per square foot.

18.    DUE DILIGENCE.

     LESSEE  shall  be  responsible for any damages  that  may  be
caused  to  SAID PROPERTY by the activities of LESSEE  under  this
lease, and shall exercise due diligence in the protection of other
property of LESSOR in the vicinity thereof against damage or waste
from  any  and all conditions created by LESSEE. LESSEE shall  not
deposit  any refuse on any State property adjoining SAID PROPERTY.
Disposition of refuse and waste shall be consistent with local and
State health regulations.

19.  INDEMNITY AND HOLD HARMLESS.

     LESSEE  agrees  to  hold  and  save  harmless,  protect   and
indemnify  LESSOR,  the  Secretary of State  and  his  successors,
employees, officers and agents, from and against any and all loss,
damages, claims, suits or actions at law or equity, judgments  and
costs,  including reasonable attorney's fees, which may  arise  or
grow  out  of any injury or death of persons or loss or damage  to
property connected with LESSEE'S exercise of any right granted  or
conferred  hereby,  or  LESSEE'S use,  maintenance,  operation  or
condition of the property herein leased or the activities  thereon
conducted  by LESSEE, whether sustained by LESSEE, his  respective
agents  or  employees,  or by any other persons,  or  corporations
which seek to hold LESSOR liable.

     In executing this Lease, LESSOR is relying on a survey and/or
legal  description (see Exhibit 1) provided by the LESSEE.  LESSEE
expressly  assumes all liability for the correctness  thereof  and
expressly  agrees  to  indemnify and  save  harmless  LESSOR,  its
employees,  officers  and  agents,  for  all  liability,   damages
(including  damages  to  land,  aquatic  life  and  other  natural
resources),  expenses,  causes of actions, suits,  claims,  costs,
fees,  including  reasonable attorneys' fees and costs,  penalties
(civil  and criminal) or judgments arising out of State's reliance
on LESSEE's survey.

20.  QUIET AND PEACEFUL POSSESSION.

     LESSEE  shall  have  quiet and peaceful  possession  of  SAID
PROPERTY so long as compliance is made by LESSEE with the terms of
this  agreement.  LESSEE  agrees to  deliver  possession  of  SAID
PROPERTY  peaceably and promptly within ten (10)  days  after  the
expiration or termination of this lease.

21.    RIGHT OF ENTRY.

     LESSOR  reserves  the right to enter onto  SAID  PROPERTY  to
inspect the premises to determine compliance with the lease  terms
herein.

                                  -8-
<PAGE>

22.  PERMITTED USE; CANCELLATION BY LESSEE.

     All  property  of  LESSEE shall be maintained  by  LESSEE  at
LESSEE'S   expense  and  in  a  clean,  orderly,  healthful,   and
attractive  condition,  subject to inspection  by  LESSOR  or  his
representative  at any time. LESSEE shall, at its  sole  cost  and
expense,  make  any  and  all additions to, repairs,  alterations,
maintenance,  replacements, or changes about and to  the  LESSEE'S
improvements on SAID PROPERTY, which may be required by any public
authority  affecting  the property and its use.  It  is  expressly
agreed  by and between the parties that LESSEE will not occupy  or
use,  nor  permit  to be occupied or used, SAID PROPERTY  for  any
unlawful purposes.

     It  is specifically agreed that LESSEE will use SAID PROPERTY
for  a  marina and for the docking of a single gaming  vessel,  as
shown  on  the  attached  Exhibit  1,  to  be  operated  under   a
Mississippi Gaming License issued to LESSEE as shown in Exhibit  2
attached hereto. LESSEE shall commence permitted use on or  before
June 30, 1999.

     In  the  event  LESSEE's  right  to  SAID  PROPERTY  for  the
operation  of  a casino is restrained or enjoined by  a  court  of
competent   jurisdiction,  or  otherwise  legally   abrogated   or
interrupted  due to a challenge to the legality of the Mississippi
gaming  statutes under which the casino is operated or by  act  of
the  Mississippi Legislature or the United States Congress, LESSEE
shall be entitled to pay reduced rent at the lower appraised value
for  open water as provided for in Article 17, or LESSEE  may,  in
its  sole discretion, terminate this lease immediately, and in the
event  of such termination, LESSEE's obligation to pay rent  shall
cease immediately.

     In  the  event LESSEE voluntarily ceases to use SAID PROPERTY
for  the  permitted  use, LESSEE may, at its option,  cancel  this
lease upon one hundred eighty (180) days written notice to LESSOR.
In such event LESSEE shall not be obligated to pre-pay rent beyond
such 180 day period.

23.  LESSOR NOT RESPONSIBLE.

     LESSEE  assumes full responsibility for the condition of  the
premises  and  LESSOR shall not be liable or responsible  for  any
damages  or  injuries caused by any vices or  defects  therein  to
LESSEE or to any occupant or to anyone in or on SAID PROPERTY  who
derives  his  right to be thereon from LESSEE.  LESSEE  agrees  to
maintain  the  leased  premises in  good  condition,  keeping  the
structures and equipment located thereon in a good state of repair
in the interests of public health and safety.

24.  LIABILITY INSURANCE.

     LESSEE  shall secure and maintain throughout the term of  the
lease  a  liability  insurance  policy  providing  coverage  in  a

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<PAGE>

commercially reasonable amount to be determined by LESSEE, but  in
no  event less than $5,000,000, against accidents, death or bodily
injury or loss or damage to property occurring on or in connection
to  SAID  PROPERTY,  or  LESSEE'S vessel, or  arising  out  of  or
associated  with  any activity of LESSEE on SAID PROPERTY.  LESSEE
shall  annually supply a certificate evidencing said insurance  to
LESSOR.

25.    RESERVATION OF MINERAL RIGHTS.

     LESSEE  further  covenants and agrees  that  this  lease  and
interest  of  LESSEE SHALL NOT include any mineral,  oil  or  gas,
coal, lignite, or other subterranean rights WHATSOEVER.

26.  RIGHT TO CANCEL UPON INSOLVENCY OF LESSEE.

     LESSEE  covenants and agrees that if an execution or  process
is levied upon SAID PROPERTY and is not removed within ninety (90)
days  or if a Petition in Bankruptcy be filed by or against LESSEE
in  any  court  of competent jurisdiction, LESSOR shall  have  the
right at its option, to cancel this lease; provided, however, that
if  a  Petition  in  Bankruptcy is filed by a  person  other  than
LESSEE, and payment of rent remains current, LESSOR shall not have
the  right  to cancel this lease under this Section  26  until  an
Order  for  Relief  has been entered by the  bankruptcy  court  in
connection  with such petition. LESSEE covenants and  agrees  that
this lease and the interest of LESSEE hereunder shall not, without
the  written  consent of the Secretary of State or  his  successor
first  obtained, be subject to garnishment or sale under execution
or  otherwise in any suit or proceeding which may be brought by or
against LESSEE.

27.    WAIVER NOT A DISCHARGE.

     No  failure, or successive failures, on the part of LESSOR to
enforce  any provisions, nor any waiver or successive  waivers  on
its  part  of  any provision herein, shall operate as a  discharge
thereof  or  render the same inoperative or impair  the  right  of
LESSOR  to  enforce the same upon any renewal thereof  or  in  the
event of subsequent breach or breaches.


28.  CANCELLATION UPON FAILURE TO COMPLY.

     LESSEE'S failure to comply with the provisions of this  lease
shall  result,  at  the option of LESSOR, in  the  termination  or
cancellation  of this lease within thirty (30) days after  written
notice  of  default is given, unless such default is cured  within
thirty (30) days of receipt of such notice.

29.  NOTICE.

     All  notifications  required under the terms  of  this  lease
shall  be  made  by  U.S. mail, return receipt requested,  to  the
parties at the following addresses:

                                  -10-
<PAGE>

Secretary of State:         401 Mississippi Street
                            Post Office Box 136
                            Jackson, Mississippi 39205

Beau Rivage Resorts, Inc.:  Attn: Vice President & General Counsel
                            875 Beach Blvd.
                            Biloxi, Mississippi 39530


30.       LAWS OF MISSISSIPPI TO GOVERN.

     This agreement is to be governed by the laws of the STATE  OF
MISSISSIPPI, both as to interpretation and performance.

31.  PERMITTED TRANSFERS.

     LESSEE may, without the consent of LESSOR, transfer ownership
of  the  vessel to any affiliated or related entity.  LESSEE  will
provide  written  notice  to LESSOR of any  such  transfer  within
thirty (30) days after such transfer.

32.  LEASEHOLD MORTGAGEE PROTECTIONS.

     This Section 32 is included to give additional rights to  the
Leasehold  Mortgagee,  as defined herein. Unless  specifically  so
stated, the additional rights herein shall not amend the remaining
provisions of the lease with regard to the LESSEE, and may not  be
exercised, claimed or used in any manner by the LESSEE.

     (a)  LESSOR does hereby consent to a Leasehold Mortgage.  The
Leasehold  Mortgage  will be a lien on the public  trust  tideland
leasehold   property  interest  described  herein.  The  Leasehold
Mortgage  will  not be an encumbrance on the fee interest  in  the
public  trust  tidelands real property leased from  the  State  of
Mississippi, but is limited strictly to a leasehold interest only.
Furthermore,  it is understood and agreed that in  the  event  the
Leasehold  Mortgage holder should foreclose,  it  shall  have  the
right  to  make  a  one time assignment of SAID  PROPERTY  to  any
financially responsible person licensed by the Mississippi  Gaming
Commission.

     (b) When a notice of default or termination is to be given to
the  LESSEE under the terms of this lease, such notice shall  also
be  given to the Leasehold Mortgagee at the address designated  by
the  Leasehold Mortgagee. Leasehold Mortgagee shall  designate  in
writing  delivered  to  LESSOR  by  United  States  Mail,  postage
prepaid,  certified  mail, an address for notice  purposes  within
thirty (30) days of execution of any such mortgage. Any address so
designated  shall  remain the address for purposes  of  notice  to
Leasehold  Mortgagee or Mortgagees until Leasehold  Mortgagee,  in
the same manner and by the same means, designates a change in such
address.  Should  there be more than one (1) Leasehold  Mortgagee,
only one address shall be designated.

                                  -11-
<PAGE>

     (c)  For  purposes of this lease, "Leasehold Mortgage"  means
the  deed of trust, mortgage or lien consented to in paragraph (a)
above,  on  this  Lease  Agreement and/or the  LESSEE's  leasehold
interest   under  this  lease,  which  shall  include   facilities
constructed or placed on SAID PROPERTY including any vessels,  and
"Leasehold  Mortgagee" shall mean the beneficiary or beneficiaries
under the Leasehold Mortgage. Any Leasehold Mortgagee may exercise
any  of its right hereunder through a designee, nominee, or wholly
owned subsidiary.

     (d)  Notwithstanding anything to the contrary in this Section
or  elsewhere in this lease: (1) LESSOR consents to the execution,
delivery and recording or filing of the Leasehold Mortgage and the
collateral  assignment  of  such Leasehold  Mortgage;  (2)  LESSOR
acknowledges  that  any  beneficiary  of  the  Leasehold  Mortgage
(and/or   their   representatives  or  assignees)  are   Leasehold
Mortgagee(s)  for  all  purposes of  this  lease  and  no  further
conditions  need  to  be satisfied for such holder  (and/or  their
representatives or assignees) to be Leasehold Mortgagee.

     (e)  If  the Leasehold Mortgagee, as such term is hereinabove
defined,  shall forward to LESSOR a copy of the Leasehold Mortgage
together with a written notice setting forth its name and address,
then  any such copy of said mortgage and any such notice shall  be
deemed  also  to have been forwarded to any successor to  LESSOR's
interest  in SAID PROPERTY and until the time, if any,  that  said
mortgage  shall be satisfied of record or said Leasehold Mortgagee
shall  give  LESSOR  written notice that said  mortgage  has  been
satisfied, and further, LESSOR agrees and acknowledges as  follows
for   the  benefit  of  the  Leasehold  Mortgagee  (all  of  which
agreements  and  covenants  shall be  cumulative,  so  that  if  a
Leasehold Mortgagee exercises rights or remedies under any one  of
the  following paragraphs the same shall not be deemed an election
of remedies and the Leasehold Mortgagee shall continue to have all
other rights and remedies provided for below):

     (1)  LESSOR  shall  not  accept any  voluntary  cancellation,
surrender, termination or abandonment of this lease by LESSEE  and
no  modification or amendment of this lease shall be binding  upon
the  Leasehold  Mortgagee  or affect the  lien  of  the  Leasehold
Mortgage  if  done  without the written consent of  the  Leasehold
Mortgagee.

     (2)  If  LESSOR  shall give any notice,  demand  or  election
(hereafter   in  this  paragraph  collectively  referred   to   as
"notices") to LESSEE hereunder, LESSOR shall at the same time send
a  copy  of  such  notice by United States Mail, postage  prepaid,
certified mail, to the Leasehold Mortgagee, and the giving of such
notice  shall  be deemed complete upon the date the United  States
mail   certifies  that  notice  was  delivered  to  the  Leasehold
Mortgagee.  No notice given by LESSOR to LESSEE shall  be  binding
upon  or  affect  the Leasehold Mortgagee unless a  copy  of  said
notice  shall  be delivered as provided herein to  said  Leasehold
Mortgagee.  In  the  case of any assignment  of  the  mortgage  or

                                 -12-
<PAGE>

mortgages  held  by  it  or  change in address  of  any  Leasehold
Mortgagee, said assignee of Leasehold Mortgagee, by written notice
by United States Mail, postage prepaid, certified mail, to LESSOR,
may change the name of said Leasehold Mortgagee and/or the address
to  which  such  copies of notices are to be  sent  by  notice  to
LESSOR.

     (3)  Notwithstanding  anything to the  contrary  herein,  the
Leasehold  Mortgagee  shall have the right to  perform  any  term,
covenant, condition or agreement of this lease to be performed  by
LESSEE  (excluding any covenant, condition or term  in  which  the
performance thereof would require a gaming license) and to  remedy
any  default  by  LESSEE hereunder, and LESSOR shall  accept  such
performance  by  the Leasehold Mortgagee with the same  force  and
effect  as  if  furnished  by  LESSEE. However,  should  Leasehold
Mortgagee  exercise  its  rights under  this  provision,  it  will
indemnify  and hold LESSOR harmless from and against any  and  all
loss,   costs,   liability  and  expense   (including   reasonable
attorneys' fees) resulting from such action to the extent  and  so
long  as  LESSOR's actions are pursuant to and in compliance  with
instructions from the Leasehold Mortgagee.

     (4)  If  LESSOR  shall give a notice by United  States  Mail,
postage prepaid, certified mail, of a default by LESSEE under this
lease  and  if  such  default shall not  be  remedied  within  any
applicable  grace period and LESSOR shall become entitled  to  re-
enter  SAID  PROPERTY or terminate this lease,  then,  before  re-
entering  SAID  PROPERTY or terminating this lease,  LESSOR  shall
give  the  Leasehold  Mortgagee not less  than  thirty  (30)  days
additional  written  notice of the default  and  shall  allow  the
Leasehold Mortgagee such additional thirty (30) days within  which
to  cure the default, or, in the case of a default (other  than  a
default  in  the payment of any rent or other sum of  money  under
this  lease)  which cannot in the exercise of diligence  be  cured
within  said  thirty  (30) day period, shall allow  the  Leasehold
Mortgagee such additional thirty (30) days to commence the  curing
of  the  default,  in which event LESSOR shall not  re-enter  SAID
PROPERTY  or  terminate  this lease,  so  long  as  the  Leasehold
Mortgagee,  or LESSEE, is diligently and in good faith engaged  in
curing  default, so long as all payments under this  lease  remain
current  as described in this lease during the additional time  to
cure.

                                  -13-
<PAGE>

     (5)   LESSEE  may  delegate  irrevocably  to  the   Leasehold
Mortgagee the authority to exercise any or all of LESSEE's  rights
hereunder (including without limitation the authority to  exercise
any  option  to  extend  or renew the term hereof),  but  no  such
delegation  shall be binding upon LESSOR unless and  until  either
LESSEE or the Leasehold Mortgagee shall give to LESSOR a true copy
by  United  States  Mail, postage prepaid, certified  mail,  of  a
written  instrument  effecting such  delegation  and  indemnifying
LESSOR  for  any  dispute between LESSOR and  Leasehold  Mortgagee
relating  to such delegation or any conflicting claims as  between
LESSEE and Leasehold Mortgagee so long as LESSOR's actions are  in
compliance  with and pursuant to instructions from  the  Leasehold
Mortgagee.  For  the purpose of exercising such rights,  Leasehold
Mortgagee shall, for the purposes of this lease, be deemed  to  be
the  LESSEE. However, LESSEE shall remain entitled to receive  the
notices provided for under this lease.

     (f)  If LESSOR terminates this lease, then LESSOR will notify
the  Leasehold  Mortgagee  of  such  termination  (a  "Termination
Notice"),  which  notice shall set forth all sums  due  to  LESSOR
under  this  lease, and upon the written request of the  Leasehold
Mortgagee,  LESSOR will enter into a new lease  of  SAID  PROPERTY
with the Leasehold Mortgagee for the remainder of this lease term,
effective  as  of the date of such termination, at  the  rent  and
additional  rent  and  upon the terms, provisions,  covenants  and
agreements  herein contained (including, without  limitation,  all
rights, options, or privileges to extend or renew the term hereof)
provided:

     (1)  the Leasehold Mortgagee shall request LESSOR for such  a
new   lease  within  thirty  (30)  days  after  the  date  of  the
Termination Notice and such written request by United States Mail,
postage  prepaid,  certified mail, is accompanied  by  payment  to
LESSOR  of  all  sums  then  due to LESSOR  under  this  lease  as
described in the Termination Notice;

     (2)  the Leasehold Mortgagee shall pay to LESSOR, at the time
of  the  execution  and delivery of said new lease,  any  and  all
reasonable expenses, including legal and attorneys' fees, to which
the   LESSOR  shall  have  been  subjected  by  reason   of   such
termination; and

     (3) the Leasehold Mortgagee shall, on or before execution and
delivery  of  said new lease, perform and observe  all  the  other
covenants  and  conditions on LESSEE's part to  be  performed  and
observed  to the extent that LESSEE shall have failed  to  perform
and  observe the same, except that (a) with respect to any default
which  cannot be cured by the Leasehold Mortgagee until it obtains
possession of SAID PROPERTY, the Leasehold Mortgagee shall have  a
reasonable  time after the Leasehold Mortgagee obtains possession,
to cure such default, provided the Leasehold Mortgagee shall first
agree  in  writing  to proceed diligently to remedy  said  default
after  it  obtains possession of SAID PROPERTY and shall  in  fact
proceed diligently and in good faith to do so and shall in fact so

                                -14-
<PAGE>

do,  and (b) in no event shall the Leasehold Mortgagee be required
to  cure a default related to bankruptcy, insolvency, a prohibited
transfer,  failure  to deliver financial information  relating  to
LESSEE  (to the extent, if any, that any of the foregoing actually
constitute(s)  a non-monetary default under this lease),  and  any
other  non-monetary  default that by its nature  relates  only  to
LESSEE  or its affiliates or can reasonably be performed  only  by
LESSEE or its affiliates. Upon execution and delivery of such  new
lease, any subleases which may have theretofore been assigned  and
transferred  to LESSOR shall thereupon be assigned and transferred
by  LESSOR to the new lessee. During the period from the  date  of
the  termination of this lease until the date the term of the  new
lease  commences, LESSOR shall not terminate any sublease or  seek
to  recover  possession of any sublet space without permission  of
the Leasehold Mortgagee, except that LESSOR may elect to do so  by
reason  of  a  default  (beyond any  applicable  notice  or  grace
periods) by any subtenant under the terms, covenants or conditions
on such subtenant's part to be performed or complied with pursuant
to such sublease.

     (g)  Any new lease entered into pursuant to this lease  shall
be  in  recordable form. Notice is hereby given to any intervening
claimants  that  such new lease shall be superior to  all  rights,
liens and interests intervening between the date of this lease and
the date of such new lease period. Such new lease shall be free of
all   rights  of  the  originally  named  LESSEE  hereunder.   The
provisions  of the immediately preceding sentence shall  be  self-
executing. LESSOR, however, does not in any way assure,  guarantee
or  warrant that said new lease shall be superior under applicable
law and therein granted a priority status.

     (h)    Upon written request of LESSEE or of the Leasehold
Mortgagee, LESSOR will:

     (1)  deliver  to  them  or  any of them  a  separate  written
instrument  signed  and acknowledged by LESSOR setting  forth  and
confirming the provisions of this lease;

     (2) acknowledge to them or any of them in writing the receipt
by  LESSOR  of  any notice or instrument received  by  the  LESSOR
pursuant to the provisions of this lease.

     (i)  To  the  best of the ability of the LESSOR, when  a  new
lease is entered into with the Leasehold Mortgagee or its designee
(such  holder  or  designee  being herein  called  the  "Acquiring
Holder" and the leasehold mortgage of such Acquiring Holder  being
herein  called  the "Acquiring Holder's Leasehold Mortgage"),  the
liens on and estates and other interests in SAID PROPERTY or  this
lease  of  all  persons holding directly or  indirectly  under  or
through   LESSEE  (including  the  Acquiring  Holder's   Leasehold
Mortgage),  other  than  liens, estates and  interests  which  are
subordinate  to  the Acquiring Holders Leasehold  Mortgage,  shall
immediately  and without documentation continue in effect,  attach
to  the  new lease and be reinstated as to each other to the  same

                                  -15-
<PAGE>

extent, and in the same manner, order and priority, as if (1)  the
new  lease were this lease, (2) this lease had not been terminated
and  (3)  the  Acquiring Holder had acquired the leasehold  estate
under  this  lease by assignment on the date the term of  the  new
lease commences. For the purposes of the preceding sentences, each
lien, estate or interest which could have been extinguished by the
foreclosure of the Acquiring Holder's Leasehold Mortgage shall  be
deemed  to  be  subordinate  to the Acquiring  Holder's  Leasehold
Mortgage.

     (j)  Notwithstanding anything in this lease to the  contrary,
the  Leasehold Mortgagee shall be entitled to participate  in  any
proceedings  relating to any condemnation of all or part  of  this
lease  or the leasehold interest created by this lease. In both  a
partial  and  total taking, any award paid with  respect  to  this
lease  or the Leasehold Interest created by this lease shall first
be  applied  to pay off in full, the indebtedness secured  by  the
Leasehold Mortgage. Notwithstanding the foregoing, in the event of
a  partial  condemnation, and with the consent  of  the  Leasehold
Mortgagee,  any  condemnation proceeds may be applied  instead  to
restore  the  portion of SAID PROPERTY not condemned  pursuant  to
disbursement  procedures  deemed  appropriate  by  the   Leasehold
Mortgagee.

     (k)  Notwithstanding anything in this lease to the  contrary,
all proceeds of fire and other hazard insurance policies shall  be
delivered  to  the  Leasehold Mortgagee, if  any.  Such  insurance
proceeds  shall be applied flat to pay off in full,  in  order  of
priority,  the indebtedness secured by the Leasehold Mortgage,  or
as  otherwise  provided  in  the senior  Leasehold  Mortgage.  The
Leasehold  Mortgagees are hereby empowered to participate  in  any
settlement, arbitration or proceeding involving such a casualty.

     (1)  The Leasehold Mortgagee shall have the right, by  giving
notice   in  writing  by  United  States  Mail,  postage  prepaid,
certified mail, to LESSOR, to irrevocably and exclusively delegate
any  rights  and remedies granted by this lease to  the  Leasehold
Mortgage  to  any collateral assignee of the Leasehold Mortgagee's
Leasehold Mortgage. Such collateral assignee shall be entitled  to
all the same rights, benefits, privileges, protections and notices
as  would  apply to the Leasehold Mortgagee. In the event  of  any
conflicting   claims  between  the  Leasehold  Mortgagee   and   a
collateral  assignee  of  such  Leasehold  Mortgagee's   Leasehold
Mortgage, LESSOR shall honor the claims of the collateral assignee
(to  the  exclusion  of  the claims of the  Leasehold  Mortgagee),
provided that such collateral assignee agrees to indemnify  LESSOR
and  hold LESSOR harmless from and against any and all loss, cost,
liability  and  expense  (including  reasonable  attorneys'  fees)
arising  from  any  litigation  or  other  dispute  between   such
collateral  assignee and the Leasehold Mortgagee  from  which  its
rights derive.

     (m)  Within fifteen days after written request therefor  from
the  Leasehold  Mortgagee, LESSOR shall deliver to  the  Leasehold

                                  -16-
<PAGE>

Mortgagee  a  certificate  signed by  LESSOR  in  form  reasonably
designated by the Leasehold Mortgagee, certifying as to:  (1)  the
rent payable under this lease; (2) the term of this lease and  the
status of LESSEE's extension rights, if any, (3) the nature of any
known  defaults  by LESSEE alleged by LESSOR; and  (4)  any  other
matters reasonably requested by the Leasehold Mortgagee.

     (n) Should Leasehold Mortgagee for any reason take possession
of SAID PROPERTY, it shall be subject to and comply fully with all
of  the  provisions and conditions of this lease which would  bind
the  LESSEE,  but only for so long as the Leasehold Mortgagee  has
not  assigned  its  interest under the  lease  or  abandoned  SAID
PROPERTY.

     (o)  The LESSOR agrees that the rights hereunder of Leasehold
Mortgagee shall be exercisable by such Leasehold Mortgagee in  the
order  of the priority of lien or other security interest of their
respective  Leasehold Mortgage, but it shall not be  the  duty  or
obligation of the LESSOR to assure compliance with this provision.

     (p)  LESSOR  consents  to any exercise  of  remedies  by  any
Leasehold Mortgagee including acceptance of an assignment, deed or
other conveyance in lieu of foreclosure.

     (q)  Any  notice  which LESSOR is required  to  give  to  any
Leasehold  Mortgagee hereunder shall be deemed to have been  given
when  the United States Postal Service certifies that such  notice
was  delivered to the Leasehold Mortgagee at the address specified
in  this  lease or at such other address as may be specified  from
time to time by the Leasehold Mortgagee.

   IN WITNESS WHEREOF, this lease is executed by LESSOR and
LESSEE, this the 4th day of February, 1999.


                                   LESSOR:

                                   STATE OF MISSISSIPPI
                                   ERIC CLARK
                                   SECRETARY OF STATE

                                   BY:  GERALD McWHORTER
                                        GERALD McWHORTER
                                        ASSISTANT SECRETARY OF
                                        STATE FOR PUBLIC LANDS

                                   LESSEE:

                                   BEAU RIVAGE RESORTS, INC.

                                   BY:    BARRY A. SHIER
                                   TITLE: CHIEF EXECUTIVE OFFICER

                                  -17-
<PAGE>

APPROVED BY THE GOVERNOR of the State of Mississippi on the 11th
day of February, 1999.

                                   KIRK FORDICE
                                   GOVERNOR

STATE OF MISSISSIPPI

COUNTY OF HINDS

     PERSONALLY  APPEARED BEFORE ME, the undersigned authority  in
and for said county and state, on this 11th day of February, 1999,
within  my  jurisdiction the within named KIRK FORDICE, personally
known  to  me to be the GOVERNOR of the STATE OF MISSISSIPPI,  who
acknowledged  that  he  executed the  above  and  foregoing  LEASE
AGREEMENT  as the act and deed of said GOVERNOR for and on  behalf
of  the  STATE  OF MISSISSIPPI, on the date and for  the  purposes
therein stated, being first duly authorized to so do.

                                   BETHANY J. BRYANT
                                   NOTARY PUBLIC
My Commission Expires:
Notary Public State of Mississippi At Large
My Commission Expires May 14, 2000
Bonded Thru Heiden Marchetti, Inc.

STATE OF MISSISSIPPI

COUNTY OF HINDS

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in
and for said county and state, on this 8th day of February, 1999,
within my jurisdiction the within named GERALD McWHORTER,
personally known to me to be the ASSISTANT SECRETARY OF STATE FOR
PUBLIC LANDS of the STATE OF MISSISSIPPI, who acknowledged that he
executed the above and foregoing LEASE AGREEMENT as the act and
deed of said ASSISTANT SECRETARY OF STATE for and on behalf of the
STATE OF MISSISSIPPI, on the date and for the purposes therein
stated, being first duly authorized to so do.
                                        LINDA A. SMITH
                                        NOTARY PUBLIC

My Commission Expires:
Mississippi Statewide Notary Public
My Commission Expires May 28, 1999
Bonded Thru Stegall Notary Service

STATE OF MISSISSIPPI

COUNTY OF HARRISON

     PERSONALLY APPEARED BEFORE ME, the undersigned authority in
and for the said county and state, on this 4th day of February,

                                 -18-
<PAGE>

1999, within my jurisdiction, the within named Barry Shier, who
acknowledged that he/she is Chief Executive Officer of BEAU RIVAGE
RESORTS, INC., a Mississippi corporation, and that for and on
behalf of said corporation, and as its act and deed he/she
executed the above and foregoing instrument, after first having
been duly authorized by said corporation so to do.

My Commission Expires:               SHELIA M. ALEXANDER
        2-24-99                          NOTARY PUBLIC


                                  -19-