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                                                                   EXHIBIT 10.28

                                PROMISSORY NOTE



$550,000.00                       Dallas, Texas           As of December 1, 2000



     FOR VALUE RECEIVED, the undersigned, NORTH AMERICAN GAMING AND
ENTERTAINMENT CORPORATION, a Delaware corporation (hereinafter referred to as
"Maker"), promises to pay to the order of (i) ELLEN S. ROBINSON and SCOTT
ROBINSON, as Joint Tenants, and JANET C. ROBINSON and JEFFREY S. ROBINSON
(collectively, the "Robinson Group"), (ii) ELISA HEARD, BREVELY MORTON, D. W.
MORTON, LTD., KRISTEN MORTON HEARD, DEL MORTON and KARA SMITH (collectively, the
"Morton Group"), MARSHALL H. KAPLAN and KAREN S. KAPLAN, as Joint Tenants, JOHN
GAY, LARRY HENDRICKS, LEWIS ISAACKS AND DAVID McCALL (collectively, the "McCall
Group") (the Robinson Group, the Morton Group and the McCall Group are
hereinafter referred to as "Payee"), without deduction, counterclaim or offset,
the sum of FIVE HUNDRED FIFTY THOUSAND and No/100 Dollars ($550,000.00),
together with interest thereon at the rate provided below.  The principal of and
interest on this Note (herein so called) shall be due and payable in lawful
money of the United States of America, at the respective addresses of the
parties comprising Payee, as herein described or at such other place(s) as Payee
or the holder(s) thereof shall from time to time designate in writing.

     1.   Interest.  This Note shall bear interest on the unpaid principal
          --------
balance hereof from the date hereof until maturity, however such maturity shall
be brought about, at the lesser of (a) the Maximum Lawful Rate (hereinafter
defined in Paragraph 12), or (b) the rate of nine percent (9%) per annum;
provided, however, that all past due principal and, to the extent lawful,
interest and other sums and charges arising out of any failure, default or
breach of Maker hereunder or under the Deed of Trust (hereinafter defined),
shall bear interest at the lesser of (i) the Maximum Lawful Rate, or (ii) the
rate of fifteen percent (15%) per annum.

     2.   Payment.  Commencing on April 1, 2001, and continuing on the first
          -------
(1st) day of each July, October, January and April thereafter, through and
including January 1, 2006 (the "Final Maturity Date"), Maker shall pay to the
holder hereof equal quarterly installments of principal, each in the aggregate
amount of Twenty-Seven Thousand, Five Hundred and  No/100 Dollars ($27,500.00),
together with accrued interest at an annual rate of nine percent (9%) per annum,
but payable to the parties comprising Payee in the respective amounts and at
their respective addresses as set forth on Schedule "A" attached hereto and made
                                           ------------
a part hereof.  In addition, under the circumstances described in Section 5.10
of that certain Settlement Agreement dated of even date herewith (the
"Settlement Agreement"), entered into by and between Maker, as North American,
and


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Payee, as Debenture Holders, Maker shall pay to the holder hereof, a principal
payment of up to Two Hundred Seventy-Five Thousand and no/100 Dollars
($275,000.00) by cashier's check delivered to Jeffrey S. Robinson (who shall
divide and disburse such payment among the parties comprising Payee in the same
percentages as reflected on Schedule "A" attached hereto), and such payment
shall be applied in the inverse order in which principal payments are due
hereunder. All payments on this Note shall be applied at the option of Payee,
first, to late charges, attorneys' fees and costs, if any, second to Payee's
costs for curing any defaults under the Security Agreement (hereinafter defined
in Paragraph 5 below), if any, third, to accrued but unpaid interest, and then,
to the unpaid principal balance. The entire amount of unpaid principal and
interest accrued hereon shall be due and payable on the Final Maturity Date.

     3.   Prepayment.  Maker may prepay the principal hereof, in full or in
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part, at any time, without premium or penalty; provided, however that Payee may
require, at its option, the payment of any and all accrued but unpaid interest,
attorneys' fees and costs of collection and/or curing defaults under the
Security Agreement simultaneously with, and as a condition to, any such
prepayment, and any such prepayment shall alter only the application and not the
amount of any required installment of principal and interest hereunder.

     4.   Satisfaction.  Upon full payment, this Note shall be canceled and
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returned to Maker along with an executed release of all liens and interests
securing this Note, in recordable form.

     5.   Security.  This Note shall, under the circumstances described under
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Section 5.10 of the Settlement Agreement be secured by the pledge of fifty
percent (50%) of the outstanding and issued shares of capital stock of Ozdon
Investments, Inc., a Louisiana corporation, under that certain Security
Agreement which may be entered into under certain circumstances to be determined
after the date hereof (the "Security Agreement"), by and between Maker, Payee
and Gay, McCall, Isaacks, Gordon & Roberts, P.C. (the "Escrow Agent"), to which
reference is hereby made for a description of the Collateral that may be
pledged, the nature and extent of the security, and the rights of the Escrow
Agent and holder hereof in respect to such security.  This Note, the Security
Agreement, if executed after the date hereof, and any and all other documents
evidencing, securing or relating to the indebtedness hereby evidenced are
collectively referred to as the "Loan Documents."

     6.   Events of Default and Remedies.  The entire unpaid principal balance
          -------------------------------
of, and all accrued interest on, this Note shall immediately become due and
payable at the option of the holder hereof without notice, demand or
presentment, or notice of intent to accelerate to the Maker or any other person
or party, all of which are  hereby waived, and failure to exercise said option
shall not constitute a waiver on the part of Payee or any other holder hereof of
the right to exercise said option at any other time upon the occurrence of any
one or more of the following events of default ("Events of Default"):

          (a) Upon any failure by Maker to pay any installment of principal
     hereof or interest hereon as and when same becomes due and payable in
     accordance with the


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     terms hereof or thereof and said failure shall continue for five (5) days
     following written notice thereof; or

          (b) Upon the occurrence of a default, (or a breach of any
     representation or warranty) which remains uncured after giving effect to
     any grace notice and/or cure provisions contained therein under the
     Security Agreement, if it is executed subsequent to the date hereof; or

          (c) Should Maker or any endorser, surety or guarantor hereof become
     insolvent, or commit an act of bankruptcy, or make a general assignment for
     the benefit of creditors, or authorize the filing of a voluntary petition
     in bankruptcy, or should a receiver of any of the property of Maker be
     appointed, or should involuntary bankruptcy be filed against Maker or any
     endorser, surety or guarantor hereof, which is not dismissed within ninety
     (90) days from the date filed; or

          (d) Should any levy or attachment shall be filed against the
     Collateral or any interest therein, if the Security Agreement is executed
     subsequent to the date hereof.

In the event any one or more of the Events of Default specified above shall have
occurred, Payee or any other holder of this Note may proceed to protect and
enforce any and all other rights, remedies and recourses now or hereafter
existing in equity, law, by virtue of statute or otherwise, including, but not
limited to, the right to foreclose any and all liens and security interests or
other rights or remedies securing this Note.

     7.   Cumulative Rights.  No delay on the part of the holder of this Note in
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the exercise of any power or right under this Note, the Security Agreement or
otherwise shall operate as a waiver thereof, nor shall a single or partial
exercise of any other power or right.  Enforcement by the holder of this Note of
any security for the payment thereof shall not constitute an election by it of
remedies so as to preclude the exercise of any other remedy available to it.

     8.   Waiver.  Each party comprising Maker and all sureties, endorsers,
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guarantors and other parties hereafter assuming or otherwise becoming liable for
the payment of any sum of money payable under this Note (i) severally waive
grace, demand, presentment, protest, notice of non-payment, notice of
acceleration, notice of intent to accelerate, notice of protest and all other
notice, filing  of suit, any and all lack of diligence or delay in collection or
the filing of suit hereon or enforcing any of the security herefor which may
occur, (ii) severally agree to any substitution, exchange or release of any such
security, or the release of any party primarily or secondarily liable hereon,
(iii) severally agree that Payee or other holder hereof shall not be required
first to institute suit or exhaust its remedies hereon against the Maker or
others liable or to become liable hereon or to enforce its rights against any
security hereof in order to enforce payment of this Note by them, and (iv)
consent to any extension or postponement of time of payment of this Note and to
any other indulgence with respect hereto without notice thereof to any of them.



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     9.   Notices.  All notices or demands required or permitted hereunder shall
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be in writing, and shall be deemed to be delivered, upon receipt, if hand
delivered or sent by telecopy, or, whether actually received or not, upon the
deposit of both the original and the copy, as provided below, in a regularly
maintained receptacle for the U. S. mail, registered or certified, return
receipt requested, postage prepaid, addressed as follows:

                                 If to Payee:
                                 -----------

                                See Schedule "A"
                                    ------------
                                attached hereto
                                  If to Maker:
                                  -----------

                           North America Gaming and
                           Entertainment Corporation
                          13150 Coit Road, Suite 125
                              Dallas, Texas 75240
                  Attention:  Mr. E. H. Hawes, II, President

     Either the Maker or the Payee may change its respective addresses or
addresses by giving notice of such change to the other party in the manner
provided herein; provided, however, that for this purpose only, unless and until
such written notice is actually received, the address and addressee specified
for each party shall be deemed to continue in effect for all purposes.

     10.  GOVERNING LAW.  THIS NOTE HAS BEEN EXECUTED AND DELIVERED, AND IS TO
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BE PERFORMED, IN THE STATE OF TEXAS, AND THE LAWS OF SUCH STATE AND OF THE
UNITED STATES OF AMERICA, SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT
AND INTERPRETATION OF THIS NOTE, WHICHEVER SHALL BEST SUPPORT THE ENFORCEMENT
HEREOF.

     11.  Headings.  The headings of the sections of this Note are inserted for
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convenience only and shall not be deemed to constitute a part hereof.

     12.  Limitation of Interest.  "Maximum Lawful Rate" shall mean the maximum
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lawful rate of interest which may be contracted for, charged, taken, received or
reserved by Payee in accordance with the applicable laws of the State of Texas
(or applicable United States federal law to the extent that it permits Payee to
contract for, charge, take, receive or reserve a greater amount of interest than
under Texas law), taking into account all charges made in connection with the
loan evidenced by this Note and the Loan Documents. It is expressly stipulated
and agreed to be the intent of Maker and Payee at all times to comply with the
applicable Texas law governing the maximum rate or amount of interest payable on
this Note or the indebtedness evidenced hereby and by the other Loan Documents
(or applicable United States federal law to the extent that it permits Payee to
contract for, charge, take, reserve or receive a greater amount of interest than
under Texas law).  If (i) the applicable law is ever judicially interpreted so
as to render usurious any amount called for under this


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Note or under any of the other Loan Documents, or contracted for, charged,
taken, reserved or received with respect to the indebtedness evidenced by this
Note and the other Loan Documents, or (ii) Payee's exercise of the option herein
contained to accelerate the maturity of this Note or any prepayment by Maker
results in Maker having paid any interest in excess of that permitted by
applicable law, then it is Maker's and Payee's express intent that (a) all
excess amounts theretofore collected by Payee be credited on the principal
balance of this Note (or, if this Note has been or would thereby be paid in
full, refunded to Maker), and (b) the provisions of this Note and the other Loan
Documents immediately be deemed reformed and the amounts thereafter collectible
hereunder and thereunder reduced, without the necessity of the execution of any
new document, so as to comply with the applicable law, but so as to permit the
recovery of the fullest amount otherwise called for hereunder and thereunder.
All sums paid or agreed to be paid to Payee for the use, forbearance and
detention of the indebtedness evidenced hereby and by the other Loan Documents
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of such indebtedness until payment
in full so that the rate or amount of interest on account of such indebtedness
does not exceed the usury ceiling from time to time in effect and applicable to
such indebtedness for so long as debt is outstanding. To the extent that Payee
is relying on Chapter 303, as amended, of the Texas Finance Code to determine
the Maximum Lawful Rate payable on such indebtedness, Payee will utilize the
weekly rate ceiling from time to time in effect as provided in such Chapter 303,
as amended. To the extent United States federal law permits Payee to contract
for, charge or receive a greater amount of interest than Texas law, Payee will
rely on United States federal law instead of such Chapter 303, as amended, for
the purpose of determining the Maximum Lawful Rate. Additionally, to the extent
permitted by applicable law now or hereafter in effect, Payee may, at its option
and from time to time, implement any other method of computing the Maximum
Lawful Rate under such Chapter 303, as amended, or under other applicable law by
giving notice, if required, to Maker as provided by applicable law now or
hereafter in effect. In no event shall be provisions of Chapter 346 of the Texas
Finance Code (which regulates certain revolving credit loan accounts and
revolving triparty accounts) apply to the indebtedness evidenced hereby.
Notwithstanding anything to the contrary contained herein or in any of the other
Loan Documents, it is not the intention of Payee to accelerate the maturity of
any interest that has not accrued at the time of such acceleration or to collect
unearned interest at the time of such acceleration.

     13.  Successors and Assigns.  All of the covenants, stipulations, promises
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and agreements in this Note contained by or on behalf of Maker shall bind its
successors and assigns, whether voluntarily, or by operation of law, whether so
expressed or not.

     14.  Attorneys' Fees.  If this Note shall be placed in the hands of an
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attorney for collection after default, whether or not suit shall be brought, or
should be collected in any probate, bankruptcy or other judicial or
administrative proceeding, Maker agrees to pay a reasonable sum as attorneys'
fees and to pay all costs of collection and/or suit.  Such sum shall be presumed
to be ten percent (10%) of the unpaid balance hereof unless either party pleads
and proves otherwise, plus such additional sums as may be plead and proved with
respect to any appeals.

     15.  Time is of the Essence.  Time is of the essence of this Note and each
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provision hereof.


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     16.  Partial Invalidity.  The invalidity, or unenforceability in particular
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circumstances, of any provision of this Note shall not extend beyond such
provision or such circumstances, and no other provision of this instrument shall
be affected thereby.

     17.  Subrogation.  This Note, to the extent of the full face amount hereof,
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evidences the indebtedness of Maker to Payee by virtue of monies loaned to Maker
at Maker's special instance and request.

     18.  Conditional Acceptance.  Any check draft, money order or other
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instrument given in payment of all or any portion of this Note may be accepted
by the Payee or any other holder hereof and handled in collection in the
customary manner, but the same shall not constitute payment hereunder or
diminish any rights of the Payee or any other holder hereof, except to the
extent that actual cash proceeds of such instrument are unconditionally received
by the Payee or any other holder hereof and applied to this indebtedness as
herein provided.

     19.  Waiver of Certain Rules of Construction.  The parties acknowledge that
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each party and its counsel have reviewed and revised this Note, and that the
normal rule of construction to the effect that any ambiguity is to be resolved
against the drafting party shall not be employed in the interpretation of this
Note or any amendments or exhibits hereto.

     20.  Construction.  Neuter pronouns shall include the masculine and
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feminine genders, and plural terms shall include the singular, and vice versa.
                                                                   ---- -----

     IN WITNESS WHEREOF, the undersigned have executed this Note as of (although
not necessarily on) the day and year first above written.


                                  MAKER:
                                  ------

                                  NORTH AMERICAN GAMING AND ENTERTAINMENT
                                  CORPORATION, a Delaware corporation



                                  By:  /s/ E. H. Hawes, II
                                     ----------------------------------
                                       E. H. Hawes, II, President and
                                       Chief Executive Officer





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STATE OF TEXAS      (S)
                    (S)
COUNTY OF DALLAS    (S)

     This instrument was acknowledged before me on _____________________, 2000,
by E. H. Hawes, II, President and Chief Executive Officer of North American
Gaming and Entertainment Corporation on behalf of said corporation.

     [Personalized Seal]

                                    ____________________________________
                                    Notary Public in and for the State of Texas


Attachments:
     Schedule "A" - Quarterly Installment Payments and Names and Addresses of
Payee


















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