SECOND AMENDMENT TO
                  PURCHASE AND SALE AGREEMENT
                         (WITH OPTION)

     This  Second Amendment to Purchase and Sale Agreement  (With
Option) (the "Second Amendment") is made and entered into  as  of
August  30,  1998,  by and between The April  Cook  Companies,  a
Nevada  corporation  ("Purchaser") and RZ Corporation,  a  Nevada
corporation ("Seller"), based upon the following:

                            RECITALS

A.    The  Parties  hereto  entered  into  a  Purchase  and  Sale
Agreement  (With  Option)  dated as  of  August  12,  1998,  (the
"Agreement").

B.    The Parties entered into a First Amendment to Purchase  and
Sale  Agreement (With Option) dated as of August 24,  1998,  (the
"First Amendment") amending the Agreement.

C.    The  Parties  hereto are desirous of further  amending  the
Agreement  as  amended by the First Amendment as hereinafter  set
forth in this Second Amendment.

D.    Terms used in this Second Amendment shall be defined as set
forth in the Agreement.

     NOW,   THEREFORE,   based  upon   the   foregoing   and   in
consideration of the mutual covenants hereinafter set  forth,  it
is agreed as follows:

1.    The title of the Agreement is amended by striking the words
"("With Option")".

2.    The  definitions  set  forth in  Sections  1.13  ("Estoppel
Certificate"); 1.17 ("Options"), 1.18 ("Option Closings"),   1.19
("Option Consideration"), and 1.20 ("Option Periods") are deleted.

3.   The following language shall be added to the Agreement as  a
new Section 1.17:

     "Parcel  II"  shall be defined as meaning that  certain real
     property defined herein as the "Condemned Parcel", the legal
     description of which is attached hereto  on Exhibit F-1.

4.    The following language is added to the Agreement as  a  new
Section 1.18:

     "Parcel  II  Purchase  Price"  shall  mean  the sum of  Four
     Million   Five  Hundred  Ninety-Six  Thousand  Five  Hundred
     Dollars ($4,596,500.00) to  be  paid to  Seller by Purchaser
     in consideration for Parcel II,  subject  to the  conditions
     and in  accordance with  the provisions set forth in Section
     16 hereof.

                          EXHIBIT 10.6
<PAGE>
5.    Section  1.23 is amended by deleting the last sentence  and
substituting therefore the following language:

     "A legal  description of  the Property is attached hereto on
     Exhibit F-1."

6.   Section 2.3 ("Options") is deleted in its entirety.

7.   The last sentence of Section 9.1.3 and all of Sections 9.1.8
     and  9.1.9  are  deleted  and the following  substituted  at
     Section 9.1.8:

     The Board  of  County Commissioners of  Clark County, Nevada
     shall  have approved  an  agreement  with  Purchaser or  any
     affiliate of Purchaser, acceptable to Purchaser in  its sole
     discretion, specifically providing, inter alia, (i) that the
     Harmon Avenue extension to the  west of  the Strip shall not
     be constructed upon or adjacent to Parcel II, but  shall  be
     relocated  to a  public right-of-way  located elsewhere upon
     the  Property  or  property  belonging  to  an  affiliate of
     Purchaser,  at  a  location acceptable  to  Purchaser in its
     sole  discretion,  (ii)  that  the County  shall not seek to
     recover a refund  of the  Two  Million  Four  Hundred  Three
     Thousand  Five Hundred  Dollars  ($2,403,500.00)  previously
     paid to Seller in  the  Condemnation  Proceeding;  provided,
     however, that the condition set forth in this Section 9.1.8.
     shall  be  deemed  satisfied  or  waived by Purchaser unless
     Purchaser  notifies  Seller's  counsel,   Jeff Zucker, Esq.,
     to the contrary, in writing, by facsimile and  hand delivery
     to  Mr.  Zucker's  office  no  later than 5:00 p.m., Pacific
     Time, Monday, August 31, 1998.

8.   A new Section 17 is added to the Agreement as follows:

     17.  Purchase and Sale of Parcel II.

     17.1  Conditioned  upon the concurrent  Closing  of the sale
           of  the  Property from Seller to  Purchaser, Purchaser
           also agrees to purchase from Seller, and Seller agrees
           to sell to Purchaser Parcel II, together with Seller's
           interest, if any,  in  any buildings  and improvements
           located   thereon   and   all  rights,  licensing  and
           easements appurtenant thereto.

     17.2  The closing of the purchase and sale of Parcel II (the
           "Parcel  II  Closing")  shall  occur   through  escrow
           utilizing the Escrow Agent.  At the Parcel II Closing,
           the Parcel II Purchase Price shall be paid  to  Seller
           by  Purchaser  in  immediately available United States
           funds   for    disbursement   pursuant   to   Seller's
           instructions,  subject to  the same  prorations as are
           set forth with respect  to the  Property at Section 11 
           above.

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<PAGE>
     17.3  Parcel  II  shall be  conveyed  to Purchaser by Seller
           free and clear of any  liens, encumbrances, mortgages,
           pledges, obligations,  etc., imposed by Seller  except
           for  the  Condemnation Proceeding, by a grant, bargain
           and  sale  deed in  substantially  the form of Exhibit
           "B" hereto.

     17.4  In the event that the same has not been dismissed,  or
           a  stipulation  has  not  been entered  into  for  the
           dismissal   of   the Condemnation Proceeding  prior to
           the  Parcel  II   Closing,  Seller  shall  assign  and
           transfer to  Purchaser  all  of  Seller's  rights  and
           interests  in  the  Condemnation  Proceeding  as  they
           relate to  ownership of  Parcel II; provided, however,
           that Seller  shall   be entitled to  retain the sum of
           Two Million Four Hundred Three Thousand  Five  Hundred
           Dollars ($2,403,500.00) previously  received by Seller
           in  the   Condemnation   Proceeding,   and   Purchaser
           covenants  and  agrees to indemnify, defend  and  hold
           Seller  harmless  from  any claims seeking a refund or
           repayment of  said amount or interest thereon.  Seller
           shall be solely responsible for payment of any fees or
           expenses alleged to be owing  or  owed  from Seller to
           counsel  engaged  by  Seller  and   relating  to  such
           counsel's representation of Seller in the Condemnation
           Proceeding.

     17.5  The  Parcel II Closing is subject to the Title Company
           delivering  to  Purchaser  a   Title Policy  dated  on
           the date of the  Parcel II Closing,  in  the amount of
           the  Parcel  II Purchase  Price, ensuring Purchaser as
           owner  of  fee  title to Parcel II subject only to the
           Permitted Exceptions, the Leases, and (if the same has
           not  previously  been  dismissed)   the   Condemnation
           Proceeding.

     17.6  The  parties' respective conditions  to  the Parcel II
           Closing  shall  be  as  set  forth  in  Section 9 with
           respect to the closing of the Escrow  for the purchase
           and  sale  of  the Property.

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<PAGE>
     17.7  Seller's  representations  and warranties with respect
           to Parcel II  shall be limited to  the representations
           and warranties set  forth in Sections  5.2 through 5.6
           and (to the  extent  of  operating  revenues generated
           from Parcel II) 5.16 hereof.  Seller's representations
           and  warranties  in this  Section  17.7  shall survive
           for  thirty (30)  months  after the Parcel II Closing.

     17.8  From  and  after  the  Parcel  II  Closing, subject to
           Section 12.3, Seller shall  indemnify, defend and hold
           Purchaser harmless from  any and all  claims, demands,
           liabilities, judgments or expenses (including, without
           limitation,  attorney's  fees)  arising   out   of  or
           resulting from Seller's breach of any of its represen-
           tations,  warranties or  covenants  set  forth in this
           Second  Amendment.    From  and  after  the  Parcel II
           Closing,  Purchaser  shall indemnify,  defend and hold
           Seller  harmless from  any  and all  claims,  demands,
           liabilities, judgments or expenses (including, without
           limitations,   attorney's  fees)  arising  out  of  or
           resulting from Purchaser's breach of any of its repre-
           sentations, warranties or covenants  set forth herein.

9.   Except as modified by the foregoing provisions of the Second
Amendment,  all of the terms and conditions of the  Agreement  as
modified  by the First Amendment shall remain in full  force  and
effect.

10.  This Agreement may be signed in multiple counterparts, which
taken together shall constitute one and the same document.

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<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Second  Amendment  to be executed as of the day  and  year  first
mentioned above.

                         SELLER:

                         RZ Corporation, a Nevada corporation


                         
                         By:  A. ROBERT ZEFF
                              -----------------------------------
                              Robert Zeff, President


                         PURCHASER:

                         The April Cook Companies, a
                         Nevada corporation


                         By:  DANIEL R. LEE
                              -----------------------------------
                              Daniel R. Lee, Secretary/Treasurer

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