GLOBAL EXPRESS AIRCRAFT PURCHASE AGREEMENT  made on the
24 day of June 1997

BETWEEN:  GOLDEN NUGGET AVIATION CORP.

     Domicile Address:                  Mailing address:

     3400 Las Vegas Boulevard South
     Las Vegas, Nevada
     USA 89109

     facsimile:     (702) 791-5787      facsimile:
     telephone:     (702) 791-7129      telephone
     ("Buyer")

AND  BOMBARDIER INC., a Canadian corporation represented  by
     its BUSINESS AIRCRAFT DIVISION with its offices located
     at 400 Cote Vertu Road, Dorval, Quebec, Canada H4S 1Y9
     facsimile: (514) 855-7806 telephone: (514) 855-5000
     ("Seller")

ARTICLE  1  SUBJECT MATTER

1.1   Subject  to  the provisions of this Agreement,  Seller
shall  sell  and  deliver to Buyer,  and  Buyer  shall  take
delivery  of  and  pay  for, one Bombardier  Global  Express
Aircraft Model BD-700-1A10 (the "Aircraft"), as described in
Bombardier  Type  Specification No. RAD-700-100,  Issue  C-1
dated 16 Nov. 1995 which is attached hereto as Schedule  "A"
and  made part of this Agreement by reference. Schedule  "A"
and   any  amendments  and/or  revisions  thereof  made   in
accordance with this Agreement are collectively referred  to
as the "Specification".

ARTICLE  2  DELIVERY

2.1   The  Aircraft shall be ready for delivery to Buyer  at
Seller's  Plant in the City of Dorval, Province  of  Quebec,
Canada within 30 days of 30 June 1998.

2.2   Before  the end of the period of Article  2.1,  Seller
shall give Buyer reasonable notice of the date on which  the
Aircraft will be ready for Buyer's inspection and/or  flight
test  and  delivery  to  Buyer  (the  "Readiness  Date")  in
accordance  with this Agreement. Buyer shall  commence  that
inspection  and/or  flight  test  within  10  days  of   the
Readiness  Date,  such  10 day period  being  the  "Delivery
Period". If no Aircraft defect or discrepancy is revealed by
that  inspection  and/or  flight test,  Buyer  shall  accept
delivery  of the Aircraft on or before the last day  of  the
Delivery  Period (the time of the acceptance of delivery  of
the    Aircraft   being   the   "Delivery    Time").     Two
representatives  of Buyer may participate in  the  foregoing
inspection  and/or flight test. Such flight test  shall  not
exceed 4 hours duration.

                         Exhibit 10.2
<PAGE>

2.3   Any Aircraft defect or discrepancy revealed by Buyer's
inspection  and/or flight test referred to  in  Article  2.2
shall  be  corrected by Seller before the  delivery  of  the
Aircraft  to  Buyer which, in the case of this Article  2.3,
may  occur during or after the Delivery Period depending  on
the  nature  of the defect or discrepancy and time  required
for correction. Such correction shall be made at no cost  to
Buyer. If such correction requires an additional flight test
it  will  be conducted according to Article 2.2.  When  this
Article  2.3  applies, Buyer shall accept  delivery  of  the
Aircraft  within  3  days  after  the  Aircraft  defect   or
discrepancy has been corrected.

2.4   If  Buyer  does not accept delivery  of  the  Aircraft
according to Article 2.2 or 2.3, as applicable, Buyer  shall
be  deemed  to be in default of the terms of this  Agreement
and (i) the unpaid balance of the Purchase Price (as defined
in  Article  3.1) shall immediately become due and  payable,
(ii) the Aircraft shall thereafter be provided with suitable
outside storage at the expense of Buyer, and (iii) all  risk
of loss or damage to the Aircraft shall pass to and be borne
by  Buyer. Should Buyer not accept delivery of the  Aircraft
within  30  days after the date for delivery as  established
according  to Article 2.2 or 2.3, as applicable, Seller,  at
its  election  and  upon giving 10 days  written  notice  to
Buyer,  may  terminate  this Agreement  in  accordance  with
Article 14.

2.5   Buyer,  by its acceptance of the Aircraft at  Delivery
Time and signature of a receipt for the Aircraft in the form
of  Schedule  "B" attached hereto, shall be deemed  to  have
examined  the Aircraft and found it in conformity  with  the
Specification and with the provisions of this Agreement.

2.6   If,  at  Delivery  Time, the Aircraft  is  temporarily
equipped with any ferry equipment loaned by Seller to Buyer,
Buyer  accepts  all risk and responsibility for  such  ferry
equipment and Buyer agrees to return to Seller, at  Seller's
expense,  all such ferry equipment within 30 days after  the
Aircraft leaves Seller's plant.

ARTICLE  3   MANUFACTURING PAYMENT SCHEDULE

3.1  Refer Addendum

3.2   Any  reference  in this Agreement to  the  payment  of
interest  will be at the U.S. prime interest rate as  quoted
in The Wall Street Journal, Money Rates column, on the first
business day of the month for that month (and to the  extent
applicable,  on  the first business day of  each  succeeding
month for such succeeding month), and such interest shall be
compounded annually.
                                2
<PAGE>
3.3   Seller  shall remain exclusive owner of the  Aircraft,
free  and clear of all rights, prior claims, liens,  charges
or encumbrances, until such time as all payments referred to
in Article 3.1 have been made.

3.4    Any  overdue  amounts  payable  hereunder  will  bear
interest as specified in Article 3.2.

3.5  All payments under this Article 3 shall be made in U.S.
dollars  by  wire transfer or by other method acceptable  to
Seller  at the address shown above. Any payment made by  way
of  wire  transfer must be received in immediately available
funds  deposited to Seller's account indicated above  before
Seller can consider the payment to have been made.

ARTICLE  4  CERTIFICATION

4.1   Seller  represents  it will  obtain  a  Department  of
Transport (DOT) of Canada Type Approval, validated by a Type
Certificate issued in accordance with Part 25 of the Federal
Aviation  Regulations of the Federal Aviation Administration
(FAA) of the United States for the Bombardier Global Express
BD-700-1A10 type aircraft. Seller shall provide Buyer a  DOT
Certificate of Airworthiness for Export. That Certificate of
Airworthiness for Export will permit the Aircraft to qualify
for an FAA Certificate of Airworthiness. Seller shall not be
obligated  to obtain any other certificates or approvals  as
part of this Agreement.

4.2   Regulatory Changes - If any change to the Aircraft  is
required  because of any law or governmental  regulation  or
requirement  or  interpretation thereof by any  governmental
agency  ("Regulatory Change") which is effective  after  the
date  of this Agreement, but before Delivery Time, which  is
applicable to all aircraft in general or to all aircraft  of
the  same  category as the Aircraft, such Regulatory  Change
shall be made to the Aircraft before Delivery Time and Buyer
shall  pay  Seller's  reasonable cost  for  such  Regulatory
Change.  If  the  incorporation of  such  Regulatory  Change
delays the delivery of the Aircraft, that delay shall be  an
Excusable Delay according to Article 13.

ARTICLE  5  LOSS OR DESTRUCTION OF AIRCRAFT

5.1   In the event of the loss, destruction or damage beyond
repair  of the Aircraft prior to Delivery Time, Buyer  shall
have  the  right  to accept delivery of the  next  available
aircraft,  as  reasonably  determined  by  Seller,  at   the
prevailing  price  for  aircraft of  that  configuration  or
specification, or to terminate this Agreement. In  the  case
of  termination, Buyer's rights shall be governed by Article
14.4.  Buyer shall notify Seller of its decision  within  15
days from receipt by Buyer of written notice from Seller  of
the  loss,  destruction or damage of the  Aircraft  and  the
delivery date and price of the next available aircraft.
                                3
<PAGE>
ARTICLE  6  CHANGES

6.1   Seller may, prior to Delivery Time and without Buyer's
consent:
     i)   substitute  the  kind,  type  or  source  of   any
          material,  part,  accessory or  equipment  by  any
          other  material, part, accessory or  equipment  of
          like, equivalent or better kind or type; or
     ii)  make  such change or modification to the  Aircraft
          or   Specification  as  it  deems  appropriate  to
          improve  the  Aircraft,  its  maintainability   or
          appearance or to prevent delays in manufacture  or
          delivery;
provided  that  such  substitution, change  or  modification
shall   not   adversely  affect  the   Purchase   Price   or
performance.  If  delivery of the  Aircraft  is  delayed  in
accordance  with  this  Article,  such  delay  shall  be  an
Excusable Delay according to Article 13.

ARTICLE   7  SPARE PARTS

7.1   The term "Spare Parts" shall mean only such parts  for
the  Aircraft as are manufactured by Seller or  to  Seller's
detailed  design  and  specification or  over  which  Seller
exercises   proprietary  control.  To   provide   a   ready,
dependable  source  for Spare Parts, Seller,  from  Delivery
Time to a period of 10 years after delivery of the last  BD-
700-1A10 aircraft manufactured by Seller shall:
     i)   maintain,  or  use its best efforts to  cause  its
          vendors and subcontractors to maintain, a stock of
          Spare  Parts  in  reasonable  quantities  to  meet
          Buyer's normal operating requirements; and
     ii)  maintain,  or cause to be maintained, tooling  for
          production of Spare Parts manufactured  by  Seller
          and not so normally maintained in stock.

All  sales  of  such  Spare Parts  are  to  be  at  Seller's
prevailing prices at the time of receipt of each  order  and
at the then current terms and conditions.

ARTICLE  8  TITLE AND RISK

8.1   At Delivery Time, Seller shall deliver to Buyer a bill
of  sale and title to the Aircraft shall pass to Buyer  free
and  clear  of all rights, liens, charges, prior claims  and
encumbrances.
                                4
<PAGE>
At  Delivery Time, risk of damage to or loss of the Aircraft
shall  pass to Buyer. If, after Delivery Time, the  Aircraft
remains in or is returned to the care, custody or control of
Seller  or any of Seller's subsidiaries, affiliates  or  its
parent (collectively "Seller") for any purpose, Buyer  shall
retain  risk of damage to or loss of the Aircraft  and,  for
itself  and on behalf of its insurer(s), hereby waives,  and
releases Seller from, any claim whether direct, indirect  or
by  way of subrogation for damage to or loss of the Aircraft
arising out of such care, custody or control.

ARTICLE  9  TRAINING

9.1   Included  in the sale of the Aircraft  and  incidental
thereto,  Seller  shall make available a ground  and  flight
training   program  for  4  qualified  pilots,   a    ground
maintenance  training program for 2 mechanics  and  training
for  2  cabin  flight  attendants at no additional  cost  to
Buyer.  Buyer shall be responsible for all travel and living
expenses  of  Buyer's personnel. Seller strongly  recommends
that  all  training be completed before placing the Aircraft
into  service  but,  in  any event, all  training  shall  be
completed no later than 1 year from Delivery Time or Buyer's
rights  to training at no additional cost under this Article
shall expire.

ARTICLE  10   WARRANTY

10.1  Seller  warrants that at Delivery  Time  the  Aircraft
shall  conform  to the Specification as defined  herein  and
shall  be free from:  i) defects in material,  (ii)  defects
in  manufacture, and (iii) defects in design, having  regard
to  the  state-of-the-art as of the time of  design  of  the
Aircraft ("Warranty"). Any matters  stated in this Agreement
or  in the Specification as type characteristics, estimates,
approximations,  objectives,  design  objectives  or  design
criteria are excluded from the Warranty.

10.2  As  to  each matter covered by the Warranty,  Seller's
sole  obligation  and liability under the  Warranty  is  (a)
expressly  limited to correction, by repair, replacement  or
rework  of the item(s) by Seller at Seller's facilities,  or
at  such  other facility as may be designated by Seller,  of
any  defect  specified in clauses (i),  (ii),  or  (iii)  of
Article  10.1  and  (b) is subject to  Buyer  delivering  to
Seller  a  written  description of the  defect  as  soon  as
practicable,  but  no later than 3 months after  the  defect
becomes  apparent  to  Buyer.  Any  item(s)  (excluding  the
Aircraft)  found defective shall be returned  to  Seller  at
Seller's expense.
                                5
<PAGE>
10.3  The Warranty in respect to the Aircraft shall  be  for
5000 flight hours or for 5 years from the date Buyer accepts
delivery  of  the Aircraft from the completion center  ("In-
Service  Date"),  whichever first occurs, but  in  no  event
shall the Warranty exceed 68 months from Delivery Time.

10.4 Notwithstanding Article 10.3 above, the Warranty period
applicable to airframe metal structures covered in  Sections
53  (Fuselage),  55  (Stabilizers) and  57  (Wings)  of  the
Specification  shall be for 20,000 flight hours  or  for  20
years  from Delivery Time, whichever first occurs; provided,
however,  that such extended Warranty period  as  stated  in
this Article 10.4 does not apply to doors, fairings, covers,
non-metallic   structures   and  systems/equipment   support
structure,  for  which specific items  the  Warranty  period
shall be as stated in Article 10.3.

10.5  Seller  shall  be  relieved  of  its  obligations  and
liability  with respect to any claim under the  Warranty  if
such claim results from any of the following:
     i)   the  Aircraft  is  not operated or  maintained  in
          compliance   with  the  governing  or   applicable
          provisions  of Seller's FAA or DOT, as applicable,
          Approved  Flight  Manual, Maintenance  Manual  and
          Service  Bulletins,  and as each  thereof  may  be
          amended from time to time by Seller;
     ii)  installation,  repair, alteration or  modification
          to or of the Aircraft made by Buyer or third party
          which  is  determined  to  be  the  cause   or   a
          contributing cause of the defect;
     iii) the  Aircraft  is  subjected to misuse,  abuse  or
          accident  or is not properly stored and  protected
          against the elements when not in use;
     iv)  Buyer  does not submit that the defect is  covered
          by the Warranty.

10.6  Notwithstanding any other provisions of  this  Article
10,   the  Warranty  shall  not  apply  to  any  Powerplants
("Powerplant"  shall  mean  a  complete  propulsion   system
consisting of the Engine, Nacelle, Controls and Accessories)
installed in the Aircraft. The Powerplant warranty shall  be
provided directly by the Powerplant manufacturer (BMW Rolls-
Royce)  to  Buyer, shall be the sole responsibility  of  the
Powerplant  manufacturer,  and  the  rights  of  Buyer  with
respect  to  the  Powerplants shall be a matter  as  between
Buyer  and  the Powerplant manufacturer. Buyer  agrees  that
Seller  shall  have no liability or responsibility  for  any
Powerplant warranty including, without limitation, any  lack
of   performance,  reliability  or  maintainability  of  the
Aircraft as a result of the Powerplants.
                                6
<PAGE>
10.7 Seller does not warrant, and is hereby relieved of  any
obligation  to  warrant, any accessory,  equipment  or  part
incorporated   in  the  Aircraft  which  is  not   furnished
pursuant  to  this  Agreement,  or  any  amendment  to  this
Agreement,  including,  without limitation,  any  accessory,
equipment or part installed by anyone other than Seller.

10.8  Any repair, replacement or rework by Seller under  the
Warranty  shall  also  be covered by the  Warranty  covering
material  and workmanship for the unexpired portion  of  the
Warranty  periods set forth in this Article 10 remaining  at
the time of repair, replacement or rework.

10.9 The Warranty shall run to Buyer, its successors and  to
all persons to whom title to the Aircraft may be transferred
during  the  Warranty periods set forth in this Article  10,
provided  that  any  such successor or  owner  shall  remain
subject  to  the applicable provisions of this Agreement  to
the same extent as Buyer.

10.10     Buyer shall not be entitled to the benefits of the
Warranty  if  Buyer  does not maintain complete  records  of
operations  and maintenance of the Aircraft  and  make  such
records  available  to Seller. Buyer's failure  to  maintain
such   records   shall  relieve  Seller  of   its   Warranty
obligations. Buyer shall notify any subsequent buyer, owner,
assignee,  operator or transferee of the Aircraft  of  their
obligation  to  maintain  such  records  and  to  make  them
available for Seller's inspection. Whether notified or  not,
if  such  person  does not comply with the  foregoing,  that
person  shall  not  be  entitled  to  the  benefits  of  the
Warranty.

10.11      THE  WARRANTY,  OBLIGATIONS  AND  LIABILITIES  OF
SELLER  AND  THE RIGHTS AND REMEDIES OF BUYER SET  FORTH  IN
THIS  ARTICLE 10 ARE EXCLUSIVE AND ARE IN LIEU OF AND  BUYER
HEREBY   WAIVES   AND   RELEASES   ALL   OTHER   WARRANTIES,
OBLIGATIONS,  REPRESENTATIONS  OR  LIABILITIES,  EXPRESS  OR
IMPLIED, ARISING BY LAW, IN CONTRACT, CIVIL LIABILITY OR  IN
TORT, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTY  OF  MERCHANTABILITY OR FITNESS OR OF  ANY  IMPLIED
CONDITION,  AND  ANY OTHER OBLIGATION OR  LIABILITY  ON  THE
PART  OF SELLER TO ANYONE OF ANY NATURE WHATSOEVER BY REASON
OF  THE  DESIGN, MANUFACTURE, SALE, REPAIR, LEASE OR USE  OF
THE  AIRCRAFT OR RELATED PRODUCTS AND SERVICES DELIVERED  OR
RENDERED HEREUNDER.

10.12      In the event that any of the provisions  of  this
Article  10  are  for any reason declared  unenforceable  or
ineffective,  the remainder of the Article shall  remain  in
full force and effect.
                                7
<PAGE>
ARTICLE  11   TECHNICAL DATA AND SERVICES

11.1  At  Delivery  Time,  Seller  shall  deliver  to  Buyer
documentation  and the technical publications  described  in
Schedule  "D"  attached  hereto and  made  a  part  of  this
Agreement by reference.

11.2   Commencing  with  Delivery  Time,  Seller  will  make
available to Buyer, at its last address made known by  Buyer
to  Seller, from time to time, service bulletins and general
information  applicable  to the Aircraft,  as  well  as  any
amendments  to the documentation and technical  publications
referred  to in Article 11.1 applicable to Buyer's Aircraft,
for  a period of 10 years after delivery of the last BD-700-
1A10  aircraft manufactured by Seller. Seller shall  provide
this service at no additional cost to Buyer for a period  of
5 years from Delivery Time.

11.3   It   is   understood  that  the   documentation   and
publications  provided under this Article 11 and  any  other
data, drawings or information mentioned in the Specification
are  proprietary to Seller and that all rights to  copyright
belong  to  Seller and shall be kept confidential by  Buyer.
Buyer  agrees to use any data, drawings or other information
solely  to  maintain, operate or repair the Aircraft  or  to
make  any  installation  or alteration  thereto  allowed  by
Seller.

ARTICLE  12   TAXES AND DUTIES

12.1  The  Purchase Price does not include any  sales,  use,
personal  property, excise, consumption, goods and services,
value  added,  luxury  or other similar  taxes,  duties,  or
assessments  ("Taxes")  which may  be  levied,  assessed  or
imposed by any governmental authority or agency on or  as  a
result  of this sales transaction, to the extent imposed  by
law  on  Buyer or Seller, the Aircraft itself, other matters
or    things    covered   hereunder   (including   services,
instructions  or  Seller-furnished  data)  or  on  the  use,
delivery,  storage or transfer of any of them. Seller  shall
notify  Buyer  of  any  such Taxes, including  interest  and
penalties,  that  the governmental authority  or  agency  is
seeking  to  collect  from  Seller,  and  Buyer  agrees   to
promptly, but in no event later than 10 days after receiving
such   notices,  pay  same  directly  to  said  governmental
authority or agency, or to reimburse Seller for said  Taxes,
including  interest and penalties, or to assume the  defense
against imposition thereof at its sole cost and expense  and
to  hold Seller harmless from any such imposition. If  Buyer
does  not  make timely payment directly to said governmental
authority  or agency or timely defense, Seller may  pay  the
asserted Taxes, including interest and penalties, and  Buyer
shall  thereupon reimburse Seller for any such  payment  and
all  reasonable costs and expenses of Seller.  Provided that
                               8
<PAGE>
Buyer  is purchasing the Aircraft for immediate export  from
Canada, Seller represents that according to current Canadian
law, there are no Canadian taxes payable with respect to the
Aircraft   which  Buyer  would  become  obligated   to   pay
pursuant to this Article 12.

12.2  Upon Seller's request, Buyer shall execute and deliver
to  Seller  any  documents that Seller  deems  necessary  or
desirable in connection with any exemption or reduction  of,
or the defense against, any imposition of the Taxes referred
to in Article 12.1 hereof.

ARTICLE  13   EXCUSABLE DELAY

13.1  In  the  event of delay on the part of Seller  in  the
performance of its obligations or responsibilities under the
provisions of this Agreement, due directly or indirectly  to
force  majeure,  acts  of  God  or  any  enemy,  war,  civil
commotion,  insurrection,  riot, embargo,  fire,  explosion,
earthquake,  lightning, flood, drought, windstorm  or  other
action  of  the elements, or other catastrophe or  accident,
epidemic  or  quarantine restrictions, or  any  legislation,
act,  order,  directive, or regulation of any government  or
governmental  body,  delay or failure of  carriers,  strike,
lock-out, walk-out , slow-down, or other labor trouble, lack
or  shortage  or  delay in delivery of supplies,  materials,
accessories, equipment, tools or parts, delay or failure  of
subcontractors  or  suppliers  for  any  reason   whatsoever
including mechanical breakdown, delay in obtaining any  type
approval or any Airworthiness Certificates by reason of  any
law  or  governmental  order,  directive  or  regulation  or
interpretation  thereof  by  a  governmental   agency,   the
effective  date of which is subsequent to the date  of  this
Agreement,  requiring any modification in  the  Aircraft  in
order  to  obtain  the type approval,  or  any  other  cause
whatsoever, whether similar to those herein before mentioned
or of a different nature, beyond Seller's control or without
negligence  of  Seller, Seller shall not be responsible  for
any  such  delay  and  the time fixed or  required  for  the
performance  of  any  obligation or responsibility  in  this
Agreement shall be extended for a period equal to the period
during which any such cause and the effects thereof persist.

13.2  In  the  event that the delivery of  the  Aircraft  is
delayed by reason of any one or more of the causes to  which
reference is made in this Article 13 for more than 12 months
beyond  the last day of the month when delivery is otherwise
required,   either  Buyer  or  Seller  may  terminate   this
Agreement upon notice in writing to the other party of  such
termination,  which  notice shall be given  within  15  days
immediately following such period of 12 months. In the event
of   such   termination,   Seller's   sole   liability   and
responsibility shall be limited to the obligation to  return
to Buyer all amounts previously paid to Seller.
                                9
<PAGE>
Refer Addendum

ARTICLE  14   RESPECTIVE RIGHTS,  RECOURSES AND OBLIGATIONS

14.1 If Buyer fails to make any of the payments provided for
in  Article  3.1  on or before the stipulated  date,  Seller
shall  have  no  further obligations  to  Buyer  under  this
Agreement,  including no obligation to proceed further  with
the  manufacture of the Aircraft on behalf of the  Buyer  or
the  sale and delivery of the Aircraft to Buyer. In  such  a
case,  i)  Buyer  acknowledges that  all  rights  (including
property  rights  and  the right to  sell  the  Aircraft  to
another  party)  in and to the Aircraft remain  vested  with
Seller  free  and  clear of any ownership or  title  rights,
liens, charges or encumbrances; and ii) Buyer shall have  no
right  to  recover from Seller any of the amounts previously
paid  to  Seller. All such amounts shall be applied  against
the  costs  and damages incurred by Seller as  a  result  of
Buyer's  default. Buyer hereby acknowledges  and  recognizes
that in any event, such costs and damages will aggregate not
less  than  the  amounts previously paid to  Seller.  Seller
shall have the option of waiving such failure on the part of
Buyer,  should  Buyer, within 15 days of such default,  make
arrangements satisfactory to Seller for such payment and all
future payments.

Refer Addendum

14.2  a)    This Agreement may be terminated before Delivery
Time  by either party by notice of termination to the  other
party upon the occurrence of any of the following events:
     i)   the  other  party  makes  an  assignment  for  the
          benefit  of  creditors, or admits in  writing  its
          inability to pay its debts;
     ii)  a  receiver or trustee is appointed for the  other
          party  or  for  substantially all of such  party's
          assets  and,  if  appointed without  such  party's
          consent,  such  appointment is not  discharged  or
          stayed within 30 days;
     iii) proceedings  under any law relating to bankruptcy,
          insolvency  or  the reorganization  or  relief  of
          debtors  are  instituted by or against  the  other
          party  and,  if contested by such party,  are  not
          dismissed or stayed within 30 days; or
     iv)  any writ of attachment or execution or any similar
          process  is  issued  or levied against  the  other
          party or any significant part of its property  and
          is  not released, stayed, bonded or vacated within
          30 days after its issue or levy.
                                10
<PAGE>
      b)    In addition, Seller may terminate this Agreement
before  Delivery Time (i) as provided in Article 2.4 hereof;
or  (ii)  if  Buyer is in default or breach of any  material
term  or condition of this Agreement and does not cure  such
default  or  breach promptly after receipt  of  notice  from
Seller specifying such default or breach.

      c)     In addition, Buyer may terminate this Agreement
before  Delivery Time if Seller is in default or  breach  of
any material term or condition of this Agreement.

14.3  In  case  of termination of this Agreement  by  Seller
pursuant to and in accordance with Article 14.2:
     i)   all rights (including property rights) which Buyer
          may  have  or may have had in or to this Agreement
          or the Aircraft shall be extinguished;
     ii)  all  rights  (including property  rights  and  the
          right  to  sell the Aircraft to another party)  in
          and  to  the Aircraft shall be vested with  Seller
          free  and clear of any ownership or title  rights,
          prior claims, liens, charges or encumbrances; and
     iii) all  amounts  previously paid to Seller  shall  be
          retained  by  Seller and shall be applied  against
          the  costs  and damages incurred by  Seller  as  a
          result of the termination of this Agreement. Buyer
          hereby  acknowledges and recognizes  that  in  any
          event,  such costs and damages will aggregate  not
          less than the amounts previously paid to Seller.
     
          Refer Addendum

14.4 Upon termination of this Agreement by Buyer pursuant to
and  in  accordance with Article 14.2 or Article 5,  Buyer's
sole  right, remedy and recourse against Seller and Seller's
obligation to Buyer shall be limited to the following: Buyer
shall  be entitled to recover from Seller only those amounts
previously paid to Seller.

ARTICLE  15   INDEMNITY AGAINST PATENT INFRINGEMENT

15.1  Subject to the provisions hereinafter set out in  this
Article  15, Seller agrees to indemnify, protect,  and  save
harmless  Buyer  against any liability, losses,  damages  or
expenses  (excluding  any  liability,  losses,  damages  and
expenses in respect of or resulting from any lack or loss of
use  of  the Aircraft) resulting solely from any  actual  or
alleged  infringement of a Canadian or United States  patent
by  the  Aircraft.  The foregoing shall  not  apply  to  the
Powerplants  or any accessory, equipment or part  which  was
not   manufactured   by  Seller  or  is   not   manufactured
exclusively pursuant to Seller's detailed design,  or  which
was  incorporated in the Aircraft at Buyer's request instead
of  or  in  addition  to any accessory,  equipment  or  part
furnished by Seller.
                                11
<PAGE>
15.2  Seller shall not be liable with respect to any  actual
or  alleged  patent infringement to which  this  Article  15
would apply unless:
     i)   Suit  is  commenced against Buyer for infringement
          or   Buyer   receives  a  written  claim  alleging
          infringement  and notice is given  in  writing  to
          Seller  by Buyer within 20 working days after  the
          receipt by Buyer of the suit or written claim;
     ii)  Buyer  uses  diligent efforts, in full cooperation
          with  Seller,  to  reduce  or  mitigate  any  such
          expenses, damages, costs and royalties involved;
     iii) Buyer  furnishes  promptly  to  Seller  all  data,
          papers  and records within its possession and  any
          other   information  or  material  within  Buyer's
          knowledge or control necessary or useful to resist
          and defend against such claim or suit; and
     iv)  Buyer  refrains from making any payment  and  from
          assuming  any obligations, liabilities,  expenses,
          damages, costs and royalties for which Seller  may
          be held liable, without approval of Seller, and is
          diligent  to reduce or mitigate any such expenses,
          damages, costs and royalties.

15.3  Seller shall have the option at any time or from  time
to time to conduct negotiations, in its own name, or in  the
name of Buyer, and to enter into a settlement or settlements
with  the party or parties involved in the actual or alleged
patent  infringement and to intervene in any suit or  claim.
Should Seller intervene in any such suit or claim, it  shall
be  entitled at any stage of negotiations or proceedings  to
assume,  conduct or control the defense thereof.  If  Seller
assumes  such defense and Buyer, in its interest, elects  to
participate  therein, it shall do so at its  sole  cost  and
expense.

15.4  THE OBLIGATIONS ON THE PART OF SELLER IN THIS  ARTICLE
15 ARE UNDERTAKEN BY SELLER AND ACCEPTED BY BUYER IN LIEU OF
ANY AND ALL OTHER OBLIGATIONS EXPRESS OR IMPLIED, ARISING IN
LAW  OR OTHERWISE, TO WHICH SELLER MIGHT OTHERWISE BE LIABLE
IN  RESPECT OF ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT  BY
THE  AIRCRAFT OR UNDER ANY PATENT RIGHT OR RIGHT TO  PATENT,
AND  SUCH  OBLIGATIONS  SHALL NOT BE  EXTENDED,  ALTERED  OR
VARIED  EXCEPT IN WRITING SIGNED BY SELLER AND  BUYER  UNDER
THE    HANDS    OF   THEIR   RESPECTIVE   DULY    AUTHORIZED
REPRESENTATIVES.

ARTICLE  16   LIMITATION OF LIABILITY

16.1   SELLER   SHALL  NOT  BE  LIABLE  FOR  ANY   INDIRECT,
CONSEQUENTIAL,  SPECIAL, INCIDENTAL AND/OR PUNITIVE  DAMAGES
OF  ANY  KIND OR NATURE UNDER ANY CIRCUMSTANCES, OR FOR  ANY
LOSSES OR DAMAGES FOR OR ARISING OUT OF ANY LACK OR LOSS  OF
USE  OF  ANY AIRCRAFT, ANY EQUIPMENT OR ANY SPARE PARTS  FOR
ANY REASON.
                                12
<PAGE>
ARTICLE  17   MISCELLANEOUS

17.1  Assignment - Neither this Agreement  nor  any  of  the
rights  of Buyer hereunder shall be assignable by  Buyer  in
whole  or  in  part without Seller's written  consent  which
shall  not  be  unreasonably withheld.  Notwithstanding  the
foregoing,  this Agreement shall be assignable by  Buyer  in
whole  or  in part to a wholly-owned subsidiary or affiliate
of  Buyer  or  any financial institution which is  providing
financing to Buyer in connection with Buyer's acquisition of
the  Aircraft  provided that Buyer shall  remain  solidarily
liable  with  the assignee for the fulfillment  of  all  the
terms  and  conditions  of  this  Agreement.   Buyer  hereby
acknowledges receipt of due notice (i) that a portion of the
interest  of  the Seller in this Agreement and the  Purchase
Price  payable hereunder could be assigned in favour  of  LR
Jet   Corporation  under  a  certain  Receivables   Purchase
Agreement  dated  as  of March 27,  1995  and  (ii)  of  the
hypothecation and creation of a security interest in  favour
of State Street Bank and Trust Company under the terms of  a
Trust Indenture and Security Agreement dated as of March 27,
1995. For greater certainty, Buyer hereby acquiesces to  the
hypothec  and  the assignment created under the  said  Trust
Indenture.   Notwithstanding  any  of  the   above-mentioned
assignment,  security  interest or  hypothec,  Seller  shall
remain  the  sole  party responsible to  Buyer  for  all  of
Seller's obligations as Seller hereunder.

17.2  Notices  -  All  communications  between  the  parties
hereto, including any notice to be given hereunder, shall be
in writing and shall be deemed sufficiently given if sent by
registered   or  certified  mail,  commercial   courier   or
facsimile to the party to which said notice is to  be  given
at its address as shown on page 1 hereof unless such address
is  changed by a notice given to the other party. Notices so
sent  shall be deemed to be received upon actual receipt  by
the receiving party.

17.3  Successors - This Agreement shall inure to the benefit
of  and  be binding upon each of Seller and Buyer and  their
respective successors.

17.4  Compensation  - Buyer shall not  be  entitled  to  any
abatement, reduction, set-off, compensation, withholding  or
counterclaim  against  any of the payments  due  under  this
Agreement by reason of any past, present or future right  or
claim  against  Seller  under this Agreement  or  any  other
obligation,  whether or not contractual and whether  or  not
related to this Agreement.
                                13
<PAGE>
17.5  Laws - THE RELATIONSHIP BETWEEN THE PARTIES, INCLUDING
THEIR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, SHALL  BE
GOVERNED  BY AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL
LAWS  OF  THE PROVINCE OF QUEBEC, CANADA. Seller and  Buyer,
which  have  acceded to this Agreement,  have  required  and
agreed  that  it  and any related documents including  those
required  under  Article  11 be  drawn  up  in  the  English
language  only;  le  Vendeur  et  l'Acheteur,  parties   aux
presentes,  ont  expressement requis et conviennent  que  ce
contrat  en  tout document connexe incluant ceux requis  par
l'Article   11  soient  rediges  dans  la  langue   anglaise
seulement.

17.6 Agreement

17.6.1     This Agreement and the matters referred to herein
constitute the entire Agreement between Seller and Buyer and
supersede  and  cancel  all  prior representations,  alleged
warranties, statements, negotiations, undertakings, letters,
acceptances,   agreements,  understandings,  contracts   and
communications,  whether verbal or written,  between  Seller
and Buyer or their respective agents, with respect to or  in
connection with the subject matter of this Agreement and  no
agreement  or understanding varying the terms and conditions
hereof shall be binding on either Seller or Buyer unless  in
writing  and  duly  signed  by their  respective  authorized
representatives. In the event of any inconsistencies between
this Agreement, any addendum clauses and any of the annexes,
Specification  or other documents referred  to  herein,  the
provisions  of  first  the addendum clauses  and  then  this
Agreement shall prevail, followed by the Specification.

17.6.2    If any of the provisions of this Agreement are for
any  reason  declared by judgement of a court  of  competent
jurisdiction  to  be  unenforceable  or  ineffective,  those
provisions  shall  be  deemed  severable  from   the   other
provisions  of  this  Agreement and the  remainder  of  this
Agreement shall remain in full force and effect.

17.6.3     This  Agreement  shall  only  be  considered   as
executed by Seller when signed in duplicate originals on its
behalf at its registered office.

17.6.4      The  obligations  and  liabilities  of   Seller,
including  the  Warranty contained in  Article  10  and  the
Limitation  of  Liability contained in Article  16  of  this
Agreement,  have been expressed, discussed,  understood  and
agreed  to between Buyer and Seller in consideration of  the
Purchase Price of the Aircraft and other provisions of  this
Agreement.
                                14
<PAGE>
ARTICLE  18   CONFIDENTIALITY

18.1  Seller  and Buyer hereby agree to keep this  Agreement
and  its contents confidential and each party hereto  agrees
that  it shall not disclose, or permit to be disclosed,  the
same to any person or entity, except:
     i)   to assignees or transferees of a party or to their
          counsel,  accountants, auditors, other  agents  or
          third  parties, on a "need to know" basis, all  of
          whom shall agree to keep the same confidential;
     ii)  to a party's counsel, accountant, auditor or other
          agents   who   agree  to  keep  such   information
          confidential;
     iii) as   may   be  required  by  statute,   court   or
          administrative  order  or decree  or  governmental
          ruling  or  regulation  of the  United  States  or
          Canada or other applicable jurisdiction, or
     iv)  to  the  extent that such information is published
          as publicly available.

Neither  any party to this Agreement nor any of  its  agents
shall  make  any  press  release  or  other  similar  public
announcement  disclosing the terms of  this  transaction  or
this document or the identity of any party to this Agreement
without the prior written consent of the other party.

ARTICLE  19   REFER ADDENDUM

BUYER:                         SELLER:


GOLDEN NUGGET AVIATION CORP.   BOMBARDIER INC., BUSINESS
                               AIRCRAFT DIVISION


Per:   Bruce A. Levin          Per:   Keith B. Garner
Title: Assistant Secretary     Title: Executive Vice President


                              
                              


                                15
<PAGE>


        ADDENDUM TO GLOBAL EXPRESS AIRCRAFT PURCHASE
       AGREEMENT BETWEEN GOLDEN NUGGET AVIATION CORP.
           AND BOMBARDIER INC. DATED 24 JUNE 1997



ARTICLE 3  MANUFACTURING PAYMENT SCHEDULE

           3.1   Delete  this  Article in its  entirety  and
           replace with the following:

                 "In consideration of Seller's obligation to
           proceed  with the manufacture, delivery and  sale
           of  the  Aircraft, Buyer undertakes to  make  the
           following  payments to Seller for a total  amount
           of   $29,500,000  U.S.  dollars  (the   "Purchase
           Price")   which  is  subject  to  an   escalation
           adjustment   in  accordance  with  Schedule   "C"
           attached hereto.

           i)   A  first  payment of US $7,375,000 being  an
                amount  equal to 25 percent of the  Purchase
                Price,   shall  be  paid  at  the  time   of
                contract execution of this Agreement.
           
           ii)  The   balance   of   the   Purchase   Price,
                $22,125,000 plus any adjustment required  in
                accordance with Schedule "C" shall  be  paid
                at Delivery Time.
           
                Each  of  such payments, except  the  last,
           shall  be on account of the manufacture, delivery
           and sale of the Aircraft."


ARTICLE 9  TRAINING

           9.1  On the second line replace "4" with "6".


ARTICLE 13 EXCUSABLE DELAY

           13.2 On the third line replace "12" with "6".

                On the seventh line replace "12" with "6".


ARTICLE 14 RESPECTIVE RIGHTS, RECOURSES AND OBLIGATIONS

           14.1  Replace clause ii) of the second  sentence,
           and the third sentence, with the following:

<PAGE>
                 "ii)  Seller  shall be entitled  to  retain
           U.S.  $7,375,000 of the amount paid to Seller  on
           account  of  the Purchase Price as Seller's  sole
           and  exclusive remedy for any costs  and  damages
           incurred   by   Seller  as  a   result   of   the
           termination  of this Agreement; such amount  does
           not  constitute an abusive penalty but  includes,
           without  limitation, loss of profit on  the  sale
           contemplated  by  this  Agreement,   direct   and
           indirect   costs   incurred  as   a   result   of
           disruption  in  production, and selling  expenses
           to  resell the Aircraft.  The parties have agreed
           upon  the foregoing amount of liquidated  damages
           as  a  reasonable forecast of the anticipated  or
           actual  loss  Seller will suffer as a  result  of
           the  termination of this Agreement. Seller  shall
           promptly return to Buyer any amount in excess  of
           U.S. $7,375,000 paid to Seller on account of  the
           Purchase Price.".

           14.3  iii)  Replace  this  sub-Article  with  the
           following:

                 "Seller  shall be entitled to  retain  U.S.
           $7,375,000  of  the  amount  paid  to  Seller  on
           account  of  the Purchase Price as Seller's  sole
           and  exclusive remedy for any costs  and  damages
           incurred   by   Seller  as  a   result   of   the
           termination  of this Agreement; such amount  does
           not  constitute an abusive penalty but  includes,
           without  limitation, loss of profit on  the  sale
           contemplated  by  this  Agreement,   direct   and
           indirect   costs   incurred  as   a   result   of
           disruption  in  production, and selling  expenses
           to  resell the Aircraft.  The parties have agreed
           upon  the foregoing amount of liquidated  damages
           as  a  reasonable forecast of the anticipated  or
           actual  loss  Seller will suffer as a  result  of
           the  termination of this Agreement. Seller  shall
           promptly return to Buyer any amount in excess  of
           U.S. $7,375,000 paid to Seller on account of  the
           Purchase Price.".


ARTICLE 19 PERFORMANCE GUARANTEES

           19.1   Notwithstanding  the  provisions  of   the
           Specification  (but  subject to  the  performance
           conditions contained in Specification Section 04-
           32-00  except  as herein modified), the  Aircraft
           performance   guarantees   shall   be   as    per
           Attachment  "A" attached hereto based on  Maximum
           Ramp  Weight  of  93,750  lb.,  Maximum  Take-Off
           Weight  of 93,500 lb., Operating Weight Empty  of
           48,800  lb., and Maximum Fuel of 43,350  lb.   In
           addition,   the   performance  guarantees   shall
           include the following:
                                2
<PAGE>
           1. At  Mach .85, minimum range guarantee of  6400
              n.  mi. with NBAA IFR reserve fuel, ISA, zero
              wind,  eight (8) passengers and crew of  four
              (4).

           2. At  Mach .80, minimum range guarantee of  6700
              n.  mi. with reserve fuel of 2,000 lb.,  ISA,
              zero  wind, eight (8) passengers and crew  of
              four (4).

           3. Cruise  altitude  shall  be  guaranteed  at  a
              minimum of 45,000 ft.

           19.2  Should  the Aircraft i) fail  to  meet  the
           above   mentioned   performance   guarantees   at
           Delivery Time, or ii) not be delivered within  30
           days  of  30  June  1998 for reasons  other  than
           Excusable Delay, then Buyer shall have the  right
           to  terminate  this Agreement.  In the  event  of
           such  termination,  Seller's sole  liability  and
           responsibility   shall   be   limited   to    the
           obligation   to  return  to  Buyer  all   amounts
           previously paid to Seller plus interest.
                               3