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                                                                  EXHIBIT 10(k)

                      UNANIMOUS CONSENT TO ACTION IN LIEU
                      -----------------------------------
                         OF SPECIAL CALL MEETING OF THE
                         ------------------------------
                     BOARD FOR GULFSIDE CASINO PARTNERSHIP
                     -------------------------------------

        WHEREAS, GULFSIDE CASINO, INC., a Mississippi Corporation, ("GULFSIDE")
and PATRICIAN, INC., a Nevada Corporation, ("PATRICIAN") entered into that
certain General Partnership Agreement effective December 31, 1992, wherein
GULFSIDE was originally vested with a 60% interest and PATRICIAN was vested
with a 40% interest; and,

        WHEREAS, the First Amendment to the Partnership Agreement was entered
into by and between GULFSIDE and PATRICIAN on April 15, 1994, and made
effective on January 1, 1993, in order to accurately reflect the financial risk
of each partner and to cure various breaches by GULFSIDE CASINO, INC. and which
First Amendment caused the profits and losses of the Partnership between
GULFSIDE and PATRICIAN to be reallocated as follows: 80% interest in PATRICIAN
and 20% interest in GULFSIDE; and,

        WHEREAS, the Second Amendment to the Partnership Agreement was entered
into by and between GULFSIDE and PATRICIAN on December 9, 1994 and contained,
among other things, provisions related to additional contributions to capital; 
and,

        WHEREAS, PATRICIAN was designated in accordance with Article IX of the
Partnership Agreement as the construction manager and as the operations
manager; and,

        WHEREAS, PATRICIAN transferred a portion of an interest equivalent to
one percent (1%) in the partnership to ARTEMIS, INC., a Nevada Corporation
(herein "ARTEMIS") in order to ensure the

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continuity of the Partnership in the event of dissolution of one of its
partners; and,

        WHEREAS, the Chancery Court of Harrison County, Mississippi, First
Judicial District, entered its Amended Judgment dated January 13, 1997, in the
matter styled "Terry W. Green and Joel R. Carter, Sr. v. Gulfside Casino,
Inc., Gulfside Casino Partnership, Mississippi Partnership and Patrician,
Inc.", Cause No. 106,741; and,

        WHEREAS, GULFSIDE CASINO, INC. filed a Voluntary Petition pursuant to
Title 11 of the United States Bankruptcy Code on January 31, 1997, in the
United States Bankruptcy Court for the Southern District of Mississippi,
Southern Division, Case No. 97-07499; and,
        
        WHEREAS, the Chancery Court of Harrison County, Mississippi, First
Judicial District entered its Judgment dated May 29, 1997, in Cause No. 
106,741; and,

        WHEREAS, the Defendants in the above referenced Chancery Court
proceeding have taken an appeal to the Mississippi Supreme Court and dispute
certain findings of fact and conclusions of law set forth in the Amended
Judgment dated January 13, 1997, and intend to do likewise relative to the
Judgment dated May 29, 1997, in order to protect their respective rights and
interests in the Partnership; and,

        WHEREAS, notwithstanding the perfection of the appeal to the
Mississippi Supreme Court, the Partnership and its partners, in an effort to
comply with the spirit and intent of the Amended Judgment

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of the Chancery Court dated January 13, 1997, and the subsequent Judgment dated
May 29, 1997, and without waiving any rights under the appeals or otherwise,
find that a reallocation of the ownership interest in the Partnership will
facilitate a resolution of the time consuming, costly and disruptive litigation
pending in Chancery Court proceeding Cause No. 106,741, by and through the
Chapter 11 Reorganization of GULFSIDE CASINO, INC. in the United States
Bankruptcy Court; and,

        WHEREAS, GULFSIDE CASINO PARTNERSHIP, by and through its partners,
finds that a reallocation of the interest originally vested in GULFSIDE CASINO,
INC. should eliminate the substantive issues between the parties to the
litigation pending before the Chancery Court of Harrison County, Mississippi,
First Judicial District, in Cause No. 106,741;

        NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises and covenants contained herein, GULFSIDE, PATRICIAN and ARTEMIS
hereby agree as follows:

        1.      PERCENTAGE INTEREST. The Partnership Agreement shall be amended
to provide for the reallocation of profits and losses in the Partnership to
restore the 60% interest originally vested in GULFSIDE CASINO, INC. which
reallocation will result in the following ownership: 60% to GULFSIDE, 39% to
PATRICIAN and 1% to ARTEMIS, effective May 30, 1997.

        2.      CAPITAL CALL. The Capital Call Notice dated January 24, 1996,
and subsequent Capital Call pursuant to Article VI of the General Partnership
Agreement is hereby reversed and rescinded.

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        3.      CONTINUING EFFECT. Except as set forth to the contrary herein,
all other terms and conditions of the Partnership Agreement, as amended, remain
in full force and effect.

        4.      RESERVATION OF RIGHTS. The Partnership and its partners hereby
reserve any and all rights, claims, demands, charges, defenses, affirmative
defenses and assignments of error on appeal, in law and in equity, which have
been raised or may be raised in any litigation, including the litigation
pending before the Chancery Court of Harrison County, Mississippi, First
Judicial District, in Cause No. 106,741, in the Chapter 11 Bankruptcy
proceeding for GULFSIDE CASINO, INC. in United States Bankruptcy Court for the
Southern District of Mississippi, Southern Division, Case No. 97-07499, and/or
in any other proceeding which has been or may be filed or alleged by the
Plaintiffs arising out of or in any way related to the disputes between the
Plaintiffs and the Partnership or any of its partners in the above referenced 
proceedings.

        5.      WAIVER OF NOTICE. The undersigned partners do hereby consent
and agree to the actions and matters set forth hereinabove and do hereby waive
any and all requirements of notice relative to such actions as allowed under
Article VIII of the Partnership Agreement.

        6.      EFFECTIVE DATE. This Unanimous Consent to Action is effective
immediately upon the date of last execution by the parties hereto.

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        WITNESS THE SIGNATURES OF THE PARTNERS on the date set forth below:

PATRICIAN, INC.,                                GULFSIDE CASINO, INC.,
a Nevada Corporation,                           General Partner
Managing Partner


BY:  /s/ PETE CLADIANOS, JR.                    BY:  /s/ PETE CLADIANOS, JR.
   --------------------------------                -----------------------------
     PETE CLADIANOS, JR.                             PETE CLADIANOS, JR.

DATE:  5-30-97                                  DATE:  5-30-97
     -----------                                     -----------


BY:  /s/ JON N. BENGTSON                        BY:  /s/ JON N. BENGTSON
   --------------------------------                -----------------------------
     JON N. BENGTSON                                 JON N. BENGTSON

DATE:  May 30, 1997                             DATE:  May 30, 1997
     ----------------                                ----------------


BY:  /s/ DAVID R. WOOD                          BY:  /s/ DAVID R. WOOD
   --------------------------------                -----------------------------
     DAVID R. WOOD                                   DAVID R. WOOD

DATE:  May 30, 1997                             DATE:  May 30, 1997
     ----------------                                ----------------

ARTEMIS, INC.


BY:  /s/ PETE CLADIANOS, JR.
   --------------------------------
     PETE CLADIANOS, JR.

DATE:  5-30-97
     -----------


BY:  /s/ JON N. BENGTSON
   --------------------------------
     JON N. BENGTSON

DATE:  May 30, 1997
     ----------------


BY:  /s/ DAVID R. WOOD
   --------------------------------
     DAVID R. WOOD

DATE:  May 30, 1997
     ----------------



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