CASINO LEASE AND OPERATING MANAGEMENT CONTRACT BETWEEN SOCIETE
                LOISIRS CLUB HAMMAMET AND CLEOPATRA PLACE LIMITED

                           CASINO LEASE AND OPERATING
                               MANAGEMENT CONTRACT



                          SOCIETE LOISIRS CLUB HAMMAMET

                                      OWNER




                            CLEOPATRA PALACE LIMITED

                                     LESSEE


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                          SOCIETE LOISIRS CLUB HAMMAMET

                 CASINO LEASE AND OPERATING MANAGEMENT CONTRACT

THIS DOCUMENT WITNESSETH:

ON THE HAND, SOCIETE LOISIRS CLUB HAMMAMET, domiciled in Tunis, Tunisia
("Owner")

          AND ON THE OTHER HAND,  CLEOPATRA PALACE LIMITED, the casino operating
company of Dublin, Ireland ("Lessee"), the shareholders of which are as follows:
Gabriel  Tabarani;  Alem Yaghi;  Clifford  Jones and Nona  Morelli's  II, Inc, a
Colorado (U.S.A.) corporation.

         WHEREAS,   Owner  is  the  present  owner  of  a  building,  now  under
construction (the  "Casino-Property") as more fully described in Exhibit A which
is incorporated by reference; and

         WHEREAS, Owner presently has an agreement in principle which will allow
it to obtain a  governmental  license or Permit which  legally  authorises it to
operate and maintain a gaming  casino (the "Casino ) with slot  machines,  table
games  and video  machines  in  Tunisia  (the  "Gambling  License")  subject  to
compliance  by  Owner  and by  Lessee  with  all  applicable  Tunisian  laws and
regulations; and

          WHEREAS,  the parties  hereto  desire to enter into this Lease for the
Casino  Property ir; which  Lessee  shall  operate a Casino with the  particular
location of the Casino Property being more fully described in Exhibit B.

         NOW, THEREFORE, in consideration of the covenants and conditions herein
to be kept and  performed  by the parties  hereto,  and other good and  valuable
consideration,  the receipt and sufficiency whereof is hereby acknowledged,  the
following shall be, and hereby is understood and agreed:

1.        Lease.  Owner  does  hereby  lease the  Casino-Property  and  Gambling
          License to Lessee for a fIxed rental as follows:

          A.        First  year   beginning  31st  December  1994  or  occupancy
                    (whichever is the latest) when the space  designated as that
                    for  housing  the Casino  Property is deemed to be ready for
                    occupancy,  according to building and other such regulations
                    as per the initial  control  office  (SOCOTEC)  certificate.
                    Lessee  will  pay,  the  sum of One  Million  United  States
                    Dollars (US 1,000,000), payable to the owner in its entirety
                    on occupancy.

          B.        Second  year  beginning  one  (1 ) year  from  the  date  of
                    occupancy  by Lessee as mentioned  above,  as the sum of Two
                    Million United States Dollars (US $2,000,000.00), payable to
                    the Owner in its entirety one year after occupancy;

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          C.        Third  year  beginning  two  (2)  years  from  the  date  of
                    occupancy by Lessee as mentioned  above,  the sum of Two and
                    One-Half  Million United States Dollars (US  $2,500,000.00),
                    payable  to  the  Owner  in its  entirety  two  years  after
                    occupancy;

          D.        Fourth year beginning three years form the date of occupancy
                    by Lessee as mentioned in 1 A above the sum of Three Million
                    United  States  Dollars (US  $3,000,000.00),  payable to the
                    Owner in its entirety three years after occupancy;

          E.        Fifth year and thereafter,  yearly  increases of Two Hundred
                    Fifty Thousand Dollars (US $250,000.00) up to a total rental
                    per year of Five  Million  Dollars  (US  $5,000,000.00)  per
                    annum, payable to the Owner in its entirety four years after
                    occupancy and of each year of this Agreement thereafter,  as
                    hereunder:

                         US $3,250,000.00 four years after occupancy;
                         US $3,500,000.00 five years after occupancy;
                         US $3,750,000.00 six years after occupancy;
                         US $4,000,000.00 seven years after occupancy;
                         US $4,250,000.00 eight years after  occupancy;
                         US $4,500,000.00 nine years after occupancy;
                         US $4,750,000.00  ten years after occupancy;
                         US $5,000,000.00 eleven years after occupancy,
                    and
                         US $5,000,000.00 twelve, thirteen and fourteen years
                         after occupancy.

2.        Operation.  Lessee  shall  manage the  Casino-Property  by and through
          experienced  and  professionally   competent   operators,   reasonably
          acceptable  to Owner.  Lessee shall have full and complete  control of
          the operation of the Casino,  subject only to the terms and conditions
          of this Agreement.

3.        License.  Owner shall maintain the Gambling License for and during the
          entire term of this Agreement,  and Owner hereby authorises the Lessee
          to operate the Casino during the term of this  Agreement in accordance
          with the provisions of the Gambling License,  the laws of Tunisia, and
          other terms of this  Agreement.  Commencement  of the initial term and
          the   continuation   of  this   Agreement  and  Lessee's  and  Owner's
          obligations  hereunder are subject to Owner  obtaining and maintaining
          in effect the Gambling License, without prejudice to Clause 4 below.

4.        Compliance.  Lessee shall comply with the laws of Tunisia in operating
          the Casino-Property  under the Gambling License in accordance with the
          terms of this  Agreement.  If the  Casino  license  is to be frozen or
          withdrawn  temporarily by the Tunisian Authority for any reason caused
          by the Lessee, the Lessee will keep paying the rent during that period
          up to one year. In the event that Lessee is unable to cure the default
          that  caused  the  license  to be frozen or  withdrawn,  the  contract
          automatically  terminates,  unless  agreed  otherwise  between the two
          parties.  Where the  contract  terminates  because  of the fault of or
          actions  attributable  to the Lessee,  the Owner has the right to take
          back  the  building  and all the  fittings,  furniture  and  equipment
          supplied originally and owned by the Lessee, without compensation.

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5.        Term. This Agreement shall be effective when signed by the parties but
          the initial  term of this  Agreement  shall be fifteen (15) years from
          the date of occupancy by Lessee as stated above,  i.e.  December 1994.
          This Agreement shall be renewed after renegotiation two years prior to
          its termination as defined in this Agreement, i.e. renegotiated by not
          later than 31st December 2007.

6.        Lessee during the term of the Agreement  will be  responsible  for the
          payment to the Owner of charges incurred for the interior and external
          maintenance  of the Casino  Property  including but not limited to the
          air  conditioning and ventilation  system(s),  electrical and plumbing
          outlets and carpeting, and all other landlord and Lessee fittings.

7.        The Owner  recognises that Lessee in order to obtain full enjoyment of
          the Casino facilities  requires that the hotel complex be completed by
          1st June 1995;  otherwise  the  Lessee  has the right to  suspend  the
          payments of the rental  during the time from that date until the hotel
          is  completed,  and the lease shall be extended by that same period of
          time.

8.        Surrender  at  Termination.  At the  expiration  of the  term  of this
          Agreement,  or upon the  earlier  termination  thereof,  Lessee  shall
          surrender  and return the  Casino-Property  in the  condition  thereof
          existing at the commencement of the term,  ordinary wear and tear, and
          damage by fire or other casualty,  excepted.  Lessee shall be entitled
          to retain all of its furniture, gambling machines, equipment' records,
          supplies  inventories  and other  personal  property  utilised  in the
          operation of the Casino-Property except as provided in Clause 4 above.

9.        Operating Capital.  Lessee shall provide and expend a minimum of Three
          Million United States Dollars (US $3,000,000.00) in funds to equip the
          Property.

10.       Deposit.  As security for the lease  payment(s),  and the execution of
          all the terms and  conditions  of this  Agreement,  the  Lessee  shall
          deposit the sum of One Million United States Dollars (US$1,000,000) in
          the following two ways:

          A-        Five hundred thousand United States Dollars  (US$500,000) in
                    the  form  of  a  bank  guarantee  issued  by a  prime  bank
                    acceptable  to Owner.  This  guarantee to be effective as of
                    the date of signing of this Agreement

          B-        a cash  payment  of  Five  hundred  thousand  United  States
                    Dollars (US$500,000) to the account of the Owner in Tunis or
                    any other place  designated by Owner,  within 45 days (forty
                    five days) from the date of this Agreement. An interest rate
                    of 7% (seven per cent) per year will be payable to Lessee by
                    the Owner on this amount until it is returned to Lessee.



<PAGE>




          Both (A & B) and interest  thereon will be released by Owner to Lessee
          by 31st  December  1998,  upon faithful  performance  of the terms and
          conditions of this Agreement by the Lessee.

11.       Furniture. Furnishings. Fixtures and Equipment.

          A.        Owner   shall,   at  its  sole   expense,   make  ready  the
                    Casino-Property  for  occupancy  according  to building  and
                    other such  regulations as per the control office  (SOCOTEC)
                    certificate,   painted  and  fitted  with  carpet  of  local
                    manufacture.  This  includes  all costs of  roads,  adequate
                    parking, access corridors, walkways, and landscaping.

          B.        Lessee  shall,  at its sole  expense,  "provide  all  gaming
                    devices and related equipment necessary for the operation of
                    the Casino including  decoration and chandeliers as required
                    by Lessee to a standard befitting a property of this stature
                    without prejudice to Clause 9 above.  Parking attendants for
                    the Casino  Property shall be employees of the Lessee.  Such
                    costs will not include items specified in (B) below.

12.      Conduct of Business.

          A.        During the term of this  Agreement,  the Casino and Gambling
                    License  shall  be  used  solely  for the  purposes  of this
                    Agreement. Lessee shall manage and operate the Casino to the
                    best  of  its  ability;  and  in  a  proper,  efficient  and
                    businesslike  manner; and to the extent that the ambiance of
                    a high  class  casino  shall  at all  times  be  maintained,
                    without prejudice to clauses  aforegoing.  Lessee shall keep
                    the Casino open and  available  for  business on all days of
                    the months of January through  December [twelve (12) months]
                    not less than eight (8) hours per day,  but only  during the
                    times  when there is  sufficient  business  to  justify  the
                    operation,  except when prevented by force majeure.  In such
                    an occurrence,  Lessee is entitled to a rebate/reduction  of
                    50% of the rent so due for six (6) months  after  which both
                    the Owner and/or the Lessee may terminate this Agreement

          B.        Lessee  shall   employ  and  train  all   employees  of  the
                    Casino-Property.  All such employees  shall be the employees
                    of the Lessee. All employees of the Casino-Property shall be
                    neatly   and   cleanly   attired   and   if   any   of   the
                    Casino-Property's   employees   shall,  in  any  way,  bring
                    discredit  upon the Country of Tunisia or any city  therein,
                    they shall be immediately discharged,  and any and all costs
                    incurred thereon are to the responsibility of the Lessee.

          C.        Lessee  shall  comply,  and  the  Casino-Property  shall  be
                    operated  so as to  comply,  with all  laws and  regulations
                    presently in force or subsequently enacted by Tunisia.

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          D.        Lessee shall operate and provide in the Casino  Property all
                    casino  facilities and casino services normally operated and
                    provided in casinos of comparable class.

          E.        Lessee  shall be  entitled  to operate  service  liquor bars
                    within  the  Casino-  Property  for the  purpose  of selling
                    drinks  of  patrons  of the  Casino  as well  as  dispensing
                    complimentary beverages.

13.       Relationship  of  the  Parties.  Nothing  herein  contained  shall  be
          construed as effecting a  co-partnership  of joint venture between the
          parties,  and  it is  the  express  intent  of the  parties  that  the
          relationship  between  them  shall be solely and  exclusively  that of
          Landlord and Tenant, under the terms and conditions hereof.

14.       Hold Harmless. Owner and Lessee shall, at all times during the term of
          Agreement,  indemnify  and save,  protect and keep harmless each other
          from and against any and all liability,  cost,  damage,  expense,  and
          fine, whatsoever, which may arise or be claimed by a person or persons
          for any loss of money or damage to any property whatsoever,  or injury
          to or death of any person whomsoever,  consequent upon or arising from
          or out of any act of omission of the other.

15.       Insurance.  During the term of this Agreement,  Lessee shall maintain,
          at Lessee's expense,  with a reputable  insurance company or companies
          reasonably   satisfactory  to  Owner,  personal  injury  and  property
          liability  insurance with coverage of no less than  $1,000,000.00  for
          personal  injury and no less than  $500,000 for property  damage,  and
          Owner shall be listed as an additional  insured.  In addition,  Lessee
          shall cause employees to be duly insured by such policies of Workman's
          Compensation  or similar  insurance  as may be required by  applicable
          laws.  The Lessee shall obtain and keep in effect an insurance  policy
          covering  the  risk of  fire,  flood,  and  subsidence  damage  to the
          Casino-Property.  Owner shall be listed as  additional  insured.  Such
          insurance shall include loss of revenue for a 24 month period.

16.       Right of  Inspection.  Owner shall have the right to enter upon and/or
          inspect any part of the property at any time;  provided however,  such
          visits or inspections shall be conducted with as little disturbance as
          possible  to the  operations  of the  Casino  and in the  company of a
          representative of the Lessee. Such access to the Casino-Property shall
          not be unreasonably withheld.

17.       Assignment.  Lessee  may  assign  this  Agreement,  or may  assign  or
          transfer  its  interest in the  property,  and any of its  rights,  or
          privileges  under  this  Agreement  so long as the  Gambling  Licenses
          remain  in the name of the  Owner,  and so long as Lessee  remains  in
          control of the  operation of the  Casino-Property.  Assignment of this
          Agreement requires the prior written consent of Owner, which shall not
          be unreasonably withheld.

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18.       Appearance of Premises. It is expressly understood and agreed that the
          appearance  of the property  which have been  provided by the Owner at
          its expense, including the placing of signs and the general conduct of
          the business on the Casino-Property  Area, will have a material effect
          on the reputation of Owner.  The Owner,  therefore,  hereby  expressly
          reserves  the right to control  and  regulate  the  appearance  of the
          property at all times  during the term of this  Agreement,  including,
          but not  limited to the  regulation  of any signs,  advertisements  or
          other  promotional  material used in connection  with the operation of
          the Casino.  Lessee shall have the right to  advertise  the Casino but
          the format of the advertising  shall be in keeping with the dignity of
          the  complex  housing  the  Casino-Property,  and the Owner  shall not
          unreasonably  withhold its  approval of the form of such  advertising.
          Lessee will annually  prepare a specification  book for a programme of
          promotional and touristic activities. No structural, material or other
          alterations   to  the   external   or  internal   appearance   of  the
          Casino-Property  may be  undertaken  by the  Lessee  except  with  the
          express written permission of the Owner.

19.       Entertainment.   Lessee   shall  have  the  right  to  decide  if  any
          entertainment  is  needed  in the  Casino-Property.  Lessee  shall  be
          responsible   for   the   payment   for  all   entertainment   in  the
          Casino-Property.  Any such  entertainment  shall be in accordance with
          the regulations of Tunisia.

20.       Default.  If, at any time  during the term of this  Agreement,  one or
          more  of  the  following  events  shall  occur,  Owner  may  forthwith
          terminate this Agreement:

          A.        Lessee  shall  fail to  make  any  payment  due  under  this
                    Agreement  on or prior to the date upon which it is due, and
                    such  failure  shall  continue  for  thirty  (30) days after
                    written  notice.  In such an event the Lessee  shall pay the
                    Owner 2% per month on the sum so delayed.

          B.        Lessee shall fail or refuse to fully  perform or comply with
                    any other agreement,  covenant, or undertaking,  which it is
                    required by this  Agreement  to perform or comply  with,  or
                    shall  otherwise  violate  any  provision  hereof,  and such
                    failure  shall  continue for thirty (30) days after  written
                    notice. Provided that, if Lessee is diligently attempting to
                    cure a non-monetary  default but cannot  reasonably do so in
                    thirty (30) days,  the cure period shall continue as long as
                    reasonably  necessary  for  Lessee to cure the  non-monetary
                    default, in the exercise of reasonable diligence. Should the
                    lease be terminated  under the above  conditions,  the owner
                    retains  the right to receive  the rental for the  remaining
                    term of this Agreement.

21.       Notices. Unless a party hereto shall in writing direct otherwise,  all
          notices  to be  served  or  rendered  under  this  Agreement  shall be
          properly served and rendered if sent by Registered Mail directed to:

<PAGE>



                         Owner:    Loisirs Club Hammamet
                                   30, Rue Assamaoual - Notre Dames
                                   1002 Tunis, Tunisie
                                   Telephone:                2161-794-450
                                   Telefax:                  2161-793-953

                         Copy to:  GMH
                                   29, venue de la Porte Neuve
                                   L-27 Luxembourg
                                   Telephone:                352-470-168
                                   Telefax:                  352-470-352

                        Lessee:    Cleopatra Palace Limited
                                   c/o Gabriel Tabarani
                                   Chartwell House, 80 Wimbledon Parkside
                                   London SW19 SLN England
                                   Telephone: 081-789-6762

                         Copy to:  Mohamed Moncef Barouni
                                   6 Rue d' Argentine - Le Belvedere
                                   1002 Tunis
                                   Telephone:                2161-285-868
                                   Telefax:                  2161-786-553

          Any party may change its address for notice by written notice and such
          change shall be effective upon actual receipt of same.

22.       Governing  Law. This  Agreement is subject to and shall be interpreted
          in accordance with the laws of Tunisia.

23.       Arbitration. If at any time hereafter, any dispute shall arise between
          Owner and Lessee hereto with respect to this Agreement or the right to
          claim an abatement of their  obligations by reason of a force majeure,
          then  such  dispute  shall be  referred  to  arbitration  by three (3)
          disinterested  persons,  one each to be  appointed by Owner and Lessee
          and the third party to be  appointed  by the other two in writing.  If
          either party shall refuse or fail to appoint an arbitrator  within ten
          (10) days  after such a request  or if the two  appointed  arbitrators
          refuse or fail to appoint  the third  arbitrator  within ten (10) days
          after their  appointment,  then  either  party to this  Agreement  may
          request a Judge,  in the first  instance,  in Tunisia,  to appoint the
          third  arbitrator.  Parties  shall abide by such an  appointment.  The
          appointment   arbitrators   shall  proceed  in  accordance   with  the
          arbitration stipulations of the Code of Laws of Tunisia.

<PAGE>



IN WITNESS  WHEREOF,  this  Agreement is executed in duplicate  copies,  of like
terms and effect, on this day the Tenth of October, 1994.



"Owner"                                 "Lessee"
Loisirs Club Hammamet                   Cleopatra Palace Ltd
                                        an Irish Corporation



By:  /s/  Jinan Abdulla                 By:  /s/  Gabriel Tabarani
   -------------------------------         ------------------------------------
          Jinan Abdulla                           Gabriel Tabarani

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                          SOCIETE LOISIRS CLUB HAMMAMET
                 CASINO LEASE AND OPERATING MANAGEMENT CONTRACT


THIS DOCUMENT WITNESSETH:

ON THE HAND,  SOCIETE  LOISIRS  CLUB  HAMMAMET,  domiciled  in Tunis,  Tunisia (
"Owner" )

AND ON THE OTHER HAND CLEOPATRA HAMMAMET LIMITED
the casino operating company of Avenue Hedi CHAKER Immeuble Ben SALAH 1002 Tunis
( "Lessee" ):

         WHEREAS,   Owner  is  the  present  owner  of  a  building,  now  under
construction  ( the  "Casino-Property"  ) as more fully  described  in Exhibit A
which is incorporated by reference; and

         WHEREAS, Owner presently has an agreement in principle which will allow
the operating  company to obtain a governmental  license or permit which legally
authorises it to operate and maintain a gaming casino (the " Casino ") with slot
machines,  table games and video  machines in Tunisia (the  "Gambling  License")
subject to compliance by Owner and by lessee with all  applicable  Tunisian laws
and regulations; and

         WHEREAS,  the  parties  hereto  desire to enter into this lease for the
Casino  Property in which  lessee  shall  operate a Casino  with the  particular
location of the Casino Property being more fully described in Exhibit B.

         NOW, THEREFORE, in consideration of the covenants and conditions herein
to be kept and  performed  by the parties  hereto,  and other good and  valuable
consideration,  the receipt and sufficiency whereof is hereby acknowledged,  the
following shall be, and hereby is understood and agreed:

1.        Lease.  Owner does hereby  lease the  Casino-Property  to lessee for a
          fixed rental as follows:

          A.        First Year  beginning  31st December 1995 or occupancy  when
                    the space designated as that for housing the Casino-Property
                    is deemed to be ready for  occupancy,  according to building
                    and other such regulations as per the initial control office
                    (SOCOTEC) certificate.  Lessee will pay in Tunisian Dinars a
                    net  sum  equivalent  to  Two  Million  US  Dollars  ( $  US
                    2.000.000  ) payable to the owner in two  payments,  half of
                    the sum on occupancy and the other half when Casino open for
                    business .

          B.        Second  year  beginning  one  (1)  year  from  the  date  of
                    occupancy  by  lessee  as  mentioned  above,  the net sum in
                    Tunisian  Dinars  equivalent  to Two  Million  five  hundred
                    thousand US Dollars (US $  2.500.000),  payable to the Owner
                    in its entirety one year after occupancy;

<PAGE>



          C.        Third  year  beginning  two  (2)  years  from  the  date  of
                    occupancy  by  Lessee  as  mentioned  above.  the net sum in
                    Tunisian  Dinars  equivalent to Three Million US Dollars ( $
                    US.  3.000.000  ),  payable to the Owner in its entirety two
                    years after occupancy;

          D.        Fourth year beginning three years from the date of occupancy
                    by Lessee as  mentioned  in 1A above the net sum in Tunisian
                    Dinars  equivalent  to Three  Million  two hundred and fifty
                    thousand  US  Dollars ( $ US.  3.250.000  ),  payable to the
                    Owner in its entirety three years after occupancy;

          E.        Fifth year and  thereafter,  yearly  increases  in  Tunisian
                    Dinars equivalent of Two Hundred Fifty Thousand US Dollars (
                    $ US.  250.000 ) up to a total  rental per year of a net sum
                    in Tunisian Dinars equivalent to Five million US Dollars ( $
                    US.  5.000.000  ) per  annum,  payable  to the  owner in its
                    entirety four years after occupancy and of each year of this
                    Agreement  thereafter,  as  hereunder  payable  in  Tunisian
                    Dinars a net sum equivalent to:

                        $ US. 3.250.000 four years after occupancy
                        $ US. 3.500.000 five years after occupancy
                        $ US. 3.750.000 six years after occupancy
                        $ US. 4.000.000 seven years after occupancy
                        $ US. 4.250.000 eight years after occupancy
                        $ US. 4.500.000 nine years after occupancy
                        $ US. 4.750.000 ten years after occupancy
                        $ US. 5.000.000 eleven years after occupancy
                    and
                         $ US. 5.000.000 twelve, thirteen and fourteen years
                         after occupancy

2.        Operation.  Lessee  shall  manage the  Casino-Property  by and through
          experienced  and  professionally   competent   operators,   reasonably
          acceptable  to Owner.  Lessee shall have full and complete  control of
          the operation of the Casino,  subject only to the terms and conditions
          of this Agreement.

3.        License. Lessee shall obtain and maintain the Gambling License for and
          during the entire term of this agreement,  and Owner hereby authorises
          the Lessee to operate the Casino during the term of this  agreement in
          accordance  with the provisions of the Gambling  License,  the laws of
          Tunisia,  and  other  terms  of this  Agreement.  Commencement  of the
          initial term and the  continuation  of this Agreement and Lessee's and
          Owner's  obligations  hereunder  are subject to Lessee  obtaining  the
          Gambling License, without prejudice to clause 4 below.

4.        Compliance.  Lessee shall comply with the laws of Tunisia in operating
          the Casino-Property  under the Gambling License in accordance with the
          terms of this  Agreement.  If the  Casino  license  is to be frozen or
          withdrawn  temporarily by the Tunisian Authority for any reason caused
          by the Lessee, the Lessee will keep paying the rent during that period
          up to one year. In the event that Lessee is unable to cure the default
          that  caused  the  license  to be frozen or  withdrawn,  the  contract
          automatically  terminates,  unless  agreed  otherwise  between the two
          parties.  Where the contract  terminates  because of the default of or
          actions  attributable  to the Lessee,  the Owner has the right to take
          back  the  building  and  all the  filings,  furniture  and  equipment
          supplied  originally  and  owned  or  leased  by the  Lessee,  without
          compensation.

<PAGE>



5.        Term. This agreement shall be effective when signed by the parties but
          the initial  term of this  Agreement  shall be fifteen (15) years from
          the date of occupancy  by the lessee as stated  above,  i.e.  December
          1995 or shortly after.  This Agreement shall be automatically  renewed
          for  two ( 2 )  successive  ten ( 10 )  years  terms,  unless  same is
          terminated by lessee upon written notice to owner one (1) full year in
          advance  of  the  expiration  of  the  initial  term,  or  any  of the
          additional  ten ( 10 ) year term.  A yearly  increase of the last rent
          for the  additional  periods of the present lease has been agreed upon
          between the two parties as follows:

          -        Ten per cent ( 10 % ) for the first year of the first
                   additional term.
          -        Five per cent ( 5 % ) per year for the four following years
                   of that period.
          -        Ten per cent ( 10 % ) for the first year of the second five
                   years period.
          -        Five per cent ( 5 % ) per year for the remaining four years
                   of that period.
          -        Ten per cent ( 10 % ) for the first year of the third
                   additional five years.
          -        Five per cent ( 5 % ) per year for the following four years
                   of this additional term.
          -        Ten per cent ( 10 % ) for the first of the fourth additional
                   five years term.
          -        Five per cent ( 5 % ) per year for the remaining four years
                   of this last additional term

6.        Lessee during the term of the Agreement  will be  responsible  for the
          payment to the Owner of charges incurred for the interior and external
          maintenance  of the  Casino-Property  including but not limited to the
          air  conditioning and ventilation  system(s),  electrical and plumbing
          installations  and  carpeting,  and  all  other  landlord  and  Lessee
          fittings.

7.        The Owner  recognises  Lessee in order to obtain full enjoyment of the
          Casino facilities that the hotel complex be completed on or before the
          date of the opening of the Casino;  otherwise the Lessee has the right
          to suspend the  payments of the rental  during the time from that date
          until the hotel is completed,  and the lease shall be extended by that
          same period of time.

8.        Surrender  at  Termination.  At the  expiration  of the  term  of this
          Agreement or the  additional  terms,  or upon the earlier  termination
          thereof,  Lessee shall surrender and return the Casino-Property in the
          condition  thereof existing at the commencement of the term,  ordinary
          wear and tear, and damage by fire or other casualty,  excepted. Lessee
          shall be entitled to retain all of its furniture,  gambling  machines,
          equipment,  records,  supplies inventories and other personal property
          utilised in the operation of the Casino-Property except as provided in
          Clause 4 above.

<PAGE>



9.        Operating Capital.  Lessee shall provide and expend a minimum of Three
          Million  Tunisian  Dinars ( T.D.  3.000.000  ) in  funds to equip  the
          Property, and operate the casino.

10.       Deposit.  As security for the lease  payment(s),  and the execution of
          all the terms and  conditions  of this  Agreement,  the  Lessee  shall
          deposit in Tunisian  Dinars the  equivalent  of the sum of One Million
          and One Half US Dollars ( $ US. 1.500.000 ) in the following ways:

          A-        The  equivalent of five hundred  thousand US Dollars ( $ US.
                    500.000 ) in the form of cash.  This payment to be effective
                    as of the date of signing of this agreement

          B-        A cash payment in Tunisian Dinars equivalent of Five hundred
                    thousand US Dollars ( $ US. 500.000 ) to be paid to owner at
                    the same  time  when the owner  releases  the L.C.  N// SB -
                    51880/94/676 issued by first Los Angeles Bank for the amount
                    of ( US $ 500.000 ). Such  payment  should be effected on or
                    before the 1st November 1995.

          C-        A cash payment in Tunisian Dinars equivalent to five hundred
                    thousand  US  Dollars ( $ US.  500.000  ) on or before  15th
                    November 1995.

          D-        An  interest  of 7% ( seven per cent ) per year will be paid
                    on A, B, and C above by the  owner  to the  lessee  together
                    with the cash deposits on 31st December 1999.

11.      Furniture, Furnishings Fixtures and Equipment

          A.        Owner   shall,   at  its  sole   expense,   make  ready  the
                    Casino-Property  for  occupancy  according  to building  and
                    other such  regulations as per the control office  (SOCOTEC)
                    certificate,   painted  and  fitted  with  carpet  of  local
                    manufacture.  This  includes  all  costs of  roads,  parking
                    spaces, access corridors, walkways and landscaping.

          B.        Lessee  shall,  at its  sole  expense,  provide  all  gaming
                    devices and related equipment necessary for the operation of
                    the  casino  including   drapes,   quality   decoration  and
                    chandeliers as required by lessee to a standard  befitting a
                    property  of this  stature  without  prejudice  to  Clause 9
                    above.  Parking attendants for the casino-property  shall be
                    employees of the lessee.  Such costs will not include  items
                    specified in ( B ) below.

12.      Conduct of Business

          A.        During the term of this  Agreement,  the Casino and Gambling
                    License  shall  be  used  solely  for the  purposes  of this
                    Agreement. Lessee shall manage and operate the casino to the
                    best  of  its  ability;  and  in  a  proper,  efficient  and
                    businesslike  manner; and to the extent that the ambiance of
                    a high  class  casino  shall  at all  times  be  maintained,
                    without prejudice to clauses  aforegoing.  Lessee shall keep
                    the casino open and  available  for  business on all days of
                    the months of January through December (Twelve "12" months)
                    not less than eight ( 8 ) hours per day,  but only  during
                    the times when there is  sufficient  business to justify the
                    operation,  except when prevented by force majeure.  In such
                    an occurrence,  Lessee is entitled to a rebate/reduction  of
                    50% of the rent so due for six ( 6) months  after which both
                    the Owner and/or the Lessee may terminate this Agreement.

<PAGE>



          B.        Lessee  shall   employ  and  train  all   employees  of  the
                    Casino-Property.  All such employees  shall be the employees
                    of the Lessee. All employees of the Casino-Property shall be
                    neatly   and   cleanly   attired   and   if   any   of   the
                    Casino-Property's   employees   shall,  in  any  way,  bring
                    discredit  upon the Country of Tunisia or any city  therein,
                    they shall be immediately discharged,  and any and all costs
                    incurred thereon are to the responsibility of the Lessee.

          C.        Lessee  shall  comply,  and  the  Casino-Property  shall  be
                    operated  so as to  comply,  with all  laws and  regulations
                    presently in force or subsequently enacted by Tunisia.

          D.        Lessee shall operate and provide in the  Casino-Property all
                    casino  facilities and casino services normally operated and
                    provided in casinos of comparable class.

          E.        Lessee  shall be  entitled  to operate  service  liquor bars
                    within the Casino Property for the purpose of selling drinks
                    of patrons of the Casino as well as dispensing complementary
                    beverages.

13.       Relationship  of  the  Parties.  Nothing  herein  contained  shall  be
          construed as effecting a  co-partnership  of joint venture between the
          parties,  and  it is  the  express  intent  of the  parties  that  the
          relationship  between  them  shall be solely and  exclusively  that of
          Landlord and Tenant, under the terms and conditions hereof

14.       Hold Harmless. Owner and Lessee shall, at all times during the term of
          this  Agreement,  indemnify  and save,  protect and keep harmless each
          other from and against any and all liability,  cost, damage,  expense,
          and fine,  whatsoever,  which may arise or be  claimed  by a person or
          persons for any loss of money or damage to any property whatsoever, or
          injury  to or  death  of any  person  whomsoever,  consequent  upon or
          arising from or out of any act of omission of the other.

15.       Insurance.  During the term of this Agreement,  Lessee shall maintain,
          at Lessee's expense,  with a reputable  insurance company or companies
          reasonably   satisfactory  to  Owner,  personal  injury  and  property
          liability  insurance with coverage of no less than $ 1,000,000.00  for
          personal  injury and no less than $ 500,000 for property  damage,  and
          Owner shall be listed as an additional  insured.  In addition,  Lessee
          shall cause employees to be duly insured by such policies of Workman's
          Compensation  or similar  insurance  as may be required by  applicable
          laws.  The Lessee shall obtain and keep in effect an insurance  policy
          covering  the  risk of  fire,  flood,  and  subsidence  damage  to the
          Casino-Property.  Owner shall be listed as  additional  insured.  Such
          insurance shall include loss of rent for a 24 month period.

<PAGE>



16.       Right of  Inspection.  Owner shall have the right to enter upon and/or
          inspect any part of the property at any time;  provided however,  such
          visits or inspections shall be conducted with as little disturbance as
          possible  to the  operations  of the  casino  and in the  company of a
          representative of the Lessee. Such access to the Casino-Property shall
          not be unreasonably withheld.

17.       Assignment.  Lessee  may  assign  this  Agreement,  or may  assign  or
          transfer  its  interest in the  property,  and any of its  rights,  or
          privileges  under  this  Agreement  so long as the  Gambling  Licenses
          remain in the name of the Operator,  and so long as Lessee  remains in
          control of the  operation of the  Casino-Property.  Assignment of this
          Agreement requires the prior written consent of Owner, which shall not
          be unreasonably withheld.

18.       Appearance of Premises. It is expressly understood and agreed that the
          appearance  of the property  which have been  provided by Owner at its
          expense, including the placing of signs and the general conduct of the
          business on the  Casino-Property  Area, will have a material effect on
          the  reputation  of Owner.  The  Owner,  therefore,  hereby  expressly
          reserves  the right to control  and  regulate  the  appearance  of the
          property at all times  during the term of this  Agreement,  including,
          but not  limited to the  regulation  of any signs,  advertisements  or
          other  promotional  material used in connection  with the operation of
          the casino Lessee shall have the right to advertise the casino but the
          format of the advertising  shall be in keeping with the dignity of the
          complex  housing  the   Casino-Property,   and  the  Owner  shall  not
          unreasonably  withhold its  approval of the form of such  advertising.
          Lessee will annually  prepare a specification  book for a programme of
          promotional and touristic activities. No structural, material or other
          alterations   to  the   external   or  internal   appearance   of  the
          Casino-Property  may be  undertaken  by the  Lessee  except  with  the
          express written permission of the Owner.

19.       Entertainment.   Lessee   shall  have  the  right  to  decide  if  any
          entertainment  is  needed  in the  Casino-Property.  Lessee  shall  be
          responsible   for   the   payment   for  all   entertainment   in  the
          Casino-Property.  Any such  entertainment  shall be in accordance with
          the regulations of Tunisia.

20.       Default.  If, at any time  during the term of this  Agreement,  one or
          more  of  the  following  events  shall  occur,  Owner  may  forthwith
          terminate this Agreement:

          A.        Lessee  shall  fail to  make  any  payment  due  under  this
                    Agreement  on or prior to the date upon which it is due, and
                    such  failure  shall  continue  for thirty ( 30 ) days after
                    written  notice.  In such an event the lessee  shall pay the
                    owner 2% per month on the sum so delayed.

          B.        Lessee shall fail or refuse to fully  perform or comply with
                    any other agreement,  covenant, or undertaking,  which it is
                    required by this  Agreement  to perform or comply  with,  or
                    shall  otherwise  violate  any  provision  hereof,  and such
                    failure shall  continue for thirty ( 30 ) days after written
                    notice. Provided that, if lessee is diligently attempting to
                    cure a non-monetary  default but cannot  reasonably do so in
                    thirty ( 30 ) days,  the cure period shall  continue as long
                    as reasonably  necessary for Lessee to cure the non-monetary
                    default, in the exercise of reasonable diligence. Should the
                    lease be terminated  under the above  conditions,  the Owner
                    retains  the right to receive  the rental for the  remaining
                    term of this Agreement.

<PAGE>



21.       Notices. Unless a party hereto shall in writing direct otherwise,  all
          notices  to be  served  or  rendered  under  this  Agreement  shall be
          properly served and rendered if sent by Registered Mail directed to:

                    Owner:    Loisirs Club Hammamet
                              30, Rue Essamaouel - Notre Dame
                              1002 Tunis, Tunisie
                              Telephone:       216 1 794 450
                              Telefax:         216 1 793 953

                    Copy to:  GMH
                              29, Avenue de la Porte Neuve
                              L - 2227 Luxembourg
                              Telephone:       352 470 168
                              Telefax:         352 470 352

                    Lessee:   Cleopatra Hammamet Ltd.
                              Avenue Hedi CHAKER
                              Immeuble Ben SALAH
                              1002 Tunis

                    Copy to:  Mohamed Moncef Barouni
                              6 Rue d'Argentine - Le Belvedere
                              1002 Tunis
                              Telephone:       2161-285-868
                              Telefax:         2161- 786-553

          Any party may change its address for notice by written notice and such
          change shall be effective upon actual receipt of same.

22.       Governing  Law. This  Agreement is subject to and shall be interpreted
          in accordance with the laws of Tunisia

23.       Arbitration.  If any time  hereafter,  any dispute shall arise between
          Owner and Lessee hereto with respect to this Agreement or the right to
          claim an abatement of their  obligations by reason of a force majeure,
          then such  dispute  shall be  referred to  arbitration  by three ( 3 )
          disinterested  persons,  one each to be  appointed by Owner and Lessee
          and the third party to be  appointed  by the other two in writing.  If
          either party shall refuse or fail to appoint an arbitrator  within ten
          ( 10 ) days after such a request or if the two  appointed  arbitrators
          refuse or fail to appoint the third arbitrator  within ten ( 10 ) days
          after their  appointment,  then  either  party to this  Agreement  may
          request a Judge,  in the first  instance,  in Tunisia,  to appoint the
          second  and/or the third  arbitrator.  Parties  shall abide by such an
          appointment.  The  appointed  arbitrators  shall proceed in accordance
          with the arbitration stipulations of the Code of Laws of Tunisia.

<PAGE>



          IN WITNESS WHEREOF, this Agreement is executed in duplicate copies, of
like   terms  and   effect,   on  this  day  of ----------, 199---.

" Owner"                                             " Lessee"
Loisirs Club Hammamet