EXHIBIT 10.155

                                LETTER OF INTENT



BETWEEN:

Compagnie  Monastirienne  Immobiliere et  Touristique  S.A. 15, Rue su ler Juin,
Tunis,  Tunisia,  represented  by Mr.  Mohamed  Ali  Mabrouk,  General,  Manager
hereinafter called "The Owner".

AND,

Cleopatra Palace Limited,  Flat 2 Chartwell House, 80 Wimbledon  Parkside London
SW19 5LN England.  Represented by Mr. Gabriel Tabarani,  President,  hereinafter
called "Cleopatra".

The  owner  has an  important  development  plan  in  SKANES,  MONASTIR  focused
basically on real estate, casino and hotel facilities.

The owner is ready to invest in the  construction  of a casino of  approximately
3000 square meters that could be extended to 5000 square meters.

The owner is interested  in leasing the casino under terms and  conditions to be
agreed. Therefore the two parties have agreed as follows:

1-RESPONSIBILITIES OF THE OWNER:

The owner will bear all costs incurred in the interior  construction and fitting
out of the casino  building  including  exterior  works such as the provision of
roads, adequate car parking space...and putting the building into such condition
that Cleopatra may immediately commence its business activities.

2-RESPONSIBILITIES OF CLEOPATRA:

Cleopatra  will lease the casino for  twenty  (20) years  renewable  for two (2)
periods of five (5) years each; will manage and conduct the casino to profits to
the best of its ability and in a proper  efficient  and business  like manner to
the intent that ambiance of a high class casino shall at all time  thereafter be
maintained.

Cleopatra  shall bear the cost of all  equipment  to be used for the purposes of
gaming,  such  equipment to include  gaming  tables,  slot  machines and related
equipment, including chips and tokens to be used for gaming.

Cleopatra  shall  bear the  costs  of  close  circuit  television  and  computer
equipment.  All such  equipment  shall  remain  at all  times  the  property  of
Cleopatra.  Cleopatra will provide technical assistance including  architectural
services and engineering consultation.

                                                         1

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3-THE RENTAL AGREEMENT:

Cleopatra undertakes to pay the Owner an annual rental of:

-15% of the  casino's  cost  incurred by the Owner for the first two (2) years -
plus 10% of the  second  year  rental for the third year - plus 10% of the third
year  rental for the fourth  year - plus 10% of the fourth  year  rental for the
years 5, 6, and 7 - 25% of the  casino's  costs for the years 8, 9, 10,  11, 12,
13, 14 and 15. - plus 13% of the  fifteen  year rental for years 16, 17, 18, 19,
and 20.

Based on casino's cost of US $3,000,000 the annual rent will be as follows

Year 1...............................................450,000 US$
Year 2...............................................450,000 US$
Year 3...............................................495,000 US$
Year 4...............................................545,000 US$
Year 5...............................................600,000 US$
Year 6...............................................600,000 US$
Year 7...............................................600,000 US$
Year 8...............................................750,000 US$
Year 9...............................................750,000 US$
Year 10..............................................750,000 US$
Year 11..............................................750,000 US$
Year 12..............................................750,000 US$
Year 13..............................................750,000 US$
Year 14..............................................750,000 US$
Year 15..............................................750,000 US$
Year 16..............................................850,000 US$
Year 17..............................................850,000 US$
Year 18..............................................850,000 US$
Year 19..............................................850,000 US$
Year 20..............................................850,000 US$

The rental agreed will be payable in equivalent  Tunisian Dinars in the first of
each  quarter.  Bearing in mind that the  delivery of the casino by the Owner to
Cleopatra must be on the first of May, 1998,

Cleopatra  shall pay the Owner the amount of 450,000 US$ prior to the opening of
the casino as part of the rent.  Such payment shall be made in  accordance  with
the advancement of the casino construction.

                                                         2

<PAGE>

These installments shall be delivered as follows in US $:

- 50,000 shall be paid after the work has started - 150,000  shall be paid after
the roof is  installed  - 150,000  shall be paid when the  casino  carpeting  is
finished

- 100,000 shall be paid when Cleopatra accepts the casino as ready for use.

The payment will be reimbursed on four (4) years time as follows:

- 1st of May, 1999...................................100,000 US$
- 1st of May, 2000...................................100,000 US$
- 1st of May, 2001...................................125,000 US$
- 1st of May, 2002 ..................................125,000 US$

The Owner and Cleopatra will sign the lease agreement within one (1) month.

THE OWNER                                                     

/s/  Compagnie  Monastirienne  Immobiliere et  Touristique  S.A.

CLEOPATRA

/s/  Cleopatra Palace Limited

                                                         3

<PAGE>

                                  CASINO LEASE

                     COMPAGNIE MONASTIRIENNE IMMOBILIERE ET
                                   TOURISTIQUE

                                     "OWNER"

                            CLEOPATRA PALACE LIMITED

                                    "LESSEE"

<PAGE>

THE DOCUMENT WITNESSETH

ON THE ONE HAND, Compagnie Monastirienne Immobiliere et Touristique S.A. 15, Rue
su ler Juin, Tunis,  Tunisia,  represented by Mr. Mohamed Ali Mabrouk,  General,
Manager hereinafter called "The Owner".

ON THE  OTHER  HAND,  Cleopatra  Palace  Limited,  Flat 2  Chartwell  House,  80
Wimbledon Parkside London SW19 5LN England. Represented by Mr. Gabriel Tabarani,
President, hereinafter called "The Lessee"

WHEREAS, the Owner has an important  development plan in SKANES MONASTIR focused
basically on real estate, casino and hotel facilities

The Owner is ready to invest in the  construction of a casino and  approximately
3000 square meters that could be extended to 5000 square meters.

The Owner is interested  in leasing the casino under terms and  conditions to be
agreed. Therefore the two parties have agreed as follows:

WHEREAS,  the  parties  hereto  desire to enter into the Lease for the casino on
which Lessee shall operate (The "Casino")  with the  particular  location of the
Casino (the "Casino Area") being more fully described in Exhibit A.

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:

ARTICLE 1: Lease:

Owner does  hereby  lease the Casino and the Casino area to Lessee for an annual
rental of: -15% of the casino's cost incurred by the Owner for the first two (2)
years - plus 10% of the second  year rental for the third year - plus 10% of the
third year  rental for the fourth  year - plus 10% of the fourth year rental for
the years 5, 6, and 7 - 25% of the  casino's  costs for the years 8, 9, 10,  11,
12, 13, 14 and 15. - plus 13% of the  fifteen  year rental for years 16, 17, 18,
19, and 20.

Based on casino's cost of US $3,000,000 the annual rent will be as follows:

Year 1                                               450,000 US$
Year 2                                               450,000 US$
Year 3                                               495,000 US$
Year 4                                               545,000 US$
Year 5                                               600,000 US$
Year 6                                               600,000 US$
Year 7                                               600,000 US$
Year 8                                               750,000 US$
Year 9                                               750,000 US$
Year 10                                              750,000 US$
Year 11                                              750,000 US$
Year 12                                              750,000 US$
Year 13                                              750,000 US$
Year 14                                              750,000 US$
Year 15                                              750,000 US$
Year 16                                              850,000 US$
Year 17                                              850,000 US$
Year 18                                              850,000 US$
Year 19                                              850,000 US$
Year 20                                              850,000 US$

<PAGE>

The rental agreed will be payable in equivalent  Tunisian Dinars in the first of
each  quarter.  Bearing in mind that the  delivery of the casino by the Owner to
Cleopatra must be on the first of May, 1998,

Cleopatra  shall pay the Owner the amount of 450,000 US$ prior to the opening of
the casino as part of the rent.  Such payment shall be made in  accordance  with
the advancement of the casino construction.

These installments shall be delivered as follows in US $:

- 50,000 shall be paid after the work has started - 150,000  shall be paid after
the roof is  installed  - 150,000  shall be paid when the  casino  carpeting  is
finished
- 100,000 shall be paid when Cleopatra accepts the casino as ready for use.

The payment will be reimbursed on four (4) years time as follows:

- 1st of May, 1999                                   100,000 US$
- 1st of May, 2000                                   100,000 US$
- 1st of May, 2001                                   125,000 US$
- 1st of May, 2002                                   125,000 US$

ARTICLE 2: Operation:

Lessee shall manage the Casino by and through experienced operators,  reasonable
acceptable to Own. Lessee shall have full and complete  control of the operation
of the

<PAGE>

ARTICLE 3: License:

The Lessee shall obtain the Gambling License from the Tunisian Authority.  Owner
shall  provide the  necessary  assistance  to Lessee to obtain and  maintain the
gambling  license  for and during the entire term of this  Agreement,  and Owner
hereby  authorizes  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  the  continuation  of this  Agreement  and  Lessee's  obligations
hereunder  are  subject to Lessee  obtaining  and  maintaining  in  effect,  the
Gambling License.

ARTICLE 4: Compliance:

Lessee  shall  comply with the laws of Tunisia to operate  the Casino  under the
Gambling License in accordance with the terms of this Agreement.

ARTICLE 5: Terms:

This Agreement is considered to have come into force  immediately upon signature
by the parties.  The initial term of this Agreement  shall be twenty (20) years,
commencing  on the date (1st  May,  1998),  shall  expire on the last day of the
twentieth year, (The "Initial Term "). Three months before expiry of the Initial
Term, the Owner and the Lessee may inform each other of their intention,  either
to  prorogate  the lease or to  terminate  Initial  Term.  If no such  notice is
served, the present Agreement shall be renewed for a five year option period.

Subject to the Licensing  provisions  referenced  below. This Agreement shall be
automatically renewed for two (2) successive five (5) year terms, unless same is
terminated by Lessee upon written notice to Owner ninety (90) days in advance of
the expiration of the initial term, or any of the additional five (5) year term.
In the event the casino area is not ready to occupancy  twenty-four  (24) months
after commencement of the construction of the Casino, then, Lessee may terminate
this agreement and receive a return of the full deposit made by him to the Owner
plus interest at  seven-and-one-half  percent (7 1/2%) per annum, or if premises
are not ready and the said date,  Lessee is entitled to complete at his expenses
and withhold funds from rent until repaid.

ARTICLE 6: 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 and Casino area in the
condition  thereof existing at the  commencement of the term,  ordinary wear and
tear, and damage by fire or other casualty,  excepted. Provided, Lessee shall be
entitled to retain all of its furniture,  gambling machines, equipment, records,
supplies,  inventories and other personal  property utilized in the operation of
the Casino.  It is understood  that anything  supplied or paid by the Lessee for
the performance of the Casino operation shall be his property.

<PAGE>

ARTICLE 7: Operating Capital:

Lessee shall  provide the  appropriate  amount of funds to equip and operate the
Casino during the term of this Agreement . The Lessee shall exercise  reasonable
skill,  care and  diligence in the  performance  of his  obligations  under this
Agreement.

ARTICLE 8: Books and records:

Lessee shall be  responsible  for the  maintenance  of such records and books of
account as may reasonably reflect the operation of the Casino and shall preserve
such records and books of account  during the term of this  Agreement  and shall
permit  Owner (or its  authorized  representatives)  and auditors to examine and
audit such records and books of account at any and all reasonable times.  Lessee
shall cause the books and records of Lessee to be audited annually,  at Lessee's
expense,  and shall furnish Owner with a copy of the audit,  but Owner shall not
be  required  to accept the audit and may audit or examine  any of the  Lessee's
books and records on reasonable notice to Lessee, at Owner's expense.

ARTICLE 9: Taxes:

Lessee agrees to pay all taxes, licenses, charges and fees levied or assessed on
Lessee by any  governmental  authority  in  connection  with/or  incident to the
performance of this Agreement, Lessee agrees to require the same agreements from
any of its subcontractors.

ARTICLE 10: Furniture, Furnishings, Fixtures & Equipment:

A- Owner  shall,  at its sole  expense,  complete  and finish out the Casino and
Casino area,  decorated and fixtured,  including but not limited to, carpets and
drapes.  This includes all costs of roads adequate  parking,  access  corridors,
walkways,  landscaping  and generally  putting the buildings into such condition
that Lessee may commence its  business  activities.  Such costs will not include
items specified in (B) below.

B- Lessee  shall at its sole  expense,  provide all gaming  devices and relating
equipment necessary for the operation of the Casino.

C- It is understood  that any gaming devices and related  equipment  provided by
Lessee shall remain the property of the Lessee.

D- Lessee shall,  at all times,  keep and maintain the inside of the Casino area
and the  furniture,  furnishings,  fixtures and  equipment of the Casino in good
order and repair,  reasonable  wear and tear  excepted.  Owner will allocate the
maximum possible parking for the Casino,  and the parking  attendants for Casino
parking shall be the responsibility of Lessee.

<PAGE>

ARTICLE 11: Conduct of Business:

A  -Cleopatra  will  manage and conduct the casino to profits to the best of its
ability and in a proper  efficient  and business  like manner to the intent that
ambiance of a high class casino shall at all time thereafter be maintained.

Cleopatra  shall bear the cost of all  equipment  to be used for the purposes of
gaming,  such  equipment to include  gaming  tables,  slot  machines and related
equipment, including chips and tokens to be used for gaming.

Cleopatra  shall  bear the  costs  of  close  circuit  television  and  computer
equipment.

All such equipment shall remain at all times the property of Cleopatra.

Cleopatra will provide technical assistance including architectural services and
engineering consultation.

B- During the term of this Agreement,  the Casino and Gambling  License shall be
used solely for the purpose 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 intent that the ambiance of a high class Casino
shall  at all  times be  maintained.  Lessee  shall  keep  the  Casino  open and
available  for business on all days for the months of January  through  December
(twelve  (12)  months) no 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.  The phrase " prevented by force  majeure"as used in
this Agreement, shall be deemed to mean prevented by government regulation; wars
or civil strife,  which might impede travel to and from  Tunisia,  riots,  civil
commotion;  war;  hostilities;  invasion,  act  of  foreign  enemies,  rebellion
revolution,  insurrection,  and any  operation  of the forces of nature  against
which  precautions  could not reasonable  have been expected to have been taken.
Rent under this Agreement shall abate so long as Casino operations are prevented
by force  majeure,  provided  that if the force  majeure  continues  for six (6)
months, Lessee may at its convenience terminate its Agreement.

C- Lessee shall employ and train all employees of the Casino. All such employees
shall be the employee of the Lessee. All employees of the Casino shall be neatly
and cleanly attired and if any of the Casino's  employees shall in any way bring
discredit  upon the  country  of  Tunisia  or any city  therein,  they  shall be
immediately discharged.

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

E- Lessee shall operate and provide in the Casino all casino  services  normally
operated and provided in casinos or comparable class.

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

<PAGE>

ARTICLE 12: Relationship of the parties:

Nothing herein  contained  shall be construed as effecting a  co-partnership  or
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.

ARTICLE 13:  Hold Harmless:

Owner and Lessee  shall at all times during the term of this  Agreement  defend,
indemnify  and hold  harmless each other from any liability or penalty which may
be  imposed  by reason of act or  omission  of a third  party,  and also for all
claims,  suits or proceedings  that may be brought  against Owner or Lessee with
respect to such cause.

ARTICLE 14:  Insurance:

During the term of this Agreement,  Lessee shall maintain,  at Lessee's expense,
in a reasonable 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  $500,000.00  for property
damage,  and Owner shall be listed as an additional  insured by such policies of
workmen's  compensation  or similar  insurance as may be required by  applicable
laws.

ARTICLE 15:  Untenantability and Hostilities:

If,  during the term of this  Agreement,  any of the Casino area are made wholly
untenantable  by fire or other casualty so that said premises cannot be properly
utilized  as  a  casino  facility,  then  Lessee's  obligations  (including  the
obligation  to pay rent) shall abate during such period,  until such time as the
operation of the Casino may resume.  If such  condition  continues for more than
twelve (12) months, then the Lessee may terminate this Agreement.

ARTICLE 16: Right of Inspection:

Owner shall have the right to enter upon  and/or  inspect any part of the casino
area at any time and may also  inspect  any part of the Casino  area at any time
and may also inspect any of the gambling  equipment,  other  special  equipment,
bankrolls,  safe,  or accounts  used and  maintained on casino area at any time;
provided,  however,  such visits or conditions shall be conducted with as little
disturbance  as possible to the  operations  of the Casino and in the company of
representative of Lessee.

ARTICLE 17:  Assignment:

Lessee agrees not to sublease or assign  Agreement or its interest in the Casino
or its  interest  in  Casino,  and any of its  rights or  privileges  under this
Agreement  without  the  written  prior  consent  of Owner  which  shall  not be
unreasonably withheld. Assignment of the present Agreement or the subcontracting
of the work or services  to be  performed  hereunder,  is so stated by the Owner
shall not relieve Lessee or its duties or conditions hereunder.

<PAGE>

ARTICLE 18: Appearance of Premises:

It is expressly understood that the appearance of the Casino and the Casino area
have been provided by the Owner at its expense,  including  placing if signs and
the general  conduit of the business on Casino area, will have a material effect
on the  reputation of Owner.  The Owner hereby  expressly  reserves the right to
control and regulate the appearance of the Casino and the Casino area and at all
times  during  the term of this  Agreement,  including  but not  limited  to the
regulation of any signs,  advertisement  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 Casino,  and the Owner shall not  unreasonably  withhold  its
approval of the form of such advertising.

ARTICLE 19:  Entertainment:

Lessee shall have the right to decide if  entertainment is needed in the Casino.
Lessee shall be responsible for the payment for all entertainment in the Casino.

ARTICLE 20: Default:

Default by Lessee:

At any time  during  the term of this  Agreement,  one or more of the  following
events shall occur, Owner may forthwith terminate this agreement.

Lessee shall fail to make any payment due under this Agreement prior to the date
upon which it is due,  and such  failure to continue  for thirty (30) days after
written notice;

Lessee  shall  fail or refuse to fully  perform or comply  with this  Agreement,
covenant,  or  undertaking,  which is rendered 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 consent.

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 reasonable necessary for Lessee to cure the non-monetary  default, in
the exercise of reasonable diligence.

ARTICLE 20.2:  Default by Owner :

The Lessee may by written  notice to the Owner  terminate  this  agreement if he
considers  that  the  Owner  is  not  discharging  his  obligations  under  this
Agreement,  stating the reasons therefore.  In the event that the Owner does not
respond  to such  notice  within  fifteen  (15)  days,  the  Lessee may deem the
Agreement  terminated,  or at his convenience the Lessee may correct defaults at
the Owner's  expense and withhold  rents until  Lessee has been repaid  Lessee's
costs.

<PAGE>

ARTICLE 20.3:  Claims for Default:

Any claim for damages  arising out of default  and  termination  shall be agreed
between  the Owner and the Lessee or,  failing  agreement,  shall be referred to
arbitration in accordance with Clause 25 of this Agreement.

ARTICLE 21:  Notices:

Unless a party hereto shall in written  direct  other,  all notices to be served
and rendered if sent by Registered mail directed to:

OWNER:           Compagnie Monastirienne Immobiliere et Touristique S.A. 15, Rue
                 su ler Juin, Tunis, Tunisia

COPY TO:

LESSEE:          Cleopatra Palace Limited, Flat 2 Chartwell House, 80 Wimbledon
                 Parkside London  SW19 5LN England.

COPY TO:

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

ARTICLE 22:  Governing Law:

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

ARTICLE 23:  Arbitration:

Any  dispute   between   Owner  and  Lessee   arising  from  the   execution  or
interpretation  of the provisions in this  Agreement,  if not settled  amicable,
shall be settled by an arbitral  tribunal  consisting of three arbitrators whose
award shall be final and enforceable.

Each of the above  mentioned  party  shall  appoint  an  arbitrator  and the two
arbitrators  before proceeding to arbitration shall appoint a Chairman who shall
be the Chairman of the arbitral  tribunal.  If the two  arbitrators as mentioned
above fail  within a delay of 30 days after  their  appointment  to appoint  the
Chairman, then each party may request the first President of the Appeal Court of
Tunis to appoint such Chairman.  The same procedure  shall apply if either party
abstain from appointing its arbitrator.

The arbitration shall be conducted in Tunisia.

<PAGE>

ARTICLE 24:  Promotional Material:

Lessee will annually  prepare a specification  book for a program of promotional
and touristic activities.

ARTICLE 25:  Language and Interpretation:

The condition of the Agreement are drawn in English its interpretation should be
in conformity with the parties's intention and the technical meaning.

The headings in the Agreement shall not be used in its interpretation.

The singular  includes the plural,  the  masculine  includes the  feminine,  and
vise-versa where the context requires.

If there is conflict between provisions of the Agreement, the last to be written
chronologically shall prevail, unless otherwise specified.

ARTICLE 26:  Alterations:

Should  circumstances  arise which call for modifications of the agreement these
may be made by mutual  consent given in writing.  Proposals in this respect from
any party shall be given due consideration by the other party.

ARTICLE 27:  Savings Clause:

In the event any provision of this Agreement is inconsistent with or contrary to
any applicable law, rule,  regulation,  code, or other,  said provision shall be
deemed to be  modified  to the extend  required  to comply  with said law,  rule
regulation,  code or order and as so modified said  provision and this Agreement
shall continue in full force and effect.

WITNESS  WHEREOF,  this  Agreement  is executed in  duplicate  of like terms and
effect, on this 7th day of July, 1996.

CLEOPATRA PALACE LIMITED

By:  /s/  Cleopatra Palace Limited

COMPAGNIE MONASTIRIENNE IMMOBILIERE ET TOURISTIQUE

By:  /s/  Compagnie  Monastirienne  Immobiliere et  Touristique  S.A.