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                          EXHIBIT 10.17

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              MARINE MANAGEMENT SERVICES AGREEMENT

     THIS AGREEMENT, made as of the 28TH day of OCTOBER, 1996, by
and  between  Showboat  Marina  Casino  Partnership,  an  Indiana
Partnership ("Owner"), and Riverboat Services, Inc.,  an  Indiana
corporation ("Manager");

                      W I T N E S S E T H :

      WHEREAS, Owner owns or will own a riverboat gaming  vessel,
which will include a casino; and

      WHEREAS,  Owner  proposes to operate  the  Vessel  in  East
Chicago,  Indiana pursuant to the Indiana Riverboat  Gaming  Act,
Title  4,  Article 33, ET. SEQ. of the Indiana Code and  on  such
other  rivers  and waterways permitted by the Act or  as  may  be
required for maintenance of the Vessel or for other purposes; and

      WHEREAS,  Manager  has experience in  the  performance  and
operations  of  marine management services for similar  types  of
vessels; and

      WHEREAS,  Owner is desirous of utilizing the  services  and
experience  of  Manager in connection with the non-gaming-related
operations  of  the Vessel, and Manager desires  to  render  such
services,  all  upon  the  terms and conditions  hereinafter  set
forth;

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual  covenants  herein contained, Owner and Manager  agree  as
follows:

                            ARTICLE I

                           DEFINITIONS

     1.01 DEFINITIONS.  As used herein, the following terms shall
have the respective meanings indicated below:

     ACT.  The term "Act" shall mean the Indiana Riverboat Gaming
Act, Title 4, Article 33, ET. SEQ. of the Indiana Code, including
the amendments thereto and regulations promulgated thereunder.

                               -1-

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      BUDGET.   The  term "Budget" shall mean, collectively,  the
Initial Operating Budget and all Operating Budgets.

      CORE  MARITIME STAFF.  The term "Core Maritime Staff" shall
have the meaning set forth in Section 3.04.2.

      COMPLEX.  The term "Complex" shall mean the Vessel and  all
shoreside facilities relating to the Vessel.

      EXECUTIVE STAFF.  The term "Executive Staff" shall mean the
Vessel  Master,  Mate, Chief Engineer, First Assistant,  and  any
other executives of the Vessel as designated by the Manager.

      GAMING  AUTHORITIES.  The term "Gaming  Authorities"  shall
mean  any  gaming regulatory authorities in the State of  Indiana
authorized  under  the  Act, including but  not  limited  to  the
Indiana Gaming Commission.

      GROSS  MARITIME PAYROLL.  The term "Gross Maritime Payroll"
shall mean the direct salaries and wages paid to, or accrued  for
the  benefit of, any Executive Staff or Service Employee together
with  all fringe benefits payable to, or accrued for the  benefit
of such Executive Staff or Service Employee, including employer's
contributions  required  pursuant to any Legal  Requirements,  or
other  employment taxes, pension fund contributions,  group  life
and  accident and health insurance premiums, and profit  sharing,
retirement, disability and other similar benefits.

      IMPOSITIONS.  The term "Impositions" shall mean all  taxes,
assessments,  water,  sewer or other  similar  rents,  rates  and
charges,  levies, license fees, permit fees, inspection fees  and
other  authorization fees and charges, which at any time  may  be
assessed,  levied,  confirmed or imposed on  the  Vessel  or  the
operation thereof.

      INITIAL  OPERATING  BUDGET.  The  term  "Initial  Operating
Budget"  shall  mean  the Operating Budget  established  for  the
initial  Operating Year, which begins with the Opening  Date  and
ends on December 31 of the same year.

      INITIAL  TERM.   The  term "Initial Term"  shall  have  the
meaning set forth in Section 2.01.

      LEGAL  REQUIREMENTS.  The term "Legal  Requirements"  shall
mean  all  public  laws,  statutes,  ordinances,  orders,  rules,
regulations,  permits, licenses, authorizations,  directions  and
requirements of all governments and government authorities, which
now  or  hereafter  may  be applicable to the  gaming  activities
conducted  on the Vessel, including without limitation,  the  Act
and those relating to safety, environmental and health.

                               -2-

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      MANAGEMENT FEE.  The term "Management Fee" shall  have  the
meaning set forth in Section 6.01.

      MANAGER.  The term "Manager" shall mean Riverboat Services,
Inc.,  or  the successor to Manager's interest pursuant  to  this
Agreement.

       MAJOR  CAPITAL  IMPROVEMENTS.   The  term  "Major  Capital
Improvements"  shall  mean any program of  capital  improvements,
renovation  or refurbishing involving an addition to the  Vessel,
or  renovation or refurbishing designed to substantially  upgrade
or  change  the nature or image of the Vessel (as  opposed  to  a
renovation  or  refurbishing which takes place  as  part  of  the
normal   or  cyclical  upkeep  of  the  Vessel).   Major  Capital
Improvements will be undertaken only at the request of Owner.

     MARITIME STAFF.  The term "Maritime Staff" shall include the
Executive  Staff and the Service Employees employed by  Riverboat
Services, Inc.

      MARITIME SUPPLIES.  The term "Maritime Supplies" shall mean
all  maritime  material,  equipment  and  supplies  purchased  in
connection with the operation or maintenance of the Vessel during
the  Operating Period, including but not limited to fuel,  engine
room items, paint, etc.

      OPERATING  BUDGET.  The Term "Operating budget" shall  mean
the  budget established for marine operations.  Such budget shall
be  established annually as set forth herein and become effective
on  January  1  of each Operating Year during the  term  of  this
Agreement.

      OPERATING EQUIPMENT.  The term "Operating Equipment"  shall
mean all non-consumable and non-casino related equipment used in,
or  held  in  storage for use in (or if the context so  dictates,
required  in  connection  with), the maritime  operation  of  the
Vessel.

      OPERATING  PERIOD.  The term "Operating Period" shall  mean
the  period beginning with the date the Vessel is staffed with  a
Maritime  Staff and ending upon the expiration or termination  of
this Agreement.

      OPERATING  SUPPLIES.  The term "Operating  Supplies"  shall
mean consumable items used in, or held in storage for use in  (or
if  the  context so dictates, required in connection  with),  the
maritime  operation  of  the  Vessel,  including  fuel,  cleaning
material and other items with respect to the Vessel.

     OPERATING YEARS.  The "Operating Years" shall coincide with,
and  be identical with the calendar years, except that the  first
Operating Year shall be a partial year beginning 90 days prior to
the Opening Date  and ending on the following December 31, and if

                               -3-

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this Agreement shall be terminated effective on a date other than
December 31 in any year, then the partial year from January 1  of
the  year in which such termination occurs to such effective date
of  termination shall be treated as an Operating Year; references
to  "full Operating Years" shall mean those Operating Years which
are  co-extensive with full calendar years and shall exclude  any
partial Operating Year at the beginning or the end of the term of
this Agreement.

      OWNER.   The  term "Owner" shall mean the  Showboat  Marina
Casino  Partnership an Indiana partnership, or the  successor  to
Owner's interest pursuant to this Agreement.

      RENEWAL  TERM.   The  term "Renewal Term"  shall  have  the
meaning set forth in Section 2.02.

      SERVICE EMPLOYEES.  The term "Service Employees" shall mean
maritime service employees including deckhands and assistants  to
the  Executive  Staff,  but  excluding  dockside,  casino,  food,
beverage and gift shop personnel.

      VESSEL.   The  term "Vessel" shall mean the  gaming  vessel
owned  by Owner for the purpose of and licensed to conduct casino
gaming pursuant to the Act in East Chicago, Indiana.

       1.02   REFERENCES.    Except  as  otherwise   specifically
indicated,  all  references to Article,  Section  and  Subsection
numbers  refer  to  Articles, Sections and  Subsections  of  this
Agreement,  and all references to Exhibits refer to the  Exhibits
attached  hereto.   The  words "herein",  "hereof",  "hereunder",
"hereinafter" and words of similar import refer to this Agreement
as  a  whole  and  not  to any particular Section  or  Subsection
hereof.   The  terms  "include" and  "including"  shall  each  be
construed  as  if followed by the phrase "without  being  limited
to".   Unless expressly stated to the contrary, reference to  any
Section includes the following Subsections thereof.

                           ARTICLE II

                      TERM - RENEWAL TERMS

      2.01  THE  TERM.  The Initial Term of this Agreement  shall
begin upon the date the Vessel is staffed with the Maritime Staff
and  shall  expire  three (3) years from said  date,  subject  to
Manager's   renewal  options  under  Section  2.02,  or   earlier
termination as provided hereafter.

                               -4-

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      2.02.      RENEWAL TERMS.  Owner shall have  the  right  to
extend the term of this Agreement for three successive periods of
three  (3)  years each, (the "Renewal Term") upon the same  terms
and  conditions as are herein contained.  Owner may exercise  its
rights  of  renewal  by  written notice to  Manager  given,  with
respect  to  the first Renewal Term, not later than  ninety  (90)
days  prior  to the end of each prior Renewal Term.   The  phrase
"term  of this Agreement", as used herein, shall mean the Initial
Term and any Renewal Term then in effect under this Section 2.02.

                           ARTICLE III

                        VESSEL OPERATION

      3.01 MANAGER'S AUTHORITY AND RESPONSIBILITY.  Manager shall
have the exclusive right and obligation to manage and operate the
marine  aspects  of  the Vessel pursuant to  the  terms  of  this
Agreement,  and  Manager agrees that it shall establish  internal
controls  and  administrative procedures in order to  manage  and
operate  the Vessel as a first-class riverboat gaming  vessel  in
full  compliance with all state and federal laws, including,  but
not  limited  to,  U.S. Coast Guard laws and regulations,  taking
into account the size, location and character of the Vessel.   In
connection  therewith,  Manager  shall  have  the  authority  and
responsibility  to (i) determine operating policy,  standards  of
operation, quality of service and maintenance requirements of the
Vessel;  (ii) employ, train and supervise all Maritime Staff  and
(iii)   supervise  and  direct  the  purchases  of  all  Maritime
Supplies.   Owner  agrees that it will cooperate reasonably  with
Manager  to permit and assist Manager in carrying out its  duties
hereunder.   The marine aspects of the Vessel shall  include  the
navigation,   propulsion,   steering,   maintenance   of    hull,
superstructure  and  operating  systems  and  docking  means  and
methods.   In  no  event  shall Manager  have  any  authority  or
responsibility for the casino gaming aspects of the Vessel  which
means  the  casino,  dockside, food and  beverage  services,  and
retail gift shop.

     3.02 GENERAL OPERATIONS.  Based upon Manager's experience in
operating  vessels, Manager will establish internal controls  and
administrative  procedures sufficient to ensure that  the  Vessel
will  be  operated in accordance with the appropriate  standards.
In this regard, Manager will:

     (i)establish screening, employment, training and supervisory
procedures with respect to the Maritime Staff to ensure that  the
Vessel   is  operated  in  accordance  with  generally   accepted
standards of the riverboat gaming industry;

                               -5-

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       (ii)  maintain  the  Vessel  and  all  maritime  equipment
contained therein in good order and repair;

      (iii) establish   procedures  to   make  certain  that  all
material  aspects of the maritime operation are conducted  in  an
orderly, controlled and secure manner;

      (iv) ensure that the Vessel is adequately staffed and  that
all  Maritime Staff are properly trained and licensed,  prior  to
their  employment as Maritime Staff and at all times during their
employment as such; and

      (v)   direct  all Maritime Purchases to assure  the  proper
maintenance of the Vessel.

      3.03 COMPLIANCE WITH ACT.  Throughout the Operating Period,
Manager shall be responsible for ensuring that the marine aspects
of  the  Vessel are operated in accordance with the  requirements
set  forth in the Act and all other applicable Legal Requirements
that  are  supplied in writing to the Manager by the Operator  or
its agent.  Manager shall not be deemed to have knowledge of, nor
obligated  to  comply with, any requirements of any  law  (except
U.S. Coast Guard rules and regulations) which are not supplied to
him  in writing by Owner.  Manager and Owner agree that they will
cooperate with each other in order to ensure compliance with  the
Act and with any and all directives of the Gaming Authorities and
the  United  States Coast Guard.  In the event  that  Manager  or
Owner  become aware of any grounds for non-compliance  under  the
Act or receive notice from the Gaming Authorities regarding same,
such party agrees to promptly notify the other party hereto,  and
Manager  and Owner agree to cooperate fully in order  to  rectify
such  non-compliance.  Manager shall not be responsible  for  the
project's  compliance with any requirements of the  Act  relating
exclusively to the operation of the casino gaming aspects of  the
Vessel.

     3.04 PERSONNEL.

     3.04.1    GENERAL.  Manager shall employ, discharge, promote
and  supervise  the  Executive Staff of  the  Vessel,  and  shall
supervise, through said Executive Staff, the hiring, discharging,
promotion and work of all Service Employees.  All members of  the
Maritime  Staff shall be properly qualified for their  positions,
and  the  compensation  payable to the Maritime  Staff  shall  be
comparable to the compensation paid to the maritime employees  of
other comparable vessels, taking into account the location,  size
and  character of the Vessel, it being understood that the Vessel
will  at  no  time  be placed at a competitive disadvantage  with
respect to the employing and maintaining of its Maritime Staff.

      3.04.2      CORE     STAFFING   OF   VESSEL.    The  entire
Executive   Staff   and    a    contingent    of    the   Service
Employees  will   be  permanently    assigned   to   the   Vessel
and   shall     be      known     as     the     "Core   Maritime

                               -6-

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Staff."   During  the term of this Agreement, Manager  shall  not
unreasonably assign any member of the Core Maritime Staff to  any
other vessel.

      3.04.3    MARITIME STAFF UNIFORMS AND APPAREL.  Owner  will
design and provide all Maritime Staff uniforms and other apparel.
In  order  to assure that the uniform design does not hinder  the
Maritime Staff's performance of duties, the Manager shall approve
the design of uniforms to be worn by all the Maritime Staff.

      3.04.4    MANAGER AS EMPLOYER.  All Maritime Staff  of  the
Vessel   shall  be  employees  of  Manager.   Manager  shall   be
responsible  for  the  accounting for and payment  of  all  Gross
Maritime Payroll to such employees.

      3.04.5     LABOR  RELATIONS.  Manager shall have  the  sole
discretion and authority to enter into negotiations, and  approve
any agreements, with any labor union representing Maritime Staff,
or   concerning  any  labor  contract  or  collective  bargaining
agreement.  To the extent that any Maritime Staff are included in
or  covered by any pension and/or retirement, disability, health,
welfare   or   other  benefit  plans  pursuant  to  a  collective
bargaining agreement or labor contract, Manager, as the  employer
of   such   employees,  shall  be  solely  responsible  for   the
administration of any plan contributions and/or other obligations
or liabilities arising thereunder, provided, however that Manager
shall   be   reimbursed  for  said  contributions,  as   provided
hereinafter.

     3.05 SAFETY PROGRAM.  Manager will institute a comprehensive
safety  program  covering all aspects of Vessel operations.   The
safety program will require that Manager:

     (a)   prepare comprehensive manuals containing policies  and
     procedures   and   addressing  safety  aspects   of   Vessel
     operations;

     (b)   provide  Owner  and U.S. Coast  Guard  with  a  Ship's
     Station  Bill  and post same in accordance with  U.S.  Coast
     Guard requirements;

     (c)  conduct safety meetings involving all Maritime Staff on
     a regular basis not less than once per month;

     (d)  ensure that all Maritime Staff are properly trained  in
     fire-fighting  and rescue techniques, and conduct  fire  and
     rescue  drills as required by the United States Coast  Guard
     in the State of Indiana;

     (e)  ensure  that  all Maritime Staff are adequately  trained
     in first aid treatment, including CPR;

                               -7-

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     (f)   design  and  implement  a comprehensive  drug  policy,
     including  random and post-accident testing to conform  with
     Department of Transportation guidelines;

     (g)    maintain  written  records  of  all  employee  safety
     training  and safety meeting, to be included in  the  ship's
     log; and

     (h)    provide  appropriate  safety  instruction   for   all
     employees of Owner and Manager aboard the Vessel.

     3.06 ADDITIONAL RESPONSIBILITIES OF MANAGER.  Manager shall,
     as   agent   of  Owner,  perform  the  following  additional
     services,  for the marine aspects of the Vessel  during  the
     Operating Period:

     (a)   advise  Owner relative to contracts for the furnishing
     of utilities and maintenance and other service to the Vessel
     as  shall  be  reasonably necessary for  the  proper  marine
     operation and maintenance thereof;

     (b)    make   maritime   repairs,  decorations,   revisions,
     alterations  and  improvements to the  Vessel  as  shall  be
     reasonably  necessary for the proper maintenance thereof  in
     good order, condition and repair;

     (c)    Purchase  such  Operating  Equipment  and   Operating
     Supplies  as  shall be reasonably necessary for  the  proper
     maritime operation of the Vessel;

     (d)   apply  for,  and use its best efforts  to  obtain  and
     maintain, all licenses and permits required of the Owner  or
     Manager  in connection with the operation and management  of
     the  Vessel  (other  than  gaming related  licenses);  Owner
     agrees  to execute and deliver any and all applications  and
     other  documents  as  shall be reasonably  required  and  to
     otherwise  cooperate,  in  all  reasonable  respects,   with
     Manager  in  applying  for, obtaining and  maintaining  such
     licenses and permits;

     (e)   use  its best efforts to do, or cause to be done,  all
     such  acts  and things in and about the Vessel as  shall  be
     reasonably  necessary to comply with all Legal  Requirements
     and  the  terms of all insurance policies, and to  discharge
     any  lien, encumbrance or charge on or with respect  to  the
     Vessel and the operation thereof when such lien, encumbrance
     or charge on or with respect to the vessel has been incurred
     directly as a result of the conduct of the Manager.

      3.07 PURCHASING OF GOODS AND SERVICES.  Manager shall  make
all  purchases, and on behalf of Owner, enter into all Agreements
and Service Contracts, with regard to the Vessel.  The obligation
for  the  payment  for all such purchases, agreements and service

                               -8-

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contracts  shall  be  exclusively that  of  Owner  even  if  such
purchase  is  at  the  direction of  the  Manager.   Furthermore,
Manager  shall receive as compensation fifteen percent  (15%)  of
the  gross cost of all Maritime Purchases as provided in  Section
6.02.

      3.08   REIMBURSEMENTS  TO  MANAGER.   In  addition  to  the
Management  Fee  provided for in Article  VI,  Manager  shall  be
entitled  to  be reimbursed for the following costs and  expenses
incurred  in rendering services to the Vessel within thirty  (30)
days of providing Owner with an invoice therefor:

     (a)   the  Gross  Maritime Payroll paid by  Manager  and  in
     furtherance   of  Manager's  responsibilities   and   duties
     hereunder.

     (b)   expenses  paid  by Manager to all  independent  marine
     service entities rendering marine services to the Vessel.

     (c)   reasonable expenses of all officers and  employees  of
     Manager  incurred  in  performing its  duties  hereunder  in
     connection with any phase of the operation of the Vessel.

     (d)   expenses  paid  by  Manager for employee  training  by
     independent  third party trainers, necessary to comply  with
     applicable laws.

     (e)   Manager's expenditures of less than $5,000  which  are
     necessitated by an emergency.

     3.09 ADVANCES BY OWNER.  Notwithstanding the requirements of
Paragraph  3.08, regarding reimbursement to Manager, at Manager's
request, Owner shall advance to Manager a sum necessary to  cover
the  Gross Maritime Payroll for any pay period (not to be  longer
than  sixteen  (16) days).  In such event, Manager shall  present
Owner  with a properly documented invoice for said advance on  or
before fifteen (15) days prior to the date on which Manager  must
disburse the subject payroll and Owner shall advance the  payroll
to  Manager on or before three (3) days before it is  due  to  be
disbursed by Manager.

      3.10  DISPUTES  BETWEEN  THE PARTIES.   Shipboard  disputes
between  the parties affecting the operation of the Vessel  shall
be  referred to the Master of the Vessel whose decision shall  be
binding upon the parties for the duration of his shift.

     3.11 The Master of the Vessel shall make all final decisions
regarding  the safety of the Vessel and its operations  including
the determination of adverse weather conditions which prevent the
Vessel from cruising.

                               -9-

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                           ARTICLE IV

                             BUDGET

      4.01  INITIAL  OPERATING BUDGETS.   The  Initial  Operating
Budget (covering the initial Operating Year) will be submitted by
Manager for Owner's approval within ten (10) days of execution of
this  Agreement.   By  execution of this Agreement,  the  Initial
Operating  Budget are hereby approved by Owner  and  accepted  by
Manager.

      4.02  OPERATING  BUDGETS.  Beginning with  the  first  full
Operating  Year  and  continuing  throughout  the  term  of  this
Agreement,  Manager shall submit a proposed Operating  Budget  to
Owner  for  Owner's approval.  The Operating Budget for  a  given
Operating Year shall be submitted to Owner no later than December
1st of the preceding Operating Year.

      4.03  APPROVAL  OF BUDGETS.  Owner shall  not  unreasonably
withhold  approval  of any proposed Budget  submitted  to  it  by
Manager,  and  Owner shall use its best efforts  to  approve  the
proposed budget by December 1st of the preceding Operating  Year.
Subject to the foregoing, Owner's decision regarding the approval
or disapproval of all Budgets, in total or by line item, is final
and binding upon Manager.

      4.04 BUDGET DEVIATIONS.  Manager shall use its best efforts
to  comply  with  the Budget.  Manager shall  attempt  to  obtain
Owner's  approval for all expenditures in excess of the  approved
Budget  amounts on a line item category or total basis.   Manager
may  reallocate  budgeted amounts among line items  with  Owner's
prior  approval.  Manager may recommend a revision of any  Budget
item  to  Owner and Owner will not unreasonably withhold approval
for such revision.  Any Budget revision sought by Manager must be
recommended to Owner at least thirty (30) days prior to the  date
Manager desires the revision to be effective.  However, should an
unanticipated or emergency expense arise, Manager may recommend a
Budget  revision to Owner upon less than thirty (30) days notice.
Owner  may  revise any Budget as and when it deems such  revision
necessary.

       4.05  COMPONENTS  OF  OPERATING  BUDGETS.   The  Operating
Budget(s)  shall  include  Manager's  estimate  of  all  expenses
necessary  to  maintain and operate the Vessel,  including  Gross
Maritime  Payroll,  Operating Equipment, Operating  Supplies  and
Major  Capital  Replacements.   The  Operating  Budget  shall  be
presented  in  a detailed, line item form, and where  applicable,
shall  show  the  preceding year's actual  costs,  in  line  item
detail.

                              -10-

<PAGE>

                            ARTICLE V

                           INSURANCE

      5.01 POLICIES AND COVERAGE.

      5.01.1    Owner shall obtain insurance, including Jones Act
coverage,  in  the minimum amount of not less than  Five  Million
Dollars  ($5,000,000), for the acts, omissions  and  injuries  to
persons  or  property caused in whole or in part by the  Maritime
Staff and/or Manager, its agents or employees.  Manager shall  be
named as an additional insured on the foregoing policies.

      5.01.01    Owner shall procure at its own cost and expense,
including the cost of all deductibles, and continuously  maintain
in force the following insurance coverages:

     (a)   Worker's Compensation Insurance covering  all  of  the
     agents, servants and employees of Owner and for all Maritime
     Staff  for  all compensation and other benefits required  by
     applicable   state  and  federal  law  or  by   governmental
     authority on account of injury, death, sickness or  disease.
     Such  insurance must include coverage for claims  under  the
     United States Longshoremen's and Harbor Worker's Act and  be
     extended to cover operations anywhere the vessel operates;

     (b)  Comprehensive General Liability Insurance, with minimum
     limits of $2,000,000 for any one accident and $2,000,000 for
     property damage, to include coverage for the services to  be
     performed  and for obligations and liabilities  assumed  and
     undertaken by Owner under this Agreement;

     (c)   Full  Form Protection and Indemnity Insurance  on  all
     vessels  and floating equipment owned, chartered,  operated,
     managed or otherwise used, possessed or controlled by  Owner
     including  the  Vessel  and all ancillary  vessels  used  in
     connection   with  the  operating  of  the   Vessel.    Such
     Protection  and Indemnity Insurance shall be in  the  amount
     equal  to  the  value  of any vessels,  but  not  less  than
     $5,000,000  used  by  owner to perform services,  and  shall
     include  liability  for injury or death of  the  master  and
     members  of  the  crew, employees of Owner  or  of  Manager,
     passengers and third-parties;

     (d)   Hull and Machinery Insurance in an amount equal to the
     full  value  of  each vessel and item of floating  equipment
     owned,  chartered,  operated,  managed  or  otherwise  used,
     possessed or controlled by owner to perform services;

     (e)  Collision  Liability Insurance for damage to vessels as
     well as to  fixed  and floating objects shall be provided in
     an

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     amount equal to the actual value of the vessel but not  less
     than $5,000,000 each vessel.

      5.01.02   All such insurance shall be carried in a  company
or  companies  acceptable to Manager, and shall be maintained  in
full force and effect during the term of any work performed under
the  terms  of  this  Agreement  and  work  orders,  invoices  or
statements issued pursuant hereto.  Such insurance shall  not  be
canceled,  altered  or  amended without thirty  (30)  days  prior
written notice having been furnished to Manager.

     5.01.03   Owner will, at the commencement of this Agreement,
furnish  Manager  a  certificate  evidencing  all  policies   and
endorsements  required  to  be  obtained  by  Owner  under   this
Agreement, and, if requested by Manager, shall furnish  certified
copies of all such insurance policies.  Owner further agrees that
should Owner fail to comply with any or all of the terms of  this
Article,  Owner will be liable to Manager as an insurer with  the
terms  of  said  insurance to be equivalent  to  the  terms  that
similar  polices held by either Owner or Manager, and  that  this
contractual  liability  of  Owner  shall  be  insured  under  the
contractual  liabilities  coverage of its  comprehensive  general
liability  insurance required in this Article.   Owner  shall  be
liable  for all deductible amounts on policies specified  herein.
Further,  Manager shall be indemnified by Owner for any  loss  or
payment  by Manager due to Owner's failure to provide or maintain
the insurance coverage required under this agreement.

      5.01.04   Each insurance policy required hereunder shall be
endorsed to name Manager as additional assured with no obligation
to  pay  premiums or deductibles, and each policy  shall  provide
that  its  coverage is primary under any insurance  that  may  be
maintained  by Manager.  No  "other insurance" or "as  owner"  or
"other  than as owner" provision shall be applicable to  Manager,
its affiliated and subsidiary companies or their underwriters  by
virtue  of  having  been named an additional  assured  under  the
policies required hereunder, and this must and shall be specified
in  each such policy.  The provisions of this section shall  not,
however,   apply  to  Workers'  Compensation  Insurance  required
herein.

      5.01.05    Each  insurance policy required hereunder  shall
provide  for  waivers  of subrogation in favor  of  Manager,  its
affiliates  and subsidiary companies, or any employee,  agent  or
Owner of Manager and against any person, firm or corporation  for
whom Manager may be acting.

      5.02  WAIVER OF LIABILITY.   Neither   Manager   nor  Owner
shall  assert   against   the  other,   and   do   hereby   waive
with   respect   to   each   other,    or   against   any   other
entity   or    person   named    as     an   additional   insured
on  any   policies   carried   under   this   Article    V,   any
claims for any losses, damages, liability  or expenses (including

                              -12-

<PAGE>

attorneys'  fees)  incurred or sustained by  either  of  them  on
account of injury to persons or damage to property arising out of
the  ownership, development, construction, completion,  operation
or  maintenance of the Vessel, to the extent that  the  same  are
covered  by  the insurance required under this Article  V.   Each
policy   of   insurance  shall  contain  a  specific  waiver   of
subrogation reflecting the provisions of this Section 5.02, or  a
provision  to  the  effect that the existence  of  the  preceding
waiver  shall not affect the validity of any such policy  or  the
obligation  of  the insurer to pay the full amount  of  any  loss
sustained.

                           ARTICLE VI

                         MANAGEMENT FEE

      6.01  MANAGEMENT  FEE  COMPUTATION.   In  consideration  of
Manager's  services during the Operating Period, Owner shall  pay
to  Manager  a  one time payment of One Hundred Thousand  Dollars
($100,000)  plus a management fee (the "Management Fee")  payable
monthly,  equal  to fifteen percent (15%) of the  Gross  Maritime
Payroll.   Owner agrees to pay monthly the Management Fee  within
seven  (7) days of the receipt of the invoice.  If the Management
Fee  is  not  paid within seven days of receipt  of  the  invoice
therefore, interest on the unpaid amount shall accrue at the rate
of ten percent (10%) per annum until paid.

     6.02 ADDITIONAL COMPENSATION.

      In addition to the amounts payable pursuant to Section 6.01
hereof,  Owner  shall pay to Manager an amount equal  to  fifteen
percent  (15%) of the gross purchase price, including all  taxes,
fees,  and  charges,  of all Maritime Purchases  for  the  Vessel
during  the Operating Period.  This payment shall be in  addition
to  any  other payments or compensation payable pursuant to  this
agreement  and shall be paid by Owner within seven  (7)  days  of
receipt  of an invoice for said purchases by Owner.  Owner  shall
pay interest on any amounts not paid within seven days of receipt
of  an  invoice  therefore as provided  in  this  section,  which
interest shall accrue at the rate of ten percent (10%) per  annum
until paid.

                           ARTICLE VII

          ACCOUNTS; WORKING FUNDS; RECORDS AND REPORTS

      7.01  EXPENDITURES.  Manager shall pay such amounts and  at
such  times  as are required in connection with the operation  of
the Vessel, including, without limitation, the following:

      (a)  the Gross Maritime Payroll of the Maritime Staff;

                              -13-

<PAGE>

     (b)   all  other costs and expenditures incurred or made  in
     connection with the authorized items under Section 3.08  and
     all  other  expenditures  which  Manager  is  permitted   or
     required  to  make  under  any  other  provision   of   this
     Agreement;

      7.02  BOOKS  AND  RECORDS.  Manager shall assist  Owner  in
keeping full and adequate books of account and such other records
as  are  necessary  to reflect the results of  operation  of  the
Vessel.   For  this  purpose, Owner  agrees  that  it  will  make
available  to Manager all books, records and invoices  pertaining
to  the  maritime  aspects of the Vessel and  any  Major  Capital
Improvements.

     7.03 OWNER'S RIGHTS TO INSPECTION AND REVIEW.  Manager shall
keep full and adequate books of account and such other records as
are  necessary  to  evidence Manager's  performance  of  services
hereunder.   Manager  shall  accord to  Owner,  its  accountants,
attorneys  and  agents, the right to enter  its  offices  at  all
reasonable  times  during  the term of  this  Agreement  for  the
purpose of examining or inspecting Manager's offices or examining
and  making extracts of the financial books and records  relating
to  the  Vessel or for any other purpose which the Owner, in  its
reasonable  discretion, shall deem necessary  or  advisable,  but
same  shall  be  done  without disruption to  the  operation  and
business of Manager's offices.

                          ARTICLE VIII

                       TERMINATION RIGHTS

      8.01   TERMINATION BY OWNER.  If any one of  the  following
events shall occur:

     (a)   if Manager shall fail to keep, observe or perform  any
     material  covenant,  agreement, term or  provision  of  this
     Agreement to be kept, observed or performed by Manager,  and
     such  failure shall continue for a period of 30  days  after
     notice thereof by Owner to Manager;

     (b)   if  Manager declares bankruptcy or is deemed insolvent
     by a court of competent jurisdiction;

     (c)   if  a right of termination on the part of Owner  shall
     have  arisen under Section 10.01, and Owner determines  that
     Maritime staff is no longer needed; and

     (d)  if  the  Vessel  cannot cruise as a result of Manager's
     failure  to  staff  the Vessel to United States Coast  Guard
     specifications and such failure shall continue for a  period
     of 15 days.

                              -14-

<PAGE>

     then  Owner shall have the right to terminate this Agreement
     upon 30 days written notice to Manager.

     8.02 TERMINATION BY MANAGER.  If any of the following events
     shall occur:

     (a)   the  Owner shall fail to keep, observe or perform  any
     other  material  covenant, agreement, term or  provision  of
     this  Agreement to be kept, observed or performed by  Owner,
     and  such  default shall continue for a period  of  30  days
     after notice thereof by Manager to the Owner; or

     (b)  if Owner fails to obtain, for any reason, all approvals
     and  licenses necessary for it to conduct gaming  activities
     on the Vessel; or if gaming is otherwise be suspended for  a
     period of 60 consecutive days;

the Manager shall have the right to terminate this Agreement upon
30 days written notice to Owner.

      8.03  CURING DEFAULTS.  Any default or failure  by  Manager
under clause (a) of Section 8.01, or by Owner under clause (a) of
Section  8.02, as the case may be, which is susceptible of  being
cured  shall not constitute a basis of termination if the  nature
of  such default shall not permit it to be cured within the grace
period  allotted, provided that within such grace  period  either
Manager  or  Owner shall have commenced to cure such default  and
shall proceed to complete the same with reasonable diligence.

      8.04  EFFECT  OF  TERMINATION.   The  termination  of  this
Agreement  under the provisions of this Article  VIII  shall  not
affect  the rights of the terminating party with respect  to  any
damages  it  has  suffered as a result  of  any  breach  of  this
Agreement,  nor shall it affect the rights of either  party  with
respect to liability or claims accrued, or arising out of  events
occurring, prior to the date of termination.

     8.05 REMEDIES CUMULATIVE.  Neither the right of termination,
nor  the right to sue for damages, nor any other remedy available
to  either party hereunder shall be exclusive of any other remedy
given hereunder or now or hereafter existing at law or in equity.

                           ARTICLE IX

                           ASSIGNMENTS

      9.01     ASSIGNMENTS.    Manager   or   Owner   shall   not
assign    this     Agreement    without    the    prior   written
consent   of    the    party     hereto.     It   is   understood
and  agreed  that  any  consent  granted  by  the  Owner  to  any
assignment  under  this  Subsection  9. 01  shall not be deemed a

                              -15-

<PAGE>

waiver of the covenant herein contained against assignment in any
subsequent case.

      9.02 SUCCESSOR AND ASSIGNS.  Subject to the foregoing, this
Agreement shall inure to the benefit of and be binding  upon  the
parties  hereto,  their respective heirs, legal  representatives,
successors and assigns.

      9.03  REMEDIES.   Any assignment by either  party  of  this
Agreement in violation of the provisions of this Article IX shall
be null and void.  In addition to any other remedies available to
the  parties,  the  provisions  of  this  Article  IX  shall   be
enforceable  by injunctive proceeding or by a suit  for  specific
performance.

                            ARTICLE X

                      DAMAGE OR DESTRUCTION

      10.01      DAMAGE OR DESTRUCTION.  If the Vessel  shall  be
damaged by fire or other casualty, then Owner, by written  notice
to  Manager  given  within 60 days after the occurrence  of  such
event, shall have the right to terminate this Agreement if  Owner
does  not  elect  to  rebuild or substitute another  Vessel,  and
neither  party  shall have any further obligation  to  the  other
party  hereunder, except with respect to liability  accruing,  or
based upon events occurring, prior to the effective date of  such
termination.

      10.02     REINSTATEMENT.  If following a termination  under
Section  10.01  above,  Owner shall decide,  notwithstanding  its
previous  determination, to substitute another Vessel,  then  the
Manager  may  at its option elect to continue this agreement  for
the  remainder of the term hereof, which term shall automatically
be  extended by the number of full years, plus one full year  for
any  partial  year, elapsing between the date of termination  and
the date of such reinstatement.

                           ARTICLE XI

                       LICENSE PROTECTION

      11.01      MARITIME  LICENSE.  If at any  time  actions  or
proposed actions, by Owner are contrary to established U.S. Coast
Guard  regulations,  rules  or guidelines  and  such  action,  in
reasonable  opinion of Manager jeopardizes any  maritime  license
held  by Manager, then Manager may, but shall not be required  to
terminate this agreement.

                              -16-

<PAGE>

                           ARTICLE XII

                       GENERAL PROVISIONS

     12.01     INDEMNITIES.

      12.01.1   MUTUAL INDEMNIFICATION.  Owner and Manager  shall
mutually indemnify and hold each other harmless from and  against
any and all Claims which Owner or Manager may suffer, sustain  or
incur arising from, or based upon the other party's negligence.

     12.01.2   INDEMNIFIED PARTIES.  The indemnities contained in
this  Section 12.02 shall run to the benefit of both Manager  and
Owner   and   their  respective  Affiliates  and  the  directors,
officers,  partners and employees of Manager and Owner and  their
respective Affiliates.

      12.02      NOTICES.  Except as otherwise provided  in  this
Agreement,  all  notices, demands, consents,  reports  and  other
communications (herein collectively, the "Notices")  required  or
permitted  to be given hereunder, or which are to be  given  with
respect to this Agreement, shall be in writing, addressed to  the
party to be so notified as follows:

     If to Owner:       Showboat Marina Casino Partnership
                        _____________________________
                        _____________________________
                        Attention: __________________

     If to Manager:     Riverboat Services, Inc.
                        _____________________________
                        _____________________________
                        Attention: __________________

     With Copies to:    Smith Martin
                        700 Camp Street
                        New Orleans, Louisiana 70130
                        Attention:  James E. Smith, Jr.
                        (504) 525-0134
                        (504) 525-0163 Fax

      Notices  may  be  mailed  by United  States  registered  or
certified   mail,   return  receipt  request,  postage   prepaid,
deposited  in  a  United  States  post office or a depository for
the   receipt   of     mail   regularly    maintained    by   the
post   office.   If   so    mailed,  then   such   Notice   shall
be   deemed   to  have  been  received   by   the   addressee  on

                              -17-

<PAGE>

the  third day following the date of such mailing.  Such  Notices
may  also  be  delivered  by  hand, or  by  special  courier,  if
receipted for.

       12.03       NO  PARTNERSHIP  OR  JOINT  VENTURE.   Nothing
contained in this Agreement shall be construed to be or create  a
partnership or joint venture between the Owner, its successors or
assigns,  on  the  one  part,  and Manager,  its  successors  and
assigns, on the other part.

      12.04      AMENDMENT.   This Agreement  cannot  be  amended
except  by another agreement in writing signed by the parties  to
this Agreement, or their duly authorized agents.

      12.05      UNDERSTANDINGS AND AGREEMENTS.   This  Agreement
constitutes   all  of  the  understandings  and   agreements   of
whatsoever  nature  or  kind existing between  the  parties  with
respect to Manager's management of the Vessel.

      12.06      HEADINGS.   The  Article  and  Section  headings
contained herein are for convenience and reference only  and  are
not intended to define, limit or describe the scope or intent  of
any provision of this Agreement.

      12.07      SURVIVAL  OF COVENANTS.  Any covenant,  term  or
provision of this Agreement which, in order to be effective, must
survive the termination of this Agreement, shall survive any such
termination.

      12.08     THIRD PARTIES.  None of the obligations hereunder
of either party shall run to or be enforceable by any party other
than  the parties to this Agreement or by a party deriving rights
hereunder as a result of an assignment permitted pursuant to  the
terms hereof.

     12.9 WAIVERS.  No failure by Manager or Owner to insist upon
the  strict  performances  of any covenant,  agreement,  term  or
condition  of this Agreement, or to exercise any right or  remedy
consequent upon the breach thereof, shall constitute a waiver  of
any  such  breach  or  any subsequent breach  of  such  covenant,
agreement,  or  condition.   No  covenant,  agreement,  term   or
condition  of  this  Agreement and no  breach  thereof  shall  be
waived,  altered  or modified except by written  instrument.   No
waiver  of  any breach shall affect or alter this Agreement,  but
each  and every covenant, agreement, term and condition  of  this
Agreement shall continue in full force and effect with respect to
any other than existing or subsequent breach thereof.

       12.10      PARTIAL  INVALIDITY.   Any  provision  of  this
Agreement  prohibited  by  law  or  by   court   decree   in  any
locality  or  state   shall   be   ineffective   to   the  extent
of  such  prohibition  without   in    any    way    invalidating
or   affecting     the     remaining     provisions     of   this

                              -18-

<PAGE>

Agreement, or without invalidating or affecting the provisions of
this  Agreement  within  the  states  or  localities  where   not
prohibited  or  otherwise invalidated by law or by court  decree.
Further, in the event that any provision of this Agreement  shall
be  held  unenforceable by virtue of its scope, but may  be  made
enforceable  by  a  limitation thereof, such provision  shall  be
deemed to be amended to the minimum extent necessary to render it
enforceable  under  the  laws  of  the  jurisdiction   in   which
enforcement is sought.

      12.11     FORCE MAJEURE.  If by reason of war, riots, civil
commotion, labor disputes, strikes, lockouts, inability to obtain
labor  or  materials, fire or other acts or elements,  accidents,
government restrictions or appropriation or other causes, whether
like  or  unlike  the foregoing, beyond the control  of  a  party
hereto,  such party is unable to perform in whole or in part  its
obligations under this Agreement, then in such event  such  party
shall  be  relieved of those obligations to the extent it  is  so
unable  to  perform,  and such inability to perform,  so  caused,
shall not make such party liable to the other.  The provisions of
this Section 12.12 shall not be applicable to Section 7.02 or  to
Article X.

     12.12     APPLICABLE LAW.  This Agreement shall be construed
and  interpreted, and be governed by, the laws of  the  State  of
Indiana.

Compliance with Indiana Gambing Statute and the Commission's
Rules.  Manager hereby agrees to acquaint themselves with and
fully comply with the requirements, terms, conditions,
prohibitions and obligations of the Indiana Gaming Statute and
the Rules of the Indiana Gaming Commission as they may apply to
them.

Manager is fully aware and acknowledges that:  The Indiana Gaming
Commission  reserves  the  right to  disapprove  and  cancel  any
contract  or  transaction that does not comply with  the  Indiana
Gaming  Statute  or  the  Commission's rules  or  that  does  not
maintain the integrity of the industry.

Manager will fully cooperate with and voluntarily comply with all
requests and inquiries from the Indiana Gaming Commission or  its
staff that relate, directly or indirectly, to this Agreement.

This  Agreement  may be disapproved or canceled  by  the  Indiana
Gaming Commission.

      IN  WITNESS  WHEREOF, the parties hereto have  executed  or
caused this Agreement to be executed as of the day and year first
above written.


                              Showboat Marina Casino Partnership


                              /s/ J. Keith Wallace
                              By:   J. Keith Wallace
                              Title: CEO/Authorized Signator


                              Riverboat Services, Inc.


                              /s/ Robert Heitmeier
                              By:   Robert Heitmeier
                                    President

<PAGE>


                       FIRST AMENDMENT TO
              MARINE MANAGEMENT SERVICES AGREEMENT


     This First Amendment to Marine Management Services Agreement
dated October 28, 1996, between Showboat Marina, Inc., and
Indiana corporation ("Owner") and Riverboat Services, Inc., an
Indiana corporation ("Manager") is entered into as of this 3rd
day of November, 1997.

     WHEREAS, Owner and Manager have executed a Marine Management
Services Agreement dated October 28, 1996 (the "Agreement") for
the purpose of operating a vessel in East Chicago, Indiana; and

     WHEREAS, Section 12.04 of the Agreement provided for the
amendment of the Agreement; and

     WHEREAS, Owner and Manager desire to supplement and amend
the Agreement as hereinafter provided.

     NOW THEREFORE, in consideration for the mutual benefit of
the parties hereto the Agreement is hereby supplemented and
amended as follows:

SECTION 1

     Article I of the Agreement is hereby supplemented and
     amended by adding the following definition:

          "Agreement" shall mean the Marine Services Management
          Agreement between Owner and Manager dated
          October 28, 1996 as may be supplemented and amended
          from time to time.

SECTION 2

     Section 2.01 of the Agreement is hereby amended to read as
     follows:

          2.01 THE TERM.  The Initial Term of this Agreement
          shall begin upon the date the Vessel is staffed with
          the Maritime Staff and shall expire five (5) years from
          said date, subject to Manager's renewal option under
          Section 2.02, or earlier termination as provided
          hereafter.

<PAGE>

SECTION 3

     Section 2.02 of the Agreement is amended to read as follows:

          2.02 RENEWAL TERMS.  Manager shall have the right
          to extend the term of this Agreement for two successive
          periods of five (5) years each, (the "Renewal Term")
          upon the same terms and conditions as are herein
          contained.  Manager may exercise its rights of renewal
          by written notice to Owner given, with respect to the
          first Renewal Term, not later than ninety (90) days
          prior to the end of the Initial Term, and may exercise
          the second Renewal Term rights by written notice to
          Owner given not later than ninety (90) days prior to
          the end of the prior Renewal Term.  The phrase "term of
          this Agreement", as used herein, shall man the Initial
          Term and any Renewal Term then in effect under this
          Section 2.02.

SECTION 4

     Section 3.07 of the Agreement is hereby amended to read as
     follows:

          Section 3.07   PURCHASING OF GOODS AND SERVICES.
          Manager shall make all purchases, and on behalf of
          Owner, enter into all Agreements and Service Contracts,
          with regard to the Vessel.  The obligation for the
          payment for all such purchases, agreements, and service
          contracts shall be exclusively that of the Owner even
          if such purchase is at the direction of the Manager.

SECTION 5

     Article VI of the Agreement is hereby amended to read as
     follows:

          6.01 MANAGEMENT FEE.  In consideration of
          Manager's services during the Operating Period, Owner
          shall pay to Manager a Management Fee of Sixty Thousand
          ($60,000) dollars per month, due and payable on the
          first day of each month.  If the Management Fee is not
          paid within seven days of its becoming due, interest on
          the unpaid amount shall accrue at the rate of ten
          percent (10%) per annum until paid.

SECTION 6

     The terms of this First Amendment to the Agreement are
effective on the date hereof.  All other terms and provisions of
the Agreement shall remain in full force and effect.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed or
caused this Agreement to be executed as of the day and year first
above written.

                            Owner:

                            SHOWBOAT MARINA, INC.

                            By:/s/ J. Keith Wallace
                               J. Keith Wallace
                            Title: President & CEO


                            Manager:

                            RIVERBOAT SERVICES, INC.

                            /s/ Robert D. Heitmeier
                            By: Robert D. Heitmeier, President