EXHIBIT 10.38

                         PUBLIC TRUST TIDELANDS LEASE

STATE OF MISSISSIPPI

COUNTY OF HINDS

  THIS AGREEMENT, made and entered into this the 6th day of August, 1992, by
and between the SECRETARY OF STATE, with the approval of the GOVERNOR, for and
on behalf of the STATE OF MISSISSIPPI, hereinafter referred to as "LESSOR",
and BH ACQUISITION CORPORATION, a corporation registered to do and doing
business in the State of Mississippi, hereinafter referred to as "LESSEE."

                                  WITNESSETH:

  THAT FOR THE TERM and in consideration of the rentals hereinafter set forth,
and covenants, conditions, and obligations to be observed and performed by the
LESSEE, LESSOR does hereby lease and rent unto LESSEE, pursuant to the
authority of MISS. CODE ANN. Section 29-1-107 (Supp. 1991), all submerged
lands or tidelands and superjacent water column, hereinafter referred to as
SAID PROPERTY within the following described parcel, to-wit:

     A parcel of land situated in Section 35, Township 7 South, Range 10 West,
     City of Biloxi, Second Judicial District, Harrison County, Mississippi,
     and more particularly described as follows, to-wit:

     Commencing at a chiseled cross cut in the top of the concrete seawall at
     the intersection of the West line of the Property described in Land Deed
     Records of Harrison County in Book 134 at Page 456, with said concrete
     seawall; thence run from said Point of Beginning N88 degrees 15'E along
     said concrete seawall a distance of 874.65 ft. to a point; thence run S00
     degrees 26'E along said concrete seawall a distance of 1500 ft. to a
     point; thence run S88 degrees 14'15"W a distance of 867.66 ft. to a
     point; thence run N00 degrees 42'W a distance of 1500 ft. to the Point
     of Beginning.

1.  TERM.
  The primary term of this lease shall be for ten (10) years, beginning on the
1st day of August 1992, and terminating on the 31st day of July, 2002.  If
LESSEE has complied with all material terms, covenants, conditions, and
obligations of this lease, as of the expiration of the primary term, LESSEE
shall have the option to extend this lease for a renewal term of five (5)
years under the same terms and provisions of this lease, subject to
renegotiation of annual rental based on appraisal obtained by the LESSOR.

2.  CONSIDERATION.
  The parties hereto agree that SAID PROPERTY contains 544,064, more or less,
square feet of submerged lands.  During the period August 1, 1992, to July 31,
1997, LESSEE covenants and agrees to pay annual rental to LESSOR in the sum of
TWO HUNDRED AND NINETY-FIVE THOUSAND AND NO/100THS ($295,000.00) DOLLARS.
Payment of the first year's rent shall be made in four (4) installments, with
one payment of Fifty Thousand Dollars ($50,000.00) being made on September 1,
1992, and the remaining balance of Two Hundred Forty-Five Thousand Dollars
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($245,000.00) being paid in three (3) equal installments on the first days of
October, November and December, 1992.

3.  RENT ADJUSTMENT.
  LESSOR shall, at the end of the first five year period of the lease term,
determine the annual rental in accordance with MISS. CODE ANN. Sec. 29-1-
107(2) (Supp. 1991) or as amended by subsequent legislation and the adopted
and published rules of the Secretary of State for the administration, control
and leasing of public trust tidelands, as amended and revised.  In the event
LESSOR and LESSEE cannot agree on an adjusted rental amount, the lease may be
canceled at the option of the LESSOR.

4.  PLACE OF PAYMENT.
  Subject to Item 2 above regarding the first year's payment, rent shall be
payable annually on or before August 1 to the STATE OF MISSISSIPPI and shall
be submitted to the SECRETARY OF STATE or his successor in office, through the
Public Lands Division, 401 Mississippi Street, Post Office Box 136, Jackson,
Mississippi 39205.

5.  INTEREST PENALTY FOR PAST DUE RENT BALANCES.
  LESSEE shall pay a late charge equal to interest at the rate of twelve
percent (12%) per annum from the date due until paid on any lease rentals,
fees, or other charges due and payable hereunder, which are not paid within
thirty (30) days of their due date.

6.  RIGHT TO RE-LEASE.
  Pursuant to MISS. CODE ANN. Section 29-1-107 (Supp. 1991), LESSEE is hereby
granted the prior right, exclusive of all other persons, to re-lease at the
expiration of this lease, as may be agreed upon between LESSEE and LESSOR.

7.  TAXES, SURVEY COSTS, RECORDING FEES.

  LESSEE covenants and agrees to pay any and all general taxes and special
assessments, if ever any there be, applicable to the above described property
and LESSEE'S interest therein and improvements thereon; further, LESSEE
covenants and agrees to pay any and all survey costs and recording fees in
connection with this lease or any other fees so determined by law.

8.  TRANSFERABILITY OF LEASE.

  LESSEE shall NOT sublease, assign, or transfer SAID PROPERTY without the
written permission of the SECRETARY OF STATE or his successor, which
permission shall not arbitrarily or unreasonably be withheld.  This
restriction shall not apply to any future assignment by LESSEE to an affiliate
corporation or wholly owned subsidiary of LESSEE.  LESSEE does agree to notify
LESSOR of any future such transfer within thirty (30) days of same.

9.  PUBLIC ACCESS ASSURED.
  LESSEE covenants and agrees to maintain public access to SAID PROPERTY
during the term of the lease, and, in addition, makes the following solemn,
material covenants with regard to the filled tidelands which surround the
LEASES PREMISES:


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(1)  Free access shall be guaranteed to members of the public for a wide
variety of recreational activities.  Although Lessee shall use approximately
the eastern two-thirds (2/3) of the tract of filled tidelands at the Southern
end of the Broadwater Marina for a landscaped parking lot, approximately the
western one-third (1/3) of this area of the marina will be designated and
landscaped as a park for the use and enjoyment of casino customers, hotel
guests, marina visitors and members of the public for strolling, jogging and
picnicking, subject to rules and regulations reasonably necessary to ensure
the safety and convenience of all users.  Fishing, crabbing and sunbathing
shall be allowed on the west peninsula of the marina (and future pier-
breakwater - see item 3 below) which shall be set aside and specifically
designated for such use by members of the public, subject to rules and
regulations reasonably necessary to ensure the safety and convenience of all
users.

(2)  The three (3) rest room facilities presently located on said filled
tidelands shall be opened and maintained for public use.

(3)  Within one (1) year of execution of this lease, a combination pier-
breakwater shall be constructed adjacent to the west peninsula in order to
mitigate the impact on fisherman of limiting fishing activities to said west
peninsula.  Free access to said pier shall be guaranteed to members of the
public for purposes including, but not limited to, fishing and crabbing,
subject to rules and regulations reasonably necessary to ensure the safety and
convenience of all users.

(4)  No fee shall be required for vehicular parking.

  These covenants are made by LESSEE as mitigation in exchange for LESSOR'S
agreement to pose no objection to LESSEE'S use of approximately the eastern
two-thirds of the tract of filled tidelands at the southern end of the
Broadwater Marina for landscaped parking lots.  In the event that the
Mississippi Supreme Court should determine that the State of Mississippi is
not the owner of the filled tidelands in the case pending at Docket No. 90-CA-
0692 (commonly known as the "Bill Byrd" lawsuit) these covenants shall no
longer be applicable as obligations of Lessee.

10.  DEFAULT.
  The parties herein expressly agree that if DEFAULT shall be made in the
payment of any tax assessment or rent due pursuant to this lease, then and in
any such event of DEFAULT it shall be lawful for LESSOR to enter upon SAID
PROPERTY, or any part thereon, upon LESSOR'S thirty (30) day written notice to
LESSEE within which LESSEE may cure such DEFAULT, either with or without
process of law, to re-enter and repossess the same, and to distrain for any
rent or assessment that may be due thereon, at the election of LESSOR, but
nothing herein is to be construed to mean that LESSOR is not permitted to hold
the said LESSEE liable for any unpaid rent or assessment to that time.  As to
all other conditions, covenants, and obligations imposed on LESSEE herein,
enforcement shall be by proceeding at law or in equity against any person
violating or attempting to violate said conditions, covenants, and obligations
to restrain violation and to recover damages, if any, including reasonable
expenses of litigation and reasonable attorney's fees, which LESSEE expressly
agrees to pay.  Such enforcement by proceedings at law or in equity may be

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instituted at any time after thirty (30) days written notice to LESSEE if the
default or violation has not been corrected within that thirty (30) day
period.  Invalidation of any provision of this lease by judgement or court
 court order shall operate as an approved CANCELLATION of this lease.

11.  FORFEITURE, DEFAULT OR CANCELLATION.
  In the event of any FORFEITURE, DEFAULT OR CANCELLATION of this lease or
termination of the term as aforesaid, LESSEE shall quit, deliver up and
surrender possession of all submerged lands which comprise SAID PROPERTY, and
thereupon this lease and all agreement and covenants on LESSOR'S behalf to be
performed and kept, shall cease, terminate and be utterly void, the same as if
the lease had not been made.  In addition thereof, LESSOR shall be entitled to
whatever remedies it may have at law or equity for the collection of any
unpaid rental hereunder, or for any other sums, for damages or otherwise, that
it may have sustained on account of LESSEE'S nonfulfillment or nonperformance
of the terms and conditions of this lease.

  Immediately upon the termination of this lease, whether by FORFEITURE,
DEFAULT OR CANCELLATION, LESSOR shall be entitled to take possession of SAID
PROPERTY absolutely, and custom, usage, or law to the contrary
notwithstanding.  If LESSEE declines or fails to remove structures and
equipment occupying and erected upon the leased premises within ninety (90)
days after expiration or termination of this lease, such structures and
equipment will be deemed forfeited by LESSEE, and may be removed and/or sold
by LESSOR after ten (10) days written notice by certified mail addressed to
LESSEE.

  Any costs incurred by LESSOR in removal of said structures and equipment
shall be paid for from the proceeds of sale of such structures and equipment.
If funds derived from sale of structures and equipment are insufficient to pay
costs of removal, LESSOR shall have, and is hereby granted a lien upon the
interest, if any, of LESSEE enforceable by law provided.

12.  RENT NOT REFUNDABLE.
  LESSOR and LESSEE agree that any rent paid during the term of this lease is
non-refundable and LESSEE waives any right or claim he may have to refund of
rents paid under the term of this lease.

13.  IMPROVEMENTS.
  LESSOR acknowledges that the improvements which presently exist and which
are to be constructed on SAID PROPERTY are not the property of LESSOR.  LESSEE
shall not construct under the terms of this lease any building or pier of any
type on adjoining State property, except the pier - breakwater provided for in
Item 9(3) above.

14.  RESTRICTIONS ON USE.
  LESSEE shall comply with any and all applicable federal, state, county or
city laws, statues, regulations, building codes, building requirements, safety
or conservation regulations, fire codes, ordinances, pollution standards, or
zoning regulations.

  If LESSEE fails to make permitted use of SAID PROPERTY or abandons SAID
PROPERTY, or uses SAID PROPERTY in violation of any applicable law or

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regulation as aforesaid, this lease may be terminated or canceled by LESSOR
after thirty (30) days written notice to LESSEE.

15.  SUSPENSION OR CANCELLATION OF LICENSE.
  Should the Gaming Commission suspend or cancel the gaming license pursuant
to which the "dockside casino" contemplated by this lease is operated, said
suspension or cancellation shall, at the option of the LESSOR, be sufficient
grounds for immediate termination of the lease and removal of the casino
vessel at the sole expense of LESSEE.

16.  NO CLAIM OF TITLE OR INTEREST.
  LESSEE, in accepting this lease, does hereby agree that no claim of title or
interest to SAID PROPERTY shall be made by reason of the occupancy or use
thereof; that all title and interest to SAID PROPERTY is vested in the LESSOR.
LESSEE further acknowledges and agrees that he is entitled to no rights to
adjoining submerged lands, tidelands or sand beach as a result of this lease.

17.  CATASTROPHIC DESTRUCTION.
  In the event of catastrophic destruction by natural causes of LESSEE'S
improvements on SAID PROPERTY, LESSEE may terminate this lease at its option,
provided SAID PROPERTY is surrendered in a condition at least equal to that at
the inception of this lease.  LESSOR agrees that it shall interpose no
objection should LESSEE decide to rebuild those improvements demolished in
such a catastrophe.

18.  DUE DILIGENCE.
  LESSEE shall be responsible for any damages that may be caused to LESSOR'S
property by the activities of LESSEE under this lease, and shall exercise due
diligence in the protection of all improvements or other property of LESSOR,
which may be located on SAID PROPERTY or in the vicinity thereof, against
damage or waste from any and all causes.  LESSEE shall not deposit any refuse
on any State property adjoining SAID PROPERTY.  Disposition of refuse and
waste shall be consistent with local and State health regulations.

19.  INDEMNITY AND HOLD HARMLESS.
  LESSEE agrees to hold and save harmless, protect and indemnify LESSOR from
and against any and all loss, damages, claims, suits or actions at law or
equity, judgements and costs, including attorney's fees, which may arise or
grow out of any injury or death of persons or loss or damage to property
connected with LESSEE'S exercise of any right granted or conferred hereby, or
LESSEE'S use, maintenance, operation or condition of the property herein
leased or the activities thereon conducted by LESSEE or The President
Riverboat Casino - Mississippi, Inc., whether sustained by LESSEE, his
respective agents or employees, or by any other persons, or corporations which
seek to hold LESSOR liable.

20.  QUIET AND PEACEFUL POSSESSION.
  LESSEE shall have quiet and peaceful possession of SAID PROPERTY so long as
compliance is made by LESSEE with the terms of this agreement.  LESSEE agrees
to deliver possession of SAID PROPERTY peaceably and promptly within ten (10)
days after the expiration or termination of this lease.


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21.  RIGHT OF ENTRY.
  LESSOR reserves the right to enter onto SAID PROPERTY to inspect the
premises to determine compliance with the lease terms herein.

22.  PERMITTED USE.
  All property of LESSEE shall be maintained by LESSEE at LESSEE'S expense and
in a clean, orderly, healthful, and attractive condition subject to inspection
by LESSOR or his representative at any time.  It is expressly agreed by and
between the parties that LESSEE will not occupy or use, nor permit to be
occupied or used, SAID PROPERTY for any business deemed hazardous, nor will
LESSEE permit the same to be used for any immoral or unlawful purposes.

  It is specifically agreed that LESSEE will use SAID PROPERTY for the docking
of a single gaming vessel as shown in Exhibit A and as a marina for
recreational pleasure craft.  A minimum of fifty percent (50%) of the marina's
berths shall be available to members of the public on a "first come, first
served" basis at current competitive rates.  The casino operation and related
activities on the gaming vessel shall be conducted by Mississippi Gaming
Licensee The President Riverboat Casino - Mississippi, Inc.  Marina operations
shall be conducted by LESSEE.

23.  LESSOR NOT RESPONSIBLE.
  LESSEE assumes full responsibility for the condition of the premises and
LESSOR shall not be liable or responsible for any damages or injuries caused
by any vices or defects therein to LESSEE or to any occupant or to anyone in
or on SAID PROPERTY who derives his right to be thereon from LESSEE.  LESSEE
agrees to maintain the leased premises in good condition, keeping the
structures and equipment located thereon in a good state of repair in the
interests of public health and safety.

24.  LIABILITY INSURANCE.
  LESSEE shall secure and maintain throughout the term of the lease a
liability insurance policy providing coverage in an amount not less than
Twenty-Five Million Dollars ($25,000,000.00) Combined Single Limit per
occurrence/Twenty-Five Million Dollars ($25,000,000.00) Aggregate against
accidents, death or bodily injury or loss or damage to property occurring on
or in connection to SAID PROPERTY, or LESSEE'S vessel, or arising out of or
associated with any activity of LESSEE on SAID PROPERTY.

25.  RESERVATION OF MINERAL RIGHTS.
  LESSEE further covenants and agrees that this lease and interest of LESSEE
SHALL NOT include any mineral, oil or gas, coal, lignite, or other
subterranean rights WHATSOEVER.

26.  RIGHT TO CANCEL UPON INSOLVENCY OF LESSEE.
  LESSEE covenants and agrees that if a execution or process is levied upon
SAID PROPERTY or if a Petition in Bankruptcy be filed by or against LESSEE in
any court of competent jurisdiction, LESSOR shall have the right, at its
option, to cancel this lease.  LESSEE covenants and agrees that this lease and
the interest of LESSEE hereunder shall not, without the written consent of the
SECRETARY OF STATE or his successor first obtained, be subject to garnishment
or sale under execution or otherwise in any suit or proceeding which may be
brought by or against said LESSEE.

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27.  WAIVER NOT A DISCHARGE.
  No failure, or successive failures, on the part of LESSOR to enforce any
provisions, nor any waiver or successive waivers on its part of any provisions
herein, shall operate as a discharge thereof or render the same inoperative or
impair the right of LESSOR to enforce the same upon any renewal thereof or in
the even of subsequent breach or breaches.

28.  CANCELLATION UPON FAILURE TO COMPLY.
  LESSEE'S failure to comply with the provisions of this lease shall result,
at the option of LESSOR, in the termination or cancellation of this lease
within thirty (30) days after written notice of default is given, except as
set forth in Article 15.

29.  LESSEE acknowledges that it executes this lease with full knowledge of
the Notice of Lis Pendens filed at Lis Penden Book B, Pages 112-113, in the
Second Judicial District of Harrison County, Mississippi, Cause No. 92-07309-H
in the District Court of Dallas County, Texas, 160th Judicial District; and of
the lawsuit styled "Broadwater Beach Hotel and Casino, Inc. and Broadwater
Associates J.V. v. Dick Molpus, Secretary of State, State of Mississippi,"
Cause No. 21394 in the Chancery Court of Harrison County, Mississippi, Second
Judicial District.

30.  NOTICE.
  All notifications required under the terms of this lease shall be made to
the parties at the following addresses:

     Secretary of State:            401 Mississippi Street
                                    Post Office Box 136
                                    Jackson, Mississippi 39205

     BH Acquisition Corporation:    Attention: John Connelly, President
                                    2110 Beach Blvd.
                                    Biloxi, Mississippi 39531

                                    With copy to:

                                    Dan M. McDaniel
                                    Heidelberg & Woodliff
                                    Post Office Box 23040
                                    Jackson, Mississippi 39225-3040

31.  LAWS OF MISSISSIPPI TO GOVERN.
  This agreement is to be governed by the laws of the STATE OF MISSISSIPPI,
both as to interpretation and performance.

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  IN WITNESS WHEREOF, this lease is executed by LESSOR and LESSEE, this the
6th day of August, 1992.
                                    LESSOR:

                                    STATE OF MISSISSIPPI
                                    DICK MOLPUS
                                    SECRETARY OF STATE

                                    BY:  /s/ James O. Nelson
                                       ---------------------------------------
                                       JAMES O. NELSON, II
                                       ASSISTANT SECRETARY OF STATE
                                       FOR PUBLIC LANDS


                                    LESSEE:
                                    BH ACQUISITION CORPORATION

                                    By:  /s/ John E. Connelly
                                       ---------------------------------------
                                       JOHN CONNELLY
                                       PRESIDENT

  APPROVED BY THE GOVERNOR of the State of Mississippi on the 12th day of
August, 1992.

                                    /s/ Kirk Fordice
                                    ------------------------------------------
                                    GOVERNOR