Exhibit 10.34


                    SOUVENIR AND GIFT CONCESSIONS AGREEMENT

         THIS SOUVENIR AND GIFT CONCESSIONS AGREEMENT ("Agreement") made as of
August 1, 1997, by and between COLONIAL DOWNS, L.P., a Virginia limited
partnership, and STANSLEY RACING CORP., a Virginia corporation (collectively,
"Licensor"), and COLONIAL GIFTS AND SPORTSWEAR, INC., a Virginia corporation
with its principal place of business in Providence Forge, Virginia ("Licensee").

                                  WITNESSETH:

         WHEREAS, Colonial Downs, L.P. holds a license from the Virginia Racing
Commission (the "Commission") to own a pari-mutuel horse racing facility in New
Kent County, Virginia (the "Racetrack"); and,

         WHEREAS, Stansley Racing Corp. holds a license from the Commission to
operate the Racetrack; and,

         WHEREAS,  Colonial Downs, L.P. and Stansley Racing Corp. hold licenses
to own and operate,  respectively,  satellite  pari-mutuel  wagering facilities
("SWFs") in Chesapeake and Richmond, Virginia; and,

         WHEREAS,  Colonial Downs, L.P. and Stansley Racing Corp. intend to
apply to the Commission for licenses to own and operate,  respectively,
throughout Virginia the maximum number of SWFs permitted by law;

         WHEREAS, Licensor presently has the exclusive right and use of all
service marks, trademarks, and tradenames used and developed for its business
subject to the terms and conditions of a Coexistence Agreement, dated as of July
3, 1997, between Chesapeake Corporation and Colonial Downs, L.P.("Colonial
Marks");

         WHEREAS, Licensee is in the business of supplying and selling insignia
souvenirs, sportswear, gifts and other novelty items, including, but not limited
to, those items listed on Exhibit A attached hereto and made a part hereof (the
"Souvenir Items");

         WHEREAS, Licensor desires to grant to Licensee certain rights to supply
and sell the Souvenir Items, with or without the Colonial Marks, at the
Racetrack and at any and all of the SWFs, whether existing now or in the future
(the "Premises"), on the terms and subject to the conditions set forth in this
Agreement; and

         WHEREAS, prior to the date hereof Licensee has been selling Souvenir
Items at SWFs located in Chesapeake and Richmond, Virginia.

         NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties, intending to be legally bound, do hereby agree as
follows:

                                  I.  PURPOSES

1.1      The purposes of this Agreement are (a) to grant Licensee the exclusive
         right to use the Colonial Marks on the Souvenir Items for sale at the
         Premises and all non-Premises sales locations, by whatever method of
         sales, as may be selected by Licensee; and, (b) to memorialize and
         establish the respective rights and obligations of Licensor and
         Licensee in the sale of the Souvenir Items at the Premises, and such
         other non-Premises sales locations as may be selected by Licensee from
         time to time and not objected to by Licensor.

                                   II.  TERM

2.1      This Agreement shall be effective as of the date hereof and shall
         continue thereafter in effect for five (5) years from such date, unless
         this Agreement is terminated earlier pursuant to the provisions of
         Article X hereof. Licensor shall have the right commencing ninety (90)
         days prior to the expiration of the term and ending sixty (60) days
         thereafter to acquire all of Licensee's right, title, and interest
         hereunder together with any good will and intellectual property
         developed by the Licensee for a termination fee equal to the sum of (i)
         Licensee's inventory and equipment on hand valued at Licensee's costs
         less depreciation and (ii) good will as calculated by the mutual
         agreement of the parties (such sum, the "Termination Fee"). Such fee
         shall be payable in cash within sixty (60) days of the expiration of
         this Agreement. In the event Licensor elects not to exercise the
         foregoing option, Licensee shall have the right, but not the
         obligation, to continue this Agreement in full force and effect for two
         (2) additional years after the expiration of the original term. If the
         Agreement is so extended, commencing sixty (60) days prior to the
         expiration of the extended term and until the expiration of this
         Agreement, Licensor shall again have the option to acquire Licensee's
         business for the Termination Fee.

2.2      Upon the termination or expiration of this Agreement, Licensee shall
         immediately vacate the Premises in as good order and condition as the
         same shall, or should have been put by Licensee, in compliance with the
         terms and provisions hereof, reasonable use and natural wear and tear
         or unavoidable casualty excepted. Upon such termination or expiration,
         if Licensee requests, Licensor shall purchase from Licensee all of the
         inventory of Souvenir Items customarily maintained and owned by
         Licensee, at Licensee's cost therefor based upon evidence of such cost
         satisfactory to Licensor.

              III. USE OF TRADENAMES, TRADEMARKS AND SERVICE MARKS

3.1      In exchange for the consideration set forth herein, Licensor grants to
         Licensee an exclusive license to use any and all Colonial Marks for the
         purpose of the sale and distribution of the Souvenir Items, whether
         existing now or in the future, which Licensor has developed or will
         develop for use in connection with the operation of its business at the
         Premises. Such license shall continue for the term of this Agreement.

               IV.  RESPONSIBILITIES AND OBLIGATIONS OF LICENSOR

4.1      Licensor shall provide to Licensee a designated area at the Premises,
         reasonable in size and location to Licensee, for the purpose of selling
         Souvenir Items, and only Souvenir Items, to the public. Licensee
         acknowledges that the area provided as of the date hereof at the
         Chesapeake and Richmond SWFs are reasonable in size and location. When
         live racing is not conducted at the Racetrack and Licensee elects not
         to open the gift shop at the Racetrack, Licensor shall provide
         alternative space similar to that provided at the SWFs for the sale of
         the Souvenir Items and such alternative space shall be treated as
         Premises located at a SWF for purposes of this Agreement.

4.2      Licensor shall be responsible for all expenses related to providing
         space for the sale of Souvenir Items at the Premises and certain other
         matters set forth in this Section 4.2. Licensor shall also provide, at
         its expense, the following:

                           a. Licensor shall provide general advertising of the
                           Racetrack and SWFs;

                           b. Licensor shall provide janitorial services for the
                           Premises;

                           c. Licensor shall equip and supply the Premises with
                           shelving, counterspace, display cases and such other
                           equipment reasonably sufficient to satisfy Licensee's
                           needs; (Licensee acknowledges that the equipment
                           provided as of the date hereof at the Chesapeake and
                           Richmond SWFs is reasonably sufficient);

                           d. Licensor shall provide gas, electricity, water,
                           sewerage, and other utilities for the Premises;

                           e. Licensor shall provide an adequate staff of
                           employees to maintain the operations of the Premises
                           for the sale of Souvenir Items at the SWFs only;
                           Licensor shall be responsible for and shall control
                           the conduct, demeanor and appearance of its employees
                           and agents, and upon objection from Licensee
                           concerning the conduct, demeanor or appearance of any
                           such person, shall immediately take all reasonable
                           steps necessary to remove the cause of objection;
                           Licensee acknowledges that such staff shall be
                           engaged simultaneously in other tasks and duties for
                           the Licensor in addition to the provision of services
                           hereunder; and Licensee acknowledges that the
                           staffing provided as of the date hereof at the
                           Chesapeake and Richmond SWFs is sufficient to meet
                           the reasonable demands of patrons for the Souvenir
                           Items;

                           f. Licensor shall make available storage space at the
                           Premises for reasonable quantities of the Souvenir
                           Items but shall have no liability whatsoever for such
                           Souvenir Items;

                           g. Licensor shall continuously operate and staff (at
                           SWFs) the Premises during all hours which the
                           Premises are open for business in accord with the
                           laws of the Commonwealth of Virginia;

                           h. Licensor shall operate the Premises in a careful,
                           safe and proper manner;

                           i. Licensor shall provide liability and workers'
                           compensation insurance for its employees operating
                           the Premises as required by Virginia Law; and

                           j. Licensor shall be responsible for any costs or
                           expenses relating to the repair or replacement of any
                           equipment and Souvenir Items required solely due to
                           the negligence of Licensor or its employees or
                           agents.

                        V.  RESPONSIBILITIES OF LICENSEE

5.1      Commencing on the effective date hereof, Licensee shall be responsible
         for the selection and supplying of the Souvenir Items to the Premises
         for public sale. Licensee shall also be responsible for setting the
         prices at which the Souvenir Items shall be sold at the Premises.
         Licensee acknowledges that the prices for and quality of the Souvenir
         Items are important to the preservation of the goodwill of the patrons
         of the Racetrack and SWFs. Licensee shall make available for sale on
         the Premises Souvenir Items of the type and quality as are normally
         offered for sale in other racetracks or sporting facilities in the
         United States. The prices for such Souvenir Items shall be established
         by Licensee to be competitive with similar items offered for sale by
         other racetracks and sporting facilities, taking into consideration the
         quality of such Souvenir Items and cost to Licensee therefor. If
         Licensor objects to the type, quality or price of any Souvenir Item,
         Licensee shall provide Licensor examples of comparable Souvenir Items
         sold at comparable racetracks or sporting facilities and the prices
         therefore in order to demonstrate Licensee's compliance with this
         Section 5.1. Licensor may from time to time request Licensee to stock
         and offer for sale at the Premises Souvenir Items of a type and quality
         requested by Licensor. To the extent economically feasible and
         commercially practical, Licensee shall use its best efforts to comply
         with any such request of Licensor.

5.2      Licensee shall be responsible for any costs or expenses relating to the
         repair or  replacement of any equipment or repair to the Premises
         required due to the negligence of Licensee or its agents.

5.3      Licensee shall provide Licensor with a monthly accounting of  all sales
         of Souvenir Items at the Racetrack gift shop and all non-Premises
         locations.

5.4      Licensee shall comply with all of the terms and conditions of the
         Coexistence Agreement, dated July 3, 1997, between Chesapeake
         Corporation and Colonial Downs, L.P., a copy of which is attached as
         Exhibit B, with respect to the Colonial Marks.

5.5      Licensee shall provide an adequate staff of employees to maintain the
         operations of the Premises for the sale of Souvenir Items at the
         Racetrack during live race meets and at all other times when the gift
         store at the Racetrack is open for the business. Licensee shall be
         responsible for and shall control the conduct, demeanor and appearance
         of its employees and agents, and upon objection from Licensor
         concerning the conduct, demeanor or appearance of any such person,
         shall immediately take call reasonable steps necessary to remove the
         cause of objection.

5.6      Licensee shall  continuously  operate and staff the gift shop at the
         Racetrack  during all hours during which the Racetrack is open for live
         racing in accord with the laws of the Commonwealth of Virginia;

5.7      Licensee shall operate the Premises at the Racetrack in a careful, safe
         and proper manner;

5.8      Licensee  shall  provide  liability  and workers'  compensation
         insurance  for its  employees  operating the Premises at the Racetrack
         as required by Virginia law;

5.9.     Licensee shall retain and pay to the proper taxing authority all
         amounts due from the sale of the Souvenir Items, provided that such
         sums attributable sales at the SWFs are paid to it by Licensor pursuant
         to Section 6.3 hereof.

5.10     Licensee shall permit Licensor to inspect the Premises at the Racetrack
         at any time.

                                 VI.  ROYALTIES

6.1      From and after the effective date hereof, in consideration of the
         license granted in Section III hereof and for Licensor's
         responsibilities as set forth in Section IV hereof, Licensee shall pay
         to Licensor a royalty on a monthly basis. The amount of royalty to be
         paid by Licensee shall be based on a percentage of Licensee's Gross
         Sales at the Premises and all other sites and locations as selected by
         Licensee as follows:

                  a. ten percent (10%) of Gross Sales derived from sales of
                  Souvenir Items on the Premises; and

                  b. five percent (5%) of Gross Sales derived from sales of
                  Souvenir Items at all other sites and locations as may
                  selected by Licensee.

6.2      "Gross Sales" shall include all monies received by License from the
         sale of any and all Souvenir Items upon the Premises and elsewhere,
         less the deduction of State and Federal sales and similar excise taxes,
         and excluding any returns, refunds or similar credits against
         Licensee's sales proceeds.

6.3      Since Licensor will be operating the sales of Souvenir Items on the
         Premises at SWFs and collecting all monies from such sales, Licensor
         shall retain the royalty set forth in Section 6.1(a) hereof with
         respect to sales at the SWFs and shall remit the remaining ninety
         percent (90%) of the Gross Sales to Licensee monthly on or before the
         tenth (10th) day of each month based on the Gross Sales generated for
         the immediately preceding month together with all amounts due for State
         and Federal sales and similar excise taxes. Within twenty (20) days
         following the end of each calendar quarter, Licensor shall calculate
         the Gross Sales at the Premises at SWFs for such calendar quarter and,
         if appropriate, make an adjusting payment to Licensee to the extent
         required to ensure that the amounts remitted to Licensee are in
         accordance with this Section 6.3. Licensee and its authorized agents
         shall have the right to inspect Licensor's records with respect to
         sales of Souvenir Items to verify the accuracy of payments to Licensee,
         such inspection to be made at reasonable hours and at reasonable times.

6.4      Licensee shall pay the royalty set forth in Section 6.1(a) with respect
         to the gift shop at the Racetrack and Section 6.1(b) hereof to Licensor
         monthly on or before the tenth (10th) day of each month based on the
         Gross Sales generated for the immediately preceding month. Within
         twenty (20) days following the end of each calendar quarter, Licensee
         shall calculate the Gross Sales at the Racetrack and at all
         non-Premises sales locations for such calendar quarter and, if
         appropriate, make an adjusting payment to Licensor to the extent
         required to ensure that the royalties payable to the Licensor are in
         accordance with Section 6.1(b) hereof.

                            VII.  BOOKS AND RECORDS

7.1      Licensee shall keep and maintain complete and accurate books and
         records of all of sales and other income from sales of Souvenir Items
         at the Racetrack and non-Premises sales locations, and shall keep and
         maintain complete and accurate books and records of all of sales and
         other income from sales of Souvenir Items at the Premises at SWFs based
         upon information provided by Licensor, and shall make said books and
         records available for inspection by Licensor and its authorized agents,
         and the Commission and its authorized agents at all reasonable hours
         and at all reasonable times.

7.2      Licensor may, but is not obligated to, cause an audit of Licensee's
         books and records as necessary to verify the correctness of the amount
         paid by Licensee to Licensor. Such audit may be conducted not more
         frequently than annually and shall be at the expense of Licensor.
         Provided, however, if the audit shows an underpayment to the Licensor
         of five percent (5%) or more of the amount actually paid, Licensee
         shall reimburse Licensor for all costs and expenses incidental to such
         audit, unless such underpayment results from information provided by
         Licensor.

               VIII.  GENERAL COVENANTS OF LICENSOR AND LICENSEE

8.1      Licensor shall obtain and at all times maintain in full force and
         effect, at its sole cost and expense, liability insurance covering all
         aspects of Licensor's operation of the Premises with limits of not less
         than $1,000,000 for bodily injury for one person, $2,000,000 for any
         one accident and $300,000 for property damage. Licensee shall be named
         as an additional insured on such coverage. Licensee shall obtain and at
         all time maintain in full force and effect similar insurance coverage
         for the operation of the gift shop at the Racetrack and shall name
         Licensor as an additional insured on such insurance policies. Upon
         request, Licensee shall provide Licensor with certificates of insurance
         evidencing the required coverages and providing for Licensor to be sent
         all notices of cancellation.

8.2      Licensee shall indemnify and save harmless Licensor and its directors,
         officers, employees and agents from all third-party demands, claims,
         causes of action and judgments, and all expenses in connection
         therewith, resulting from any act or neglect of Licensee, or its
         employees, agents and contractors on or about the Premises. This
         indemnity shall continue notwithstanding the termination of this
         Agreement with respect to any act or occurrence preceding such
         termination.

8.3      Licensor shall indemnify and save harmless Licensee and its directors,
         officers, employees and agents from all third-party demands, claims,
         causes of action and judgments, and all expenses in connection
         therewith, resulting from any negligence or willful misconduct of
         Licensor, or its employees, agents and contractors on or about the
         Premises. This indemnity shall continue notwithstanding the termination
         of this Agreement with respect to any act or occurrence preceding such
         termination.

                                 IX.  INVENTORY

9.1      Licensee acknowledges that it is responsible for the safekeeping and
         maintenance of all the Souvenir Items which are displayed or otherwise
         stored at the Premises for public sale. Each calendar quarter or at
         such other times as selected by Licensee, Licensee may perform, or have
         performed on its behalf, a physical inventory and accounting of all
         Souvenir Items at the Premises. In the event that the results of the
         physical inventory and accounting indicate that the number of Souvenir
         Items that were delivered to the Premises for sale do not equal the
         amount of Souvenir Items which remain on the Premises for sale, or
         which are otherwise accounted for, Licensee shall so notify Licensor,.
         and Licensor shall take all reasonable steps necessary to improve the
         safekeeping and maintenance of the Souvenir Items. In no event,
         however, shall Licensor be liable to Licensee for the cost of such
         missing inventory.

                          X.  DEFAULT AND TERMINATION

10.1     This Agreement may be terminated prior to the expiration of the term
upon the occurrence of any of the following events:

                  a.       By the written agreement of the parties hereto;

                  b.       By Licensor, if Licensee fails to pay any amounts to
                           Licensor within five (5) days following notice from
                           Licensor that such amounts are due; provided,
                           however, that if Licensee fails to pay amounts to
                           Licensor within five (5) days of when due more than
                           twice during any twelve (12) month period, Licensor
                           may terminate this Agreement without further
                           opportunity of Licensee to cure or correct such
                           failure.

                  c.       By Licensee, if Licensor fails to pay any amounts to
                           Licensee within five (5) days following notice from
                           Licensee that such amounts are due; provided,
                           however, that if Licensor fails to pay amounts to
                           Licensee within five (5) days of when due more than
                           twice during any twelve (12) month period, Licensee
                           may terminate this Agreement without further
                           opportunity of Licensor to cure or correct such
                           failure.

                  d.       By either party, if the other party (1) files or has
                           filed on its behalf or against it a petition under
                           any section or chapter of the Federal Bankruptcy Act,
                           which is not vacated within sixty (60) days, (2)
                           shall become insolvent or unable to pay its debts or
                           meet its obligations, (3) has a receiver or trustee
                           appointed for all or any portion of its assets, which
                           appointment is not vacated within sixty (60) days,
                           or, (4) makes an assignment to or for the benefit of
                           creditors of all or any portion of its assets.

                  e.       By either party, if the other party fails to comply
                           with or perform any of the terms, conditions or
                           covenants under this Agreement to be complied with or
                           performed by such party for more than thirty (30)
                           days after written notice of such failure shall have
                           been given to such party, or within such further
                           period as is reasonably required to fully comply with
                           or perform such term, condition or covenant.

                  f.       By Licensee, if Colonial Downs, L.P. loses its
                           license from the Commission to own the Racetrack, or,
                           if Stansley Racing Corp. loses its license from the
                           Commission to operate the Racetrack.

                  g.       By Licensee, upon ninety (90) days advance written
                           notice to Licensor.

         Written notice of any termination of this Agreement by either party
         shall be given to the other party in the manner set forth herein, shall
         be effective on and as of the date notice is given (or such later date
         as may be set forth therein), and shall specify the reason for such
         termination. Upon any termination of this Agreement, Licensee and
         Licensor shall have all rights and obligations as set forth in Section
         2.4 hereof.

                               XI.  MISCELLANEOUS

11.1     Any notices by either party to the other shall be in writing and shall
         be delivered personally; sent by facsimile, acknowledgment of receipt
         requested; sent by overnight courier service, return receipt requested;
         or, deposited in U.S. Mail certified mail, return receipt requested,
         and addressed as follows:

         To Licensor:               Colonial Downs, L.P
                                    P. O. Box 228
                                    New Kent, Virginia  23124
                                    Facsimile:  804-966-2063
                                    Telephone:  804-966-2477

           with a copy to: James L. Weinberg, Esq.
                                    Hirschler, Fleischer, Weinberg, Cox & Allen
                                    The Federal Reserve Bank Building
                                    701 East Byrd Street
                                    Richmond, Virginia  23219
                                    Facsimile:  804-644-0957
                                    Telephone:  804-771-9527

         To Licensee:               Colonial Gifts and Sportswear, Inc.
                                    c/o Arnold W. Stansley
                                    5700 Telegraph Rd.
                                    Toledo, OH  43612
                                    Facsimile:  419-476-7979
                                    Telephone:  419-476-7751

         with a copy to:            Ronald J. Tice, Esq.
                                    Eastman & Smith Ltd.
                                    P.O. Box 10032
                                    Toledo, OH  43699-0032
                                    Facsimile:  419-241-1777
                                    Telephone:  419-241-6000

         Any party may at any time change the address for notices to it by
         delivering, as aforesaid, a notice to the other party stating the
         change and setting forth the changed address. The effective date of any
         notice shall be the date it is personally delivered, received by
         telefax or courier, or three (3) days after it is deposited in the U.S.
         Mail in accordance with the provisions of this Section 11.1.

11.2     Nothing contained in this Agreement shall constitute or be construed to
         be or create a partnership or joint venture between Licensor and
         Licensee and, except as specifically set forth herein or otherwise
         agreed in writing, neither shall have the power or authority to bind or
         obligate the other.

11.3     This Agreement may not be changed or modified except by another
         agreement in writing signed by the parties hereto.

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

11.5     This Agreement shall be binding upon and inure to the benefit of each
         party hereto, and its respective successors and assigns. This Agreement
         may not be assigned by any party without the prior written consent of
         the other party hereto, which consent shall not be unreasonably
         withheld. Provided, however, that, subject to the approval of the
         assignee by the Commission, Licensee may assign its rights and
         obligations to any affiliated entity controlling, controlled by or
         under common control with Licensee which is formed for the purposes of
         providing the services contemplated herein with notice to, but not the
         consent of, Licensor.

11.6     This Agreement shall be deemed to have been made and shall be construed
         and interpreted in accordance with the laws of the Commonwealth of
         Virginia.

11.7     The parties acknowledge that Stansley Racing Corp. has been made a
         party to this Agreement solely because it holds the operator's license
         for the SWFs located in Chesapeake, Richmond, Hampton, and Brunswick,
         Virginia, and is expected to apply for SWF licenses for future SWF
         locations. The parties agree that all obligations of Licensor set forth
         in this Agreement shall be solely the obligations of Colonial Downs,
         L.P., except as may specifically relate to the operator's license(s)
         held by Stansley Racing Corp.

11.8     This Agreement constitutes the entire agreement between the parties
         hereto with respect to the subject matter hereof and supersedes all
         prior oral and written discussions and understandings. Acceptance of,
         or acquiescence in, a course of performance rendered under this
         Agreement shall not be relevant or admissible to determine the meaning
         of this Agreement even though the accepting or acquiescing party has
         knowledge of the nature of the performance and an opportunity to make
         objection. No representations, understandings or agreements have been
         made or relied upon in making of this Agreement other than those
         specifically set forth herein.


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement, by and through their respective duly authorized representatives, on
the day and year first above written.

                                          COLONIAL DOWNS, L.P.

                                          By:  STANSLEY RACING CORP.,
                                                 its general partner


                                          By: /s/ Jeffrey P. Jacobs
                                              -------------------------------
                                                   Jeffrey P. Jacobs, CEO


                                          STANSLEY RACING CORP.


                                          By:  /s/ Jeffrey P. Jacobs
                                              -------------------------------
                                                   Jeffrey P. Jacobs, CEO


                                          COLONIAL GIFTS AND SPORTSWEAR, INC.


                                          By:  /s/ Georgia Jean Stansley
                                             --------------------------------
                                          Georgia Jean Stansley, Vice President





<PAGE>



                                   EXHIBIT A

                                 Souvenir Items

Clothing
Hats
Pennants
Office Supplies (pens, pencils, paper, paperweights, etc.)
Post Cards
Photobooks
Picture Frames
Jewelry
Watches
Golf Items (tees, balls, club covers, etc.)
Drinking Containers (mugs, glasses, plastic bottles, etc.)
Coolers
Drink Holders
Coasters
Bottle Openers
Corkscrews
Key Chains
Stickers
Magnets
Towels
Napkins
Vases
Calendars

And any and all memorabilia, souvenirs, or goods which may maintain the image of
the Colonial Marks.


<PAGE>


                                   EXHIBIT B

                             Coexistence Agreement