EXHIBIT 10.20
                             MASTER LEASE AGREEMENT

     THIS MASTER LEASE  AGREEMENT  ("Lease" or  "Agreement") is made and entered
into on December 31, 1999, by and between PDS FINANCIAL CORPORATION-COLORADO,  a
Colorado corporation ("PDS",  "Lessor" or "First Party"),  whose address is 6171
McLeod Drive,  Las Vegas,  Nevada  89120-4048  and RIVIERA  BLACK HAWK,  INC., a
Colorado corporation ("Lessee" or "Second Party"),  whose addresses are 400 Main
Street,  Black Hawk,  Colorado  80422 and 2901 Las Vegas  Boulevard  South,  Las
Vegas, NV 89109.

                                    RECITALS

         WHEREAS, First Party desires to lease to Second Party, and Second Party
desires to lease from First Party in  accordance  with the terms and  conditions
contained  herein,  certain equipment more fully described in the Lease Schedule
or Schedules,  referred to herein as a "Lease Schedule" or "Lease Schedules", as
may from time to time be executed by Second Party.
         NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and conditions
set forth  below and other good and  valuable  consideration,  the  receipt  and
sufficiency of which all parties acknowledge, it is agreed as follows:

                                    AGREEMENT

1. LEASE. This Lease establishes the general terms and conditions by which First
Party shall lease the  Equipment  (defined  below) to Second  Party.  Each Lease
Schedule  shall be in the form provided by First Party and shall  incorporate by
reference  the  terms of this  Lease.  All  equipment  described  in such  Lease
Schedules shall be collectively  referred to as the "Equipment" and individually
referred to as a "Unit" and is to be installed  in and to be used in  connection
with  the  business   location   described  in  the   Certificate  of  Delivery,
Installation  and  Acceptance  executed  by Second  Party in  connection  with a
particular Lease Schedule ("Premises").

2.       TERM:  RENT AND PAYMENT.

2.1.  Term.  The term of this Lease shall commence on the date set forth in each
Lease Schedule (the "Commencement Date") and continue as specified in such Lease
Schedule ("Term").

2.2. Rent and Payment. Second Party's obligation to pay rent
for the Equipment shall commence on the  Commencement  Date and continue for the
Term. The Basic Rent, as set forth and defined in the Lease Schedules,  shall be
payable in such amount and on such date as set forth in the Lease Schedule.  Any
amounts  payable  by  Second  Party,  other  than  Basic  Rent,  shall be deemed
Additional  Charges.  Additional  Charges shall be due and payable in accordance
with the terms of the Lease Schedule or if not set forth  therein,  on the Basic
Rent payment date following the date upon which the aforesaid Additional Charges
accrue,  or the last day of the Term,  whichever is earlier.  Second Party shall
make all payments at the address of First Party set forth above or at such other
address as First Party may designate in writing. As used herein, the term "Rent"
shall  mean all Basic Rent and  Additional  Charges  as  described  in the Lease
Schedules.

2.3.  Late Charge.  If any Rent is not received by First Party or its  assignees
within ten (10) days after written  notice then a late charge on such Rent shall
be due and payable with such Rent in an amount equal to four percent (4%) of the
amount past due or any part thereof,  as reimbursement for administrative  costs
and not as a penalty.

2.4.  ACH.  Second Party shall  complete,  execute and deliver to First Party an
Authorization  for Automatic  Payment form  authorizing  First Party to initiate
variable  entries to Second Party's  checking or savings  account at a specified
financial  institution  for the purpose of making  payments  to Second  Party as
contemplated  by this Lease and the Lease  Schedules.

2.5. Additional Fees and Charges. Second Party further agrees to pay all of
First Party's  out-of-pocket  costs and expenses incurred by First Party (not to
exceed the lessor of  $50,000.00  or 3% of the total Lease  Schedule  amount) in
connection  with the  closing of all  transactions  contemplated  by this Lease,
without  limitation:  (a) the fees and costs of legal counsel  utilized by First
Party  (including  in-house  counsel);  (b)  all  other  out-of-pocket  expenses
incurred by or on behalf of First Party; and (c) a $500.00 document  preparation
fee for each Lease Schedule.

2.6. First Party's  Performance of Second Party's  Obligations.  If Second Party
fails to comply with any of its covenants or  obligations  herein within 10 days
after written notice, First Party may, at its option,  perform such covenants or
obligations on Second Party's behalf without  thereby waiving such conditions or
obligations  or the failure to comply  therewith  and all sums advanced by First
Party in connection  therewith  shall be repayable by Second Party as Additional
Charges.  No such  performance  shall be deemed to relieve  Second  Party of its
obligations herein.

3.  CERTIFICATE OF ACCEPTANCE.  Second Party shall deliver to First Party a
Certificate of Delivery, Installation and Acceptance
("Certificate of Acceptance") in the form provided by the First Party.
                                        1
<PAGE>
4. NET LEASE.  Except as provided in Section 13 below and except as specifically
provided  elsewhere  herein this Lease  including  each Lease  Schedule is a net
lease and Second Party's  obligation to pay all Rent due and the rights of First
Party or its assignees in, and to, such Rent shall be absolute and unconditional
under all circumstances,  notwithstanding: [i] any setoff, abatement, reduction,
counterclaim,  recoupment,  defense or other right which  Second  Party may have
against First Party,  its assignees,  the manufacturer or seller of any Unit, or
any other person for any reason whatsoever,  including,  without limitation, any
breach by First  Party of this  Lease;  [ii] any  defect  in  title,  condition,
operation,  fitness for use, or any damage to or  destruction  of, the Equipment
(except for Equipment which was provide by Lessor's Slot Source division); [iii]
any  interruption  or cessation of use or  possession  of the  Equipment for any
reason whatsoever; or (iv) any insolvency, bankruptcy, reorganization or similar
proceedings instituted by or against Second Party.

5.       LOCATION, USE, MAINTENANCE, IDENTIFICATION AND INSPECTION.
5.1.     Location, Use, Maintenance and Repairs.

5.1.1.  Second Party shall keep and use the  Equipment on the Premises and shall
not  relocate  or remove any Unit  without the prior,  written  consent of First
Party.

5.1.2. Second Party shall at all times and, at its sole cost and expense,
properly use and maintain the Equipment in good operating condition,  other than
the  normal  wear and tear,  and make all  necessary  repairs,  alterations  and
replacements thereto (collectively,  "Repairs"),  all of which shall immediately
become the  property of First Party and  subject to this  Lease.

5.1.3.  Second Party shall comply with manufacturer instructions relating to the
Equipment, and any applicable laws and governmental regulations.

5.1.4.   Second Party shall pay all costs and expenses associated with removal
and return of the Equipment.

5.2.  Identification and Inspection.  Upon request by First Party,  Second Party
shall mark each Unit  conspicuously with appropriate labels or tags furnished by
First Party and maintain such markings through the Term to clearly disclose that
said Unit is being leased from First Party. Subject to Second Party's reasonable
security requirements,  Second Party shall permit First Party's  representatives
to enter the Premises where any Unit is located to inspect such Unit.

6.       LOCATION: PROPERTY RIGHTS: LIENS AND ENCUMBRANCES.
6.1.  Personal  Property.  Each Unit is personal property and Second Party shall
not affix any Unit to realty  so as to change  its  nature to a fixture  or real
property and agrees that each Unit shall  remain  personal  property  during the
Term. First Party expressly retains ownership and title to the Equipment. Second
Party  hereby  agrees  that it shall  be  responsible  for all of First  Party's
obligations  as required  by the state  gaming  laws and  regulations  regarding
maintenance, use, possession and operation of the Equipment. Second Party hereby
authorizes,  empowers,  and grants a limited power of attorney to First Party to
record and/or  execute and file, on Second  Party's  behalf,  any  certificates,
memorandums,  statements,  refiling,  and  continuations  thereof as First Party
deems  reasonably  necessary  or  advisable to preserve and protect its interest
hereunder.  The parties intend to create a lease agreement and the  relationship
of  lessor  and  lessee  between  themselves.  Nothing  in this  Lease  shall be
construed or  interpreted to create or imply the existence of a finance lease or
installment lease contract.  First Party makes no  representation  regarding the
treatment of this Lease, the Equipment or the payment of obligations  under this
Lease for financial statement reporting or tax purposes.

6.2.  Protection of First Party's Property Rights.  First Party has the right to
place on each Unit,  a medallion  or other  marker of suitable  size  stating in
substance [i] that the  Equipment is the property of First Party,  and [ii] that
First  Party,  to protect its rights,  has filed or retains the right to file in
appropriate government offices a UCC Financing Statement covering the Equipment.
Second Party will cooperate with First Party in preparing,  executing and filing
such UCC  Financing  Statements.  Second Party hereby agrees that a copy of this
Lease or any Lease  Schedule  signed by the Second  Party when  attached  to any
financing statement or similar  instrument,  the filing of which is necessary to
perfect a security  interest,  shall be deemed Second Party's  signature on such
instrument.

6.3. Liens and  Encumbrances.  Unless otherwise  provided  herein,  Second Party
shall not  directly or  indirectly  create,  incur or suffer a mortgage,  claim,
lien, charge,  encumbrance or the legal process of a creditor of Second Party of
any kind upon or against this Lease or any Unit. Second Party shall at all times
protect and defend,  at its own cost and expense,  the title of First Party from
and against such  mortgages,  claims,  liens,  charges,  encumbrances  and legal
processes of creditors of Second Party and shall keep all the Equipment free and
clear  from all such  claims,  liens  and legal  processes.  If any such lien or
encumbrance is incurred,  Second Party shall immediately  notify First Party and
shall take all actions required by First Party to remove the same.

7.       RETURN OF EQUIPMENT.
7.1. Duty of Return.  At the  expiration of any Term or upon  termination of the
Lease,  Second Party at its expense shall return each Unit to First Party or its
designee at the First Party's  distribution  facility in Las Vegas,  Nevada,  in
accordance  with  appropriate  gaming  laws and  regulations  and the  terms and
conditions  of  the  Lease   Schedule.   Each  Unit  shall  include  all  parts,
                                        2
<PAGE>
accessories,  attachments,  etc. originally  delivered to Second Party and shall
conform  to  all  of the  manufacturer's  specifications  and  gaming  laws  and
regulations  with respect to normal function,  capability,  design and condition
less  normal  wear and tear.  The term  "normal  wear and tear"  includes  minor
scratches,  dents,  and  chips to the  exterior  of the  device  and wear to the
interior components of the Unit that is consistent with components of comparably
aged machines.  Upon return of the Unit,  Second Party agrees to reimburse First
Party for the full retail cost of equipment that is  non-functioning  or missing
components including,  but not limited to, components at the following indicated
reimbursement  rate,  (i) Door  $400.00;  (ii)  Validator  head  $550.00;  (iii)
Validator Can $245.00;  (iv) Monitor  $250.00;  (v) Circuit Board $420.00;  (vi)
Hopper  $350.00;  (vii) Glass panels $300.00 each.
7.2.  Failure to Return.  If Second Party fails to return the  Equipment or
any portion  thereof,  as provided  above,  within  fourteen (14) days following
expiration of any Term or termination of the Lease,  then Second Party shall pay
to First  Party an  additional  month's  Rent for  each  month,  or any  portion
thereof,  that  Second  Party  fails to  comply  with the  terms of this  return
provision, until all of the Equipment is returned, as provided herein.

8.       RISK OF LOSS: INSURANCE.
8.1. Risk of Loss. Second Party shall bear the risk of all loss or damage to any
Unit or caused by any Unit  during the period  from the time the Unit is shipped
by First  Party or the Unit's  vendor  until the time it is returned as provided
herein.

8.2. Unit Replacement. If any Unit is lost, stolen, destroyed, seized by
governmental  action or, in Second  Party's  opinion or First  Party's  opinion,
damaged  ("Event of Loss"),  this  Lease  shall  remain in full force and effect
without  abatement of Rent and Second Party shall promptly  replace such Unit at
its sole expense with a Unit of equivalent  value and utility,  and similar kind
and in substantially  the same condition as the replaced Unit immediately  prior
to the Event of Loss. Title to such replacement unit immediately  shall vest and
remain in First  Party,  and such unit shall be deemed a Unit under this  Lease.
Upon such  vesting of title and provided  Second  Party is not in default  under
this Lease,  First Party shall cause to be paid to Second Party or the vendor of
the replacement unit any insurance proceeds actually received by First Party for
the  replacement  Unit.  Second Party shall  promptly  notify First Party of any
Event of Loss and shall provide  First Party with and shall enter into,  execute
and deliver such documentation, as First Party shall request with respect to the
replacement of any such Unit.

8.3.     Insurance.
8.3.1.  Second  Party  shall  obtain and  maintain  in full force and effect the
following insurance: [i] all risk, full replacement cost damage insurance on the
Premises;  [ii] commercial  general  liability  insurance;  [iii] all risk, full
replacement  cost property  damage  insurance on the Equipment (in no event less
than the  outstanding  balance of the obligations  hereunder),  and [iv] workers
compensation insurance.

8.3.2.  Such insurance shall:  [i] name First Party, its parents,  subsidiaries,
affiliates  and  assignees,  as additional  insureds and as first loss payees as
their interests may appear (general liability and property only); [ii] provide a
waiver of  subrogation  to First Party (workers  compensation  only);  and [iii]
provide that the POLICY MAY NOT BE CANCELED OR MATERIALLY ALTERED WITHOUT THIRTY
(30) DAYS PRIOR WRITTEN NOTICE TO LESSOR.

8.3.3. In the event the Equipment includes  automobiles,  trucks, boats or other
vehicles,  Second  Party  shall  obtain  and  maintain  in full force and effect
commercial liability coverage in an amount not less than $1,000,000.00  combined
single  limit.  Such  insurance  shall:  [i]  name  First  Party,  its  parents,
subsidiaries,  affiliates and assignees,  as additional  insureds and first loss
payees as their  interests may appear;  and [ii] provide that the policy may not
be canceled or materially  altered without thirty (30) days prior written notice
to First Party.

8.3.4. All such insurance  required herein shall be placed with companies having
a rating of at least A,  Class XII or better by Best's  rating  service.  Second
Party shall maintain the insurance throughout the contract period and furnish to
First  Party  until the  payment in full of any  obligations  herein,  insurance
certificates of a kind  satisfactory to First Party showing the existence of the
insurance required hereunder and premium paid.

9. LESSOR'S PURCHASE AND PERFORMANCE.  Upon receipt of a Lease Schedule executed
and delivered by Second Party, Second Party shall bear all  responsibilities and
perform  all  obligations  of First  Party,  which  may arise as a result of any
document or agreement  between First Party and a vendor in  connection  with the
Equipment  to be leased  under said Lease  Schedule,  other than  payment of the
purchase price.

10.      TAXES.
10.1. Taxes.  Second Party agrees to report,  file, pay promptly when due to the
appropriate  taxing  authority  and  indemnify,  defend,  and hold  First  Party
harmless  from  and  against  any  and all  taxes  (including  gross  receipts),
assessments, license fees and other federal, state or local governmental charges
of any kind or nature,  together with any  penalties,  interest or fines related
thereto (collectively,  "Taxes") that pertain to the Equipment, its purchase, or
this Lease,  except such Taxes based  solely upon the net income of First Party,
including,  but not necessarily limited to all property,  sales and/or use taxes
levied or  assessed  regardless  of whether  such  taxes are levied or  assessed
against First Party or Second Party.
                                        3
<PAGE>
10.2. First Party's Filing of Taxes.  Notwithstanding the foregoing, First Party
at its election may report and file sales and/or use taxes,  which are filed and
paid  periodically  through the Term,  and the amounts so due may be invoiced to
Second Party and payable as specified therein.

11.      INDEMNIFICATION.
11.1.  Except for the  negligence  of First Party,  its  employees or agents and
assigns,  Second Party hereby  assumes  liability  for and agrees to  indemnify,
defend, protect, save and hold harmless the First Party, its agents,  employees,
directors and assignees from and against any and all losses, damages,  injuries,
claims,  administration of claims, penalties, demands and all expenses, legal or
otherwise  (including  reasonable  attorneys'  fees) of whatever kind and nature
arising from the purchase,  ownership, use, condition,  operation or maintenance
of the Equipment,  or any agreement  between First Party and a vendor (including
purchase or sales orders), until the Equipment is returned to First Party to the
extent  First  Party's  loss is not covered by  insurance.  Any claim,  defense,
setoff,  or other right of Second Party against any such indemnified party shall
not in any way affect,  limit, or diminish Second Party's indemnity  obligations
hereunder.  Second Party shall notify First Party  immediately  as to any claim,
suit,  action,  damage, or injury related to the Equipment of which Second Party
has actual or other notice and shall,  at its own cost and  expense,  defend any
and all  suits,  including  frivolous  suits and  claims,  which may be  brought
against First Party, shall satisfy,  pay and discharge any and all judgments and
fines that may be recovered  against  First Party in any such action or actions,
provided,  however,  that First Party shall give Second Party written  notice of
any such claim or demand.  Second Party agrees that its  obligations  under this
section shall survive the expiration or termination of this Lease.

11.2.  First Party hereby  covenants and agrees to indemnify,  defend,  save and
hold Second Party, it's parent companies, subsidiaries,  affiliates, successors,
heirs and assigns,  and their directors,  officers,  shareholders and employees,
free,  clear and  harmless  from and  against any and all  liabilities,  losses,
costs, expenses (including reasonable attorneys' fees), damages, actions, suits,
debts,  judgments,   claims,   administration  of  claims,  liens,  demands  and
obligations  of any and  kind,  nature,  character  and  description,  known  or
unknown, accrued or not yet accrued, whether anticipated or unanticipated caused
by,  resulting from, or in any way connected with First Party's  negligent acts,
or negligent acts of First Party's agents or employees,  in connection with this
Agreement.

12. REPRESENTATIONS AND WARRANTIES.  Second Party hereby represents and warrants
to First Party that:

12.1. It is an entity duly organized,  validly existing andin good standing
under the laws of the state of its  formation;

12.2.  Second Party's true legal name is as set forth in the preamble hereto and
that is shall not change its name  without  thirty (30) days'  written  notice
to First Party;

12.3. It has the corporate  power and authority to execute,  deliver and perform
this  Agreement and other  instruments  and documents  required or  contemplated
herein;

12.4.  To the best of  Lessee's  knowledge,  the  execution,  delivery  and
performance of this Agreement has been duly  authorized by all necessary  action
on the part of the corporation,  do not and will not require the approval of the
shareholders  of  the  corporation  and do  not  and  will  not  contravene  the
Certificate of Incorporation  or by-laws of the corporation,  and to the best of
Lessee's  knowledge does not  constitute a default of any  indenture,  contract,
agreement, mortgage, deed of trust, document or instrument to which Second Party
is a party or by which Second Party is bound;

12.5. The person(s) executing this Agreement  on behalf of Second  Party has or
have been  properly  authorized  to execute the same;

12.6. To the best of Lessee's knowledge,  with reasonable due diligence, it
has obtained,  maintains, and will maintain, on an active and current basis, all
licenses,  permits,  registrations,  approvals  and  other  authority  as may be
required from any applicable  federal,  state,  tribal and local governments and
agencies having jurisdiction over it and the subject matter of this Agreement;

12.7.  To the best of  Lessee's  knowledge,  there are no  suits,  actions,
proceedings or investigations pending or threatened or any basis therefore which
might materially or adversely affect the condition,  business or prospects of it
or affect the ability of it to perform its  obligations  under this Agreement or
have a  material  adverse  effect  upon  the  financial  condition  of it or the
validity or enforceability of this Agreement;

12.8.  It is not currently the subject of any pending or threatened  bankruptcy
or  insolvency proceeding;

12.9. As of the date hereof,  it's obligations under this Agreement are not
subject to any defense,  set off or counterclaim;

12.10.  This  Agreement  constitutes  a  valid  binding  agreement  and  is
enforceable in accordance with its terms,  except to the extent that enforcement
of any remedies may be limited by  applicable  bankruptcy,  insolvency,  general
principles of equity or other similar laws affecting  generally the  enforcement
of creditor's remedies;
                                        4
<PAGE>
12.11.  There have been no amendments,  modifications,  waivers or releases
with respect to this Agreement or any provisions hereof, whether oral or written
prior to execution hereof;

12.12.  The  location of Second  Party's  primary  place of business is set
forth  herein and will not be changed  without  thirty (30) days' prior  written
notice to First Party;

12.13.  Second Party is, and shall remain at all times during the Term,  in
compliance with all covenants  (specifically  including financial covenants) and
conditions of that  $45,000,000.00  Indenture for 13% First  Mortgage  Notes due
2005 issued by Second  Party on or about May 27, 1999 (the  "Indenture"),  which
are hereby incorporated into this Lease by this reference; and

         No  further  order,  consent,  approval,   license,   authorization  or
validation of, or filing,  recording or registration  with, or exemption by, any
governmental,  regulatory  or public or tribal body or  authority is required in
connection  with the execution,  delivery and  performance  of, or the legality,
validity, binding effect or enforceability of this Agreement.

13.      WARRANTY: DISCLAIMERS AND LIMITATIONS OF LIABILITY REGARDING EQUIPMENT.
13.1.  Each Unit  subject  to this  Lease or any Lease  Schedule  is leased in a
functional condition. First Party warrants that for a period of thirty (30) days
following delivery, the new, custom reconditioned, Quick Ship, Fast Track and/or
functional  gaming  devices or equipment  leased in any Lease  Schedule  will be
mechanically sound and in good working order ("Warranty Period"). Second Party's
sole and  exclusive  remedy in the event of defect is  expressly  limited to the
restoration  of the Unit to good  working  condition  by  adjustment,  repair or
replacement of defective parts, at Second Party's  election.  There are no other
warranties,  express or implied,  including,  but not limited to,  warranties of
merchantability  or fitness for a particular  purpose.  No  affirmation of fact,
including,  but not  limited to,  statements  regarding  suitability  for use or
performance of the Equipment shall be deemed to be a warranty of First Party for
any purpose.

13.2.  The Second Party will bear the cost of returning  any  defective  Unit to
First Party, including shipping and reasonable packaging.  First Party will bear
the cost of returning  the  repaired or  replacement  Unit to the Second  Party,
including  shipping  and  reasonable  packaging.  If any Unit  provided by First
Party's  Slot  Source  Division  is  delivered  to Second  Party in a  defective
condition,  First  Party  will  bear  the cost of  retrieving  the  repaired  or
replacement  Unit from the Second Party and returning such Unit to Second Party,
including  shipping and  reasonable  packaging.  Repair of damage  caused by the
Second  Party's  negligence or intent,  or damage caused by third parties is the
responsibility  of the Second Party and shall in no event be the  responsibility
of First Party.  First Party shall not be responsible or liable for any revenues
foregone by the Second Party, while a Unit not functioning properly. First Party
shall also not be  responsible  or liable  for any  losses,  damages,  injuries,
claims,  penalties,  demands and all  expenses,  legal or  otherwise  (including
reasonable  attorneys' fees) of whatever kind and nature arising from any patron
disputes  involving  the  Equipment.  The  liability  of  First  Party  and  the
manufacturer of any Unit leased hereunder,  whether in contract,  in tort, under
warranty, in negligence or otherwise,  shall not exceed the fair market value of
the Unit itself and under no circumstances shall First Party or the manufacturer
of any Unit be liable for direct,  special,  indirect, or consequential damages.
Neither  First  Party nor any  manufacturer  of any Unit  shall be liable in any
respect for the  acceptance of counterfeit  and/or  fraudulent  materials  (i.e.
tokens,  coins,  bills, etc.) by the Equipment.  Any unauthorized  modification,
alteration,  or revision of all or any portion of the Equipment  shall cause the
warranty  described  above to be null and void.  First  Party,  its  affiliates,
subsidiaries,  representatives,  and agents make no other  warranty,  express or
implied.  IN NO EVENT SHALL LESSOR BE LIABLE FOR DIRECT,  INDIRECT,  SPECIAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, ARISING OUT
OF THIS LEASE OR ANY LEASE  SCHEDULE  REGARDLESS OF THE NATURE OF ANY CLAIM MADE
BY LESSEE.

14.      ASSIGNMENT OF LEASE.
14.1. Assignment by First Party. Second Party acknowledges and agrees that First
Party may assign, mortgage, or otherwise transfer its interest thereunder and/or
in the  Equipment to others  ("Assignees")  without any consent of Second Party,
provided however all such Assignees must be acceptable to all gaming authorities
with any jurisdiction over these matters and that Second Party shall be notified
of any  assignment.  Accordingly,  Second  Party and First Party agree that upon
such assignment,  Second Party (i) shall  acknowledge such assignment in writing
by executing a Notice,  Consent and  Acknowledgment  of Assignment  furnished by
First  Party;  (ii)  shall  promptly  pay all Rent  when  due to the  designated
Assignees, notwithstanding any defense, setoff, abatement, recoupment, reduction
or counterclaim whatsoever that Second Party may have against First Party; (iii)
shall not permit the Lease or Lease  Schedule  so  assigned to be amended or the
terms thereof  waived without the prior written  consent of the Assignees;  (iv)
shall not require the Assignees to perform any  obligations of First Party under
such Lease  Schedule;  (v) shall not terminate or attempt to terminate the Lease
or  Lease  Schedule  on  account  of  any  default  by  First  Party;  and  (vi)
acknowledges  that any Assignee  may  reassign its rights and interest  with the
same force and effect as the assignment described herein.

14.2. Assignment or Sublease by Second Party. Second Party shall not assign this
Lease or any Lease Schedule or assign its rights in or sublet the Equipment,  or
any interest  therein  without  First Party's and its  Assignee's  prior written
consent.
                                        5
<PAGE>
15.      FINANCIAL INFORMATION; FURTHER ASSURANCES.

15.1. Financial Information.  Throughout the Term, Second Party shall deliver to
First Party copies of all current financial  information of Second Party,  which
will reflect the financial  condition and  operations of Second Party as well as
such other  information  regarding  Second Party  reasonably  requested by First
Party or its Assignees.

15.2. Further Assurances. Second Party shall execute and deliver to First Party,
such other documents, and take such further action as First Party may request in
order to  effectively  carry out the intent and  purposes  of this Lease and the
Lease Schedules.  All documentation shall be in a form acceptable to First Party
and its Assignees.

15.3. Lease Agreement.  If any court of competent  jurisdiction should determine
that this Lease  constitutes a security  arrangement as opposed to a true lease,
the parties  then agree that this Lease shall  constitute  a security  agreement
within the meaning of the Uniform Commercial Code and that the First Party shall
be considered a secured party under the provisions thereof and shall be entitled
to all the rights and remedies of a secured party and Second  Party,  as debtor,
grants to First Party,  as secured party, a security  interest in the Equipment;
provided  nothing  herein  shall be  construed  nor shall the  inclusion of this
paragraph be  interpreted as derogating  from the stated intent and  contractual
understanding of the parties that this is a true lease.

16. DEFAULT BY SECOND PARTY.  Second Party shall be deemed in default under this
Agreement  upon the  occurrence  of any one of the following  events  ("Event of
Default"):

16.1. Failure to make any payment due under this Agreement within ten
(10) days after written notice;

16.2. Second Party's cancellation,  termination,  alteration, or rescission
of the  Authorization  for Automatic Payment without the prior approval of First
Party;

16.3.  Failure to perform any other  obligation under this Agreement within
thirty (30) days after receipt of written notice of default and failure to cure;
provided, however, that no notice shall be required where a breach or threatened
breach  would  cause  irreparable  harm to  First  Party  and  First  Party  may
immediately seek equitable relief in a court of competent jurisdiction to enjoin
such breach;

16.4.  Second Party shall fail to pay its
debts as they  become  due,  shall  make an  assignment  for the  benefit of its
creditors,  shall admit in writing its inability to pay its debts as they become
due, shall file a petition under any chapter of the Federal  Bankruptcy  Code or
any similar  law,  state or federal,  now or  hereafter  existing,  shall become
"insolvent" as that term is generally defined under the Federal Bankruptcy Code,
shall in any  involuntary  bankruptcy  case commenced  against it file an answer
admitting  insolvency or inability to pay its debts as they become due, or shall
fail to obtain a dismissal  of such case within one  hundred  twenty  (120) days
after its  commencement  or convert  the case from one  chapter  of the  Federal
Bankruptcy Code to another chapter,  or be the subject of an order for relief in
such  bankruptcy  case, or be adjudged a bankrupt or insolvent,  or shall have a
custodian,   trustee  or  receiver   appointed  for,  or  have  any  court  take
jurisdiction  of its property,  or any part thereof,  in any  proceeding for the
purpose of  reorganization,  arrangement,  dissolution or liquidation,  and such
custodian,  trustee or receiver  shall not be discharged,  or such  jurisdiction
shall not be  relinquished,  vacated  or stayed  within  sixty  (60) days of the
appointment;

16.5.  Second  Party  shall  be  dissolved,  liquidated  or  wound up or is
enjoined,  restrained,  fails or is in any way prevented  from  maintaining  its
existence   as  a  going   concern  in  good   standing   (excepting,   however,
reorganizations, consolidations and/or mergers into or with affiliates owned by,
owning or under common control of or with such entity or into the parent of such
entity,  provided the succeeding  organization assumes and accepts such entity's
obligation hereunder);

16.6. Second Party attempts to remove, sell, transfer,  encumber, part with
possession or sublet the Equipment or any unit thereof without the prior written
consent of First Party;

16.7. Second Party materially  defaults (in excess of $1,000,000.00)  under
any  mortgage,  indenture  or  instrument  under which there may be issued or by
which there may be secured or evidenced,  any  indebtedness  of Second Party for
money  borrowed,  whether  such  indebtedness  now  exists  or shall be  created
hereafter,  which material  default  (monetary or otherwise) is not cured within
(30) days;

16.8.  Any unit of the  Equipment  is lost,  stolen  or  destroyed  and not
replaced  within a  reasonable  time with  items of  similar  utility  and value
subject to availability;

16.9.  Any unit of the  Equipment  is attached,  levied  upon,  encumbered,
pledged,  or seized under any judicial process,  which has not been bonded over,
removed,  or other  satisfactory  assurances given to First Party within fifteen
(15) days of written notice;
                                        6
<PAGE>
16.10. Any warranty or  representation  made or furnished to First Party by
or on behalf of Second Party is false or misleading in any material respect when
made or furnished and is not cured within sixty (60) days of written notice;

16.11. Failure of Second Party to maintain in full force and effect the
licenses,  permits and certifications  that may be required under any applicable
gaming laws for the operation of Second Party 's business,  which failure is not
remedied to the  satisfaction of applicable  gaming  authorities  within fifteen
(15) days of written  notice;

16.12.  The  revocation of any gaming  license of Second Party;

16.13.  The denial of any gaming  license  application  of Second
Party (but not as to individual  applicants);

16.14. Failure of Second Party to comply  materially with all gaming statutes
and regulations;

16.15.  Failure of Second Party to maintain the insurance required by this
Agreement, which failure has not been cured  within  three (3) business  days of
written  notice;

16.16.Except as permitted under Section 14.2 above, any other sale,  change in
control or any transfer  of a majority of Second  Party 's  business or assets;
and/or

16.17.  If a material event of default  (defined as a default in any transaction
in excess of  $1,000,000)  occurs under any  mortgage,  indenture or  instrument
under which  there may be issued or by which  there may be secured or  evidenced
any indebtedness of Second Party for money borrowed,  whether such  indebtedness
now exists or shall be created  hereafter,  which  event of default is not cured
within thirty (30) days or, in the event of a non-monetary default,  within such
reasonable period of time as may be agreed upon by the parties hereto.

17.      FIRST PARTY REMEDIES.

17.1.  Second Party  acknowledges  that the  enforcement  of this  Agreement may
require  approval of certain  regulatory  authorities  and copies of all Default
Notices, legal proceedings,  etc. will be forwarded to the appropriate agency as
required by state law or regulation. Second Party further acknowledges that upon
any Event of Default,  and at any time thereafter,  First Party, may in addition
to any and all rights  and  remedies  it may have at law or in  equity,  without
notice to or demand upon any party to this Agreement and at its sole option:

17.1.1.  Declare all amounts  remaining unpaid under this Agreement  immediately
due and payable and interest shall accrue on any  outstanding  balance due First
Party at a rate of 1.5% per month,  which is 18% per annum,  until paid in full;

17.1.2.  Proceed by appropriate court action or other proceeding,  either at law
or in equity to enforce  performance by Second Party of any and all covenants of
this Agreement;

17.1.3. Enter onto Second Party's premises in person or by agentand take
possession of the Equipment;

17.1.4. Require Second Party to return the Equipment,  at Second  Party's
expense,  to a place  designated by First Party;

17.1.5.  Render the Equipment unusable in such manner as is reasonable under the
circumstances;

17.1.6.  Dispose of the  Equipment,  as First  Party in the good faith exercise
of its discretion deems necessary or appropriate;

17.1.7.  Without demand,  advertisement  or notice of any kind (except such
notice as may be required under the Uniform Commercial Code, if applicable,  and
all of which are, to the extent  permitted  by law,  hereby  expressly  waived),
sell, resell, lease, re-lease or dispose of the Equipment in any manner;

17.1.8. If not already the property of First Party,  purchase the Equipment
at public sale with credit on any amounts owed;

 17.1.9. If not already the property of First Party,  purchase the Equipment at
private sale for a price and on such terms as is determined by an independent
appraiser  appointed by First Party to be the price and terms at which a willing
seller would be ready to sell to an able buyer;

17.1.10. Proceed immediately  to exercise  each and all of the  powers,  rights,
and  privileges reserved  or granted to First Party under this  Agreement;

17.1.11. Subject to applicable and appropriate gaming laws, rules, laws and
regulations,  and required approvals, take possession,  sell and/or re-lease any
unit of the Equipment as First Party may desire, in its sole discretion  without
demand or notice,  wherever the same may be located,  without any court order or
pre-taking  hearing,  any and all  damages  occasioned  by such  retaking  being
specifically waived herein by Second Party;
                                        7
<PAGE>
17.1.12. Take control of any and all proceeds to which Second Party is entitled;

17.1.13.  Exercise any other remedies available to a First Party under the
Uniform  Commercial  Code,  if  applicable;

17.1.14.  Immediately  seek  equitable  relief  in  a  court  of  competent
jurisdiction  to  enjoin  a  breach  of this  Agreement  where  said  breach  or
threatened breach would cause irreparable harm to First Party; and/or

17.1.15.  Exercise any other rights or remedies  provided or  available  to
First Party at law or in equity.

17.2. No waiver by First Party, its affiliates,  successors or assigns,  of any
default, including, but not limited to, acceptance of late payment after the
same is due,  shall  operate  as a waiver  of any other  default  or of the same
default on a future  occasion.  In the Event of  Default,  First  Party shall be
entitled  to recover  all  costs,  expenses,  losses,  damages  and legal  costs
(including  reasonable  attorneys'  fees)  incurred by First Party in connection
with the enforcement of First Party's remedies. All rights and remedies of First
Party are cumulative  and are in addition to any other remedies  provided for at
law or in equity, including the Uniform Commercial Code, if applicable, and may,
to the extent  permitted  by law, be exercised  concurrently  or  separately.  A
termination  hereunder  shall occur only upon  written  notice by First Party to
Second Party and no repossession or other act by First Party after default shall
relieve Second Party from any of its obligations to First Party hereunder unless
First Party so notifies Second Party in writing.

17.3.  In the event of a default by Second  Party,  First Party may, at its
option,   declare  this  Agreement   terminated  without  further  liability  or
obligation to the defaulting party.

17.4.  Article  2A  Waivers.  In the event that  Article 2A of the  Uniform
Commercial Code is adopted under applicable law and applies to this Lease,  then
Second  Party,  to the extent  permitted  by law,  waives any and all rights and
remedies  conferred  upon a lessee by  Sections  2A-508  through  2A-522 of such
Article 2A, including,  but not limited to, Second Party's rights to: (i) cancel
or repudiate  this Lease;  (ii) reject or revoke  acceptance  of the  Equipment;
(iii)  claim,  grant or permit a security  interest in the  Equipment  in Second
Party's  possession or control for any reason;  (iv) deduct from Rent all or any
part of any claimed damages resulting from First Party's default,  if any, under
this Lease; (v) accept partial delivery of the Equipment; (vi) "cover" by making
any  purchase  or  lease of or  contract  to  purchase  or  lease  equipment  in
substitution  for Equipment  designated in this Lease; and (vii) obtain specific
performance,  replevin, detinue,  sequestration,  claim and delivery or the like
for  any  Equipment  identified  to  this  Lease.  To the  extent  permitted  by
applicable  law,  Second  Party also hereby  waives any rights now or  hereafter
conferred by statute or otherwise  which may require First Party to sell,  lease
or otherwise use any  Equipment in mitigation of First Party's  damages or which
may  otherwise  limit  or  modify  any of  First  Party's  rights  or  remedies,
including,  without limitation,  any limit on the determination of the amount of
First Party's Loss provided in Article 2A of the Uniform Commercial Code.

18. SECOND PARTY'S  REMEDIES.  In the event of any default by Lessor  hereunder,
which is not cured within 30 days of notice after written  notice,  Lessee shall
have the following  rights and remedies:

18.1. The right to take such action or steps as are  necessary  to cure Lessor's
defaults,  which have not been cured within 30 days  notice  (except  in the
event of an  emergency);  and

18.2.  All rights and remedies available in equity or at law.

19.      COMPLIANCE WITH GOVERNMENTAL AGENCIES.

19.1. All services furnished hereunder shall comply with the requirements of all
governmental authorities having jurisdiction (the "Authorities").  The terms and
conditions of the Lease or any Lease Schedule shall be conditioned upon approval
by the Authorities,  if such is required.  It is understood that, if at any time
either prior to or subsequent  to the initial  starting date of the Lease or any
Lease  Schedule,  the  Authorities  shall  render a final  determination  either
disapproving  the terms and  conditions  of the Lease or any Lease  Schedule  or
denying the application of First Party for a gaming license, vendor registration
or casino service  supplier,  or if First Party already has such a license,  the
qualifications of First Party that then, in either of such events,  the Lease or
any  lease  schedule  shall  be  deemed  terminated,  as of  the  date  of  such
disapproval or denial, as though such date were the date originally fixed herein
for the notice of termination of the Lease or any lease  schedule.

     19.2.  If the Lease or any lease  schedule  is so  terminated,  then Second
Party shall tender  payment to First Party of (i) any amounts then due and owing
under the Lease and any lease schedule,  including but not limited to such items
as rent, late charges,  and taxes paid by or assessed upon First Party, and (ii)
the amount equal to the  Termination  Value,  as defined below,  and First Party
shall  transfer  title to the  Equipment  to Second  Party and in that event the
parties  hereto  shall have no further  liability  to each other.  Second  Party
agrees to comply with all requirements of every  governmental  authority,  which
has  jurisdiction  over the Lease or any lease  schedule and over Second  Party.
Termination  Value  shall be defined as the net present  value of the  remaining
rentals due,  including the purchase  option amount,  discounted at the original
all-in yield, for each lease schedule.
                                        8
<PAGE>
20. WAIVER OF JURY TRIAL.  The parties hereby  knowingly and  voluntarily  waive
their  right to a jury  trial on any  claim or  cause of  action  based  upon or
arising out of, directly or indirectly,  this Lease or any Lease Schedules,  any
dealings  between the parties  relating to the subject matter hereof or thereof,
and/or the relationship that is being established between the parties. The scope
of this waiver is intended to be all  encompassing  of any and all disputes that
may be filed in any court (including, without limitation,  contract claims, tort
claims,  breach of duty claims,  and all other common law and statutory claims).
This  waiver  may not be  modified  orally,  and the waiver  shall  apply to any
subsequent amendment, renewals, supplement or modifications to this Agreement or
the loan  agreements.  In the event of litigation,  this Lease may be filed as a
written consent to a trial by the court.

21.      MISCELLANEOUS.
21.1. Amendments or  Modifications.  This Lease shall not be modified or
amended  except by an instrument in writing signed by or on behalf of the
parties hereto.

21.2. Binding  Effect. This Lease shall be binding  upon and inure to the
benefit of the  parties and their  respective,  permitted successors, heirs,
executors, administrators, assigns, and all persons claiming by, through or
under them.

21.3. Captions,  Headings and Titles. The captions,  headings and titles of the
various  sections of this Lease are for  convenience  only and are not to be
construed as confining or limiting in any way the scope or intent of the parties
or the provisions hereof. Whenever the context requires or permits, the singular
shall  include  the  plural,  the plural  shall  include  the  singular  and the
masculine, feminine and neuter shall be freely interchangeable.

21.4. Compliance with All Laws. The Second Party shall not to violate any law or
regulation  including,  without  limitation,  any gaming law or regulation or to
engage in any act or  omission  which tends to bring  discredit  upon the gaming
industry  or  otherwise  jeopardizes  the  other  party's  ability  to engage in
business with  businesses  licensed by any  applicable  regulatory  authorities.

First Party shall use its good faith  judgment in  determining  whether any such
violation,  act or  omission  of  Second  Party or its  directors,  officers  or
managers,  if any,  places First  Party's  business or licenses at risk and upon
such  determination  First Party shall have the right to  immediately  terminate
this Lease or any Lease  Schedule  without  further  liability to Second  Party.

21.5. Conduct.  Second Party acknowledges that First Party, its subsidiaries and
affiliates,  have a positive  reputation in the finance and gaming  industry and
that First Party and its  subsidiaries  and affiliates are subject to regulation
and  licensing  and desire to maintain  their  reputation  and receive  positive
publicity.  Second  Party  therefore  agrees that  throughout  the Term,  Second
Party`s directors, officers and managers will not conduct themselves in a manner
which is contrary  to the best  interests  of, nor in any manner that  adversely
affects or is detrimental to, First Party, its  subsidiaries or affiliates,  and
will not directly or indirectly  make any oral,  written or recorded  private or
public  statement  or  comment  that is  disparaging,  critical,  defamatory  or
otherwise not in the best  interests of PDS or its  subsidiaries  or affiliates.
First Party shall use its good faith business  judgment in  determining  whether
the conduct of Second Party`s directors,  officers or managers adversely affects
PDS, its subsidiaries or affiliates,  and upon such determination PDS shall have
the right to  immediately  terminate this Lease or any Lease  Schedules  without
further liability to Second Party.

21.6.    Confidentiality.
21.6.1.  Second Party shall not disclose  information relating to the operations
of PDS, its affiliates or subsidiaries,  to persons other than the management of
PDS  or  to  those  governmental  or  regulatory  authorities  having  competent
jurisdiction  over PDS or it's  business,  unless  PDS shall  have  given  prior
written  consent for the  release of such  information.  PDS may require  Second
Party to execute a nondisclosure agreement in connection with this Agreement and
Second Party, if so requested by PDS, agrees to execute the same.

21.6.2.   PDS  and  its  employees  shall  keep  all   statistical,   financial,
confidential,  and/or personal data requested, received, stored or viewed by PDS
in connection with this Agreement in the strictest confidence. PDS agrees not to
divulge to third parties,  without the written consent of Second Party, any such
information  unless:  [i] the information is known to PDS prior to obtaining the
same;  [ii] the  information  is, at the time of  disclosure by PDS, then in the
public domain;  [iii] the  information is obtained by PDS from a third party who
did not receive same,  directly or  indirectly  from Second Party and who has no
obligation of secrecy with respect thereto; or [iv] the information is requested
by and divulged to a  governmental  or  regulatory  authority  having  competent
jurisdiction  over PDS or it's  business.  PDS further  agrees that it will not,
without the prior written  consent of Second Party,  disclose to any third party
any  information  developed  or  obtained  by  PDS in the  performance  of  this
Agreement  except to the extent that such  information  falls  within one of the
categories described above.

21.7. Counterparts. This Lease may be executed in as many counterparts as may be
deemed necessary and convenient, and by the different parties hereto on separate
counterparts,  each of  which,  when  so  executed,  shall  be  deemed  to be an
original,  but all such  counterparts  together shall constitute but one and the
same document.
                                        9
<PAGE>
21.8.  Effective Only Upon Execution by Authorized  Officer.  Neither this Lease
nor any Lease Schedule shall be deemed to constitute an offer or be binding upon
First  Party  until   executed  by  First   Party's   authorized   officer.   No
representations  made by any First Party's  salespersons or anyone else shall be
binding unless  incorporated  herein in writing.  21.9. Entire  Agreement.  This
Lease  along  with any Lease  Schedules  and  related  instruments  executed  in
connection  therewith  constitutes the entire agreement between the parties with
respect to the  subject  matter  hereof  and  supersedes  all prior  agreements,
promises,  negotiations,  representations or understandings,  whether written or
oral, between the parties hereto relating to the subject matter of this Lease or
any   Lease   Schedules.   Any   prior   agreements,   promises,   negotiations,
representations  or  understandings,  either oral or written,  not expressly set
forth in this Lease,  any Lease  Schedule,  or related  instruments  executed in
connection therewith shall no force or effect.

21.10. Further Assurances. The parties further covenant and agree to do, execute
and deliver, or cause to be done, executed and delivered, and covenant and agree
to use their best efforts to cause their  successors  and assigns to do, execute
and deliver, or cause to be done, executed and delivered, all such further acts,
transfers and assurances,  for  implementing  the intention of the parties under
this Agreement,  as the parties  reasonably shall request.  The parties agree to
execute any additional  instruments or agreements necessary to effect the intent
of this Lease.

21.11.   Governing Law.
21.11.1.  The  substantive  and  procedural  laws of the State of Colorado shall
govern the validity, construction,  interpretation,  performance and enforcement
of this Agreement and the parties agree to jurisdiction in Colorado. The parties
also hereby agree that any action  and/or  proceeding  in  connection  with this
Agreement  shall  only be  brought  in the  venue of  Gilpin  County,  Colorado.

21.11.2.  In the event that  Second  Party is an Indian  Tribe as defined by the
Indian Gaming  Regulatory Act, 25 U.S.C.  ss.2701 et seq. or a sovereign nation,
the parties  agree that the  immediate  section above shall be null and void and
Second Party hereby grants a limited waiver of its Sovereign  Immunity,  for the
sole benefit of First Party,  such waiver being  limited to actions or claims by
First Party against Second Party, or by Second Party against First Party,  which
shall arise directly from, or are related to, this Agreement. Any action brought
by or against  First  Party may be brought  only in the United  States  District
Court most near Second Party`s primary place of business.  The law to be applied
by said United States  District Court in any such action shall be the law of the
State of Nevada,  including the Uniform Commercial Code, as adopted by the State
of Nevada, without reference to any Nevada choice of law provisions.

21.11.3.  Without in any way limiting the  generality of the  foregoing,  Second
Party expressly authorizes any governmental or other agency authorities who have
the right and duty under applicable law to take any and all action authorized or
ordered by any court, including without limitation,  entering the land of Second
Party and  repossessing the Equipment or otherwise giving effect to any judgment
entered. It is the intent of the parties that First Party will be able to obtain
possession  of the  Equipment in  accordance  with the rights  afforded it under
applicable laws and/or any court order.

21.12. Governmental  Regulations.  Notwithstanding anything in this Lease or any
Lease Schedule to the contrary, in the event any federal,  state, local or other
governmental    body's    statutes,    laws,    rules,    or   regulations   are
enacted/promulgated,  the impact of which  will  materially  impact the  methods
and/or  costs of First Party under this Lease or any Lease  Schedule,  then,  in
that event,  First Party,  upon written  notice to Second  Party,  may request a
renegotiation  of this Lease or any Lease Schedule.  Any  modifications  to this
Lease or any Lease  Schedule  resulting  from such  renegotiation  shall  become
effective on the latest date as permitted by the governmental body. In the event
the  parties  are  unable  to  reach  a  satisfactory   agreement   during  said
renegotiations,  First  Party  shall  have the right to cancel  the Lease or any
Lease Schedule at any time by not less than sixty (60) days prior written notice
to Second  Party,  whereupon the Lease and/or Lease  Schedule  shall be null and
void.

21.13.  Independence of Parties.  All persons hired or employed by each party in
the discharge of this Lease shall be considered  employees of that party and not
of any other party to this Lease and shall be solely and  exclusively  under the
hiring or employing party's direction and control.  Neither party nor any of its
employees  [i] shall be held or deemed  in any way to be an agent,  employee  or
official of the other party,  or [ii] shall have the authority to bind the other
party in any manner  whatsoever.  Each party further  agrees to have all persons
employed by it properly covered by worker's compensation or employer's liability
insurance,  as  required  by law and to assume and pay at its own cost all taxes
and  contributions  required  by an  employer  under  any and  all  unemployment
insurance,  old age pensions,  and other  applicable  so-called  Social Security
Acts.

21.14. Intellectual Property Rights not conveyed. Nothing in this Lease shall be
construed as to grant or convey to Second Party any right,  title or interest in
and to any intellectual property rights (including software,  patent,  copyright
and/or trademark) to any part of the Equipment.

21.15. Lease Irrevocable. This Lease is irrevocable for the full Term hereof and
the Rent shall not abate by reason of  termination  of Second  Party's  right of
possession  and/or the taking of  possession by the First Party or for any other
reason.
                                        10
<PAGE>
21.16.  License and  Permits.  Each party shall  obtain and  maintain on an
active and current basis, all licenses,  permits,  registrations,  approvals and
other authority as may be required from any applicable  federal,  state,  tribal
and local  governments and agencies having  jurisdiction over the subject matter
of this Lease and any Lease Schedule.

21.17.  Multiple Second Parties.  If more than one Second Party is named in this
Lease or a Lease  Schedule  the  liability  of each shall be joint and  several.

21.18. No Joint Venture, Partnership or Agency Relationship.  Neither this Lease
nor any Lease Schedule shall create any joint venture or partnership between the
parties.  Nothing  contained in this Lease and any Lease  Schedule  shall confer
upon  either  party  any  proprietary  interest  in,  or  subject a party to any
liability  for or in  respect  of  the  business,  assets,  profits,  losses  or
obligations of the other. Nothing herein contained shall be read or construed so
as to make the parties a  partnership,  nor shall anything  contained  herein be
read or  construed in any way to restrict the freedom of either party to conduct
any  business or activity  whatsoever  without any  accountability  to the other
party. Neither party shall be considered to be an agent or representative of the
other  party  or  have  any  authority  or  power  to act for or  undertake  any
obligation  on behalf of the other party except as expressly  authorized  by the
other party in writing. Any such unauthorized  representation or action shall be
considered a breach of this Lease and any Lease Schedule.

21.19. Nondiscrimination. Neither party shall discriminate against any person on
the basis of race,  color,  sex,  national origin,  disability,  age,  religion,
handicapping condition (including AIDS or AIDS related conditions), or any other
class protected by United States federal law or regulation.

21.20. Non-Party Beneficiaries. Nothing herein, whether express or implied shall
be construed to give any person other than the parties, and their successors and
permitted  assigns,  any legal or equitable  right,  remedy of claim under or in
respect  of this  Lease and any  Lease  Schedule;  but this  Lease and any Lease
Schedule shall be held to be for the sole and exclusive  benefit of the parties,
and their successors and assigns.

21.21. Notices. Except as otherwise required by law, all notices required herein
shall be in writing and sent by prepaid certified mail or by courier,  addressed
to the party at the address or addresses of the party  specified  herein or such
other address  designated  in writing.  Notices are deemed to have been received
[i] on the fourth  business  day  following  posting  thereof in the U.S.  Mail,
properly  addressed  and postage  prepaid,  [ii] when  received in any medium if
confirmed or receipted for in the manner  customary in the medium  employed,  or
[iii] if  acknowledged in any manner by the party to whom the  communication  is
directed.

21.22. Privileged Licenses.

21.22.1.  Second  Party  acknowledges  that First  Party,  its  parent  company,
subsidiaries  and  affiliates,  are businesses that are or may be subject to and
exist because of privileged  licenses  issued by  governmental  authorities.  If
requested to do so by First Party,  Second Party, and its agents,  employees and
subcontractors,  shall obtain any license, qualification,  clearance or the like
which  shall be  requested  or  required  of any of them by  First  Party or any
regulatory authority having jurisdiction over First Party or any parent company,
subsidiary  or  affiliate  of First  Party.  If  Second  Party,  or its  agents,
employees,  or  subcontractors,  fails to satisfy such  requirement  or if First
Party or any parent company,  subsidiary or affiliate of First Party is directed
to cease business with Second Party or its agents,  employees or  subcontractors
by any such authority, or if First Party shall in good faith determine, in First
Party's sole and exclusive  judgment,  that Second Party,  or any of its agents,
employees,  subcontractors, or representatives [i] is or might be engaged in, or
is about  to be  engaged  in,  any  activity  or  activities,  or [ii] was or is
involved in any  relationship,  either of which could or does  jeopardize  First
Party's business or such licenses,  or those of a parent company,  subsidiary or
affiliate, or if any such license is threatened to be, or is, denied, curtailed,
suspended  or  revoked,  this Lease and any Lease  Schedule  may be  immediately
terminated by First Party without  further  liability to Second Party.

21.22.2.  Second Party further  acknowledges its  understanding  that it is
illegal for a denied gaming license applicant or a revoked gaming licensee, or a
business entity under such a person's control, to enter or attempt to enter into
a contract with First Party, its parent company,  subsidiaries or any affiliate,
without the prior approval of the Nevada Gaming  Commission or other  applicable
gaming authorities.  Second Party affirms that it is not such a person or entity
and that it is not under the  control  of such a person;  and  agrees  that this
Lease and any Lease Schedule is subject to immediate termination by First Party,
without further  liability to Second Party, if Second Party is or becomes such a
person or entity or is under the control of such a person.

21.23. Pronouns.Masculine or feminine pronouns shall be substituted for the
neuter form and vice versa, and the plural shall be substituted for the singular
form and vice versa, in any place or places herein in which the context requires
such substitution or substitutions.
                                        11
<PAGE>
21.24. Regulatory Approvals. Certain transactions contemplated by this Lease and
any  Lease  Schedule  may  require  the  approval  of  governmental   regulatory
authorities. Those transactions are entirely conditional upon and subject to the
prior approval of such authority.  If the transactions are not so approved, they
shall be null and void ab initio.  The parties shall  cooperate with one another
and move  promptly  with due diligence and in good faith to request any required
or  appropriate  regulatory  approvals.   If  the  action  or  inaction  of  any
governmental  regulatory  authority renders the parties unable to consummate any
transaction  contemplated  by this Lease and any Lease  Schedule  which  thereby
denies a party a  material  benefit  contemplated  by this  Lease  and any Lease
Schedule  resulting in the unjust  enrichment  of the other  party,  the parties
shall  negotiate in good faith an amendment to this Lease and any Lease Schedule
which fairly compensates the party denied the benefit.

21.25.  Riders. In the event that any riders are attached hereto and made a part
hereof and if there is a conflict between the terms and provisions of any rider,
including any Lease Schedule and the terms and provisions  herein, the terms and
provisions  of the rider or Lease  Schedule  shall control to the extent of such
conflict.

21.26.  Setoffs.  The monies owed by Second  Party  herein shall be paid in full
when due under the terms of this Lease and any Lease  Schedule  without right of
setoff  of any  monies  owed by First  Party to  Second  Party  under  any other
agreement or for any other purpose.  21.27.  Severability.  Each term, covenant,
condition or provision of this Lease and any Lease  Schedule  shall be viewed as
separate and distinct, and in the event that any such term, covenant,  condition
or provision  shall be held by a court of competent  jurisdiction to be invalid,
the remaining provisions shall continue in full force and effect.

21.28. Subcontracting. Second Party shall not subcontract any of its obligations
herein,  or any portion  thereof,  without First Party's prior written  consent.
Consent by First Party to any  subcontracting  of Second Party`s  obligations or
responsibilities  as set forth in this Lease and any Lease Schedule shall not be
deemed  to  create  a  contractual  relationship  between  First  Party  and the
subcontracting party.

21.29.  Suitability.  Second Party  understands and acknowledges that this Lease
and any Lease Schedule,  at First Party's  discretion,  may be subject to Second
Party  and  its  principals  completing  and  submitting  to  First  Party a due
diligence compliance  questionnaire  (including an Authorization for the Release
of Information) and being found suitable by First Party's Compliance  Committee.
Notwithstanding  any other provision in this Lease and any Lease Schedule to the
contrary,  First Party may terminate this Lease and any Lease  Schedule  without
further  obligation  or  liability  to Second Party if, in the judgment of First
Party's  Compliance  Committee,  the  relationship  with  Second  Party  or  its
principals could subject First Party to disciplinary action or cause First Party
to lose or become  unable  to obtain or  reinstate  any  federal,  state  and/or
foreign registration,  license or approval material to First Party's business or
the business of any First Party subsidiary.

21.30.  Survival of  Indemnities.  All indemnities of Second Party shall survive
and continue in full force and effect for events  occurring  prior to the return
of  the  Equipment  to  the  First  Party,  notwithstanding  the  expiration  or
termination of the Term.

21.31. Third Party Beneficiary.  Second Party agrees that First Party is an
express Third Party Beneficiary of the covenants and representations made in the
Indenture  (as  defined  in  section  12 of this  Lease)  and all  documents  or
instruments  executed by and between  Second  Party and its parent  corporation,
Riviera Holdings  Corporation,  including,  but not necessarily  limited to that
Keep-Well  Agreement  dated as of June 3, 1999,  and that First  Party  shall be
entitled to rely on the terms  contained  therein and to enforce  this Lease and
any Lease Schedules.

21.32.  Time of  Essence.  Time is of the  essence  of this  Lease and any Lease
Schedules.  In the  event the  provisions  of this  Lease or any Lease  Schedule
require  any  act to be done  or to be  taken  hereunder  on a date  which  is a
Saturday,  Sunday or legal  holiday,  such act or action shall be deemed to have
been validly done or taken on the next  succeeding  day which is not a Saturday,
Sunday or legal holiday.

21.33. Waiver. The failure of any party to insist, in any one or more instances,
upon performance of any of the provisions of this Lease or any Lease Schedule or
to take advantage of any of its rights  hereunder  shall not operate as a waiver
thereof or preclude any other or further exercise thereof or the exercise of any
other right or power.  Accordingly,  the acceptance of rent by First Party after
it is due shall not be  deemed to be a waiver of any  breach by Second  Party of
its obligations under this Lease or any Lease Schedule.
                                        12
<PAGE>

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date set forth above.

LESSEE:                                   PDS:

By: s/s Duane Krohn                          By:s/s Joe S. Rolston IV
   -------------------------------           ---------------------------------

Print Name:Duane Krohn                       Print Name:Joe S. Rolston IV
           -----------------------                   -------------------------

Its: Treasurer                               Its:Vice President/General Counsel
    -----------------------------            --------------------------------



                              CONSENT AND AGREEMENT

The undersigned hereby consents and agrees to the Third Party beneficiary status
of PDS Financial  Corporation-Colorado as more particularly set forth in section
21.31 of this Agreement.

                                                   RIVIERA HOLDINGS CORPORATION

                                                   By:s/s Duane Krohn
                                                      -------------------------
                                                   Print Name:Duane Krohn
                                                              -----------------
                                                   Its:Treasurer
                                                        -----------------------
                                        13
<PAGE>



EXHIBIT 10.21

                             AMENDED AND RESTATED
                 LEASE SCHEDULE NO. 1 TO MASTER LEASE AGREEMENT
                  (with Purchase/Renewal and/or Upgrade Option)

         THIS  AMENDED  AND  RESTATED  LEASE  SCHEDULE  NO.  1  ("Amended  Lease
Schedule")  with an effective date of December 13, 1999 amends and restates that
Lease  Schedule No. 1 dated December 13, 1999 and is attached to and made a part
of   the   Master   Lease    Agreement    ("Lease")    between   PDS   FINANCIAL
CORPORATION-COLORADO, a Colorado corporation ("Lessor"), and RIVIERA BLACK HAWK,
INC., a Colorado corporation ("Lessee"), dated December 13, 1999.

1.DEFINITIONS.  Terms not otherwise defined in this Amended Lease Schedule
shall have the meaning  attributed to such terms in the Lease.

2.DESCRIPTION OF EQUIPMENT.  The equipment  listed on Attachment "A" to this
Amended Lease Schedule (the  "Equipment") is added to the equipment leased under
 the Lease and made subject to the provisions of the Lease.

3. COMMENCEMENT  DATE. The Commencement Date for the Equipment leased under this
Amended Lease Schedule shall be the Acceptance Date set forth in the Certificate
of Delivery,  Installation and Acceptance  executed by Lessee in connection with
this Amended Lease Schedule (December 20, 1999).

4.TERM.  The Term shall commence on the Commencement Date and shall continue for
60 consecutive months.

5.BASIC RENT AND PAYMENTS.  The Basic Rent due each month during the Term for
the Equipment is as follows:

a. The first payment of basic rent (not including  applicable  taxes) under this
Amended Lease  Schedule in an amount equal to $29,608.15  shall be initially due
and payable on February 1, 2000. The second payment of basic rent (not including
applicable  taxes)  under this  Amended  Lease  Schedule  in an amount  equal to
$29,608.15  shall be due and  payable  on March 1, 2000

b. The Third payment of basic rent (not including  applicable  taxes) under
this Amended  Lease  Schedule in an amount equal to  $57,375.40  ("Basic  Rent")
shall be initially due and payable on April 1, 2000. Basic Rent in the amount of
$57,375.40  shall be due and payable on the same calendar day of the  subsequent
months.  All  remaining  payments  of Basic Rent shall be due and payable on the
same calendar day of each month for the remainder of the Term.

c. In addition to the monthly  Basic Rent due as set forth  above,  Lessee shall
pay or reimburse Lessor for all taxes which may be imposed by any Federal, State
or local authorities in connection with the delivery, transfer and/or leasing of
the Equipment,  including,  but not necessarily  limited to all property,  sales
and/or use taxes levied or assessed  regardless of whether such taxes are levied
or assessed against Lessor or Lessee.

6. SECURITY DEPOSIT.  Due and payable on the Commencement Date, Lessee shall pay
to Lessor,  a Security  Deposit in an amount equal to one (1) month of the Basic
Rent. The Security  Deposit will be held by the Lessor for the Term of the Lease
and will be  returned to Lessee upon  satisfactory  completion  of the terms and
conditions  of the Lease or may be applied to the last payment of Basic Rent, at
Lessee's option.

7.PURCHASE, RENEWAL AND/OR UPGRADE OPTION TO AMENDED LEASE SCHEDULE.

a.Except as set forth in Section  13 of the  Lease,  if Lessee has not been in
default  under the Term (as defined  above),  Renewal  Term  (defined  below) or
Automatic  Renewal  Term  (defined  below)  of the Lease or this  Amended  Lease
Schedule, Lessor grants Lessee the following option(s):

(i) Purchase  Option:  At the expiration of the Term,  Renewal Term or Automatic
Renewal  Term,  Lessee may purchase  all but not less than all of the  Equipment
described  in the  Amended  Lease  Schedule  for the  fair  market  value of the
Equipment  as of the  date of  expiration  of the  Term  ("Exercise  Price")  as
determined by an independent  appraiser  mutually  selected by Lessor and Lessee
(the "Purchase Option").

(ii) Renewal Option:  At the expiration of the Term,  Lessee may renew the Lease
Term for a period of 12 months  ("Renewal  Term") at the then fair market rental
as determined by an independent appraiser mutually selected by Lessor and Lessee
(the  "Renewal  Option").
                                        1
<PAGE>
(iii) Upgrade Option:  After 18 months from the Commencement  Date,  Lessee
shall have the right to replace  or upgrade up to 10% of the  Equipment  (at the
then fair market wholesale value) at anytime prior to the expiration of the 19th
month of this Amended Lease  Schedule and after 30 months from the  Commencement
Date,  Lessee  shall  have the  right to  replace  or  upgrade  up to 10% of the
original Equipment (at the then fair market wholesale value) at anytime prior to
the  expiration of the 31st month of this Amended Lease  Schedule  (collectively
the  "Upgrade  Option")  with  new  slot  machines  acceptable  to  Lessor  (the
"Replacement Equipment") in its sole discretion only if the following conditions
are met to the reasonable  satisfaction of Lessor:  (i) Lessee is not in default
under the  Lease,  (ii) there are no  material  changes  to  Lessee's  condition
(financial,  business or otherwise),  (iii) Lessee gives Lessor 90 days' written
notice of the exercise of the Upgrade  Option,  (iv) Lessee  agrees to lease the
Replacement   Equipment  from  Lessor  under  a  new  Equipment  lease  schedule
reflecting  terms and rental factor  consistent with terms  generally  available
from Lessor at that time,  and (v) Lessee  delivers  the  returned  Equipment to
Lessor in like new condition, normal wear and tear excepted. Upon receipt of the
returned  Equipment and execution of the  appropriate  documents  evidencing the
obligation of the Lessee to lease the Replacement Equipment, Lessor shall reduce
the Basic Rent due under the Equipment  Schedule  based on the then  established
wholesale value (as determined by Lessor) of the Equipment. .

(iv) Option to Return Equipment:  At the expiration of the Term, Renewal Term or
Automatic  Renewal  Term,  Lessee  shall  return  the  Equipment  to Lessor at a
facility  designated by Lessor,  according to the terms of the Lease.  b. Unless
otherwise  specified  above,  Lessee must give written notice of the exercise of
any option 120 days prior to the  expiration of any term.  If written  notice of
exercise  of any  Purchase  Option or Renewal  Option is not  received  within a
notification   period  as  specified  herein,   the  applicable  term  shall  be
automatically  renewed for an additional  120 days at the most recent Basic Rent
as set forth under the Amended Lease Schedule (the  "Automatic  Renewal  Term").
Upon timely  receipt of such notice of  exercise,  receipt of the payment of all
Rent due under the Lease and payment of the Exercise  Price,  Lessor will,  with
exercise of the  Purchase  Option,  execute and deliver to Lessee a Bill of Sale
for the Equipment  described in the Amended Lease Schedule.  Upon failure of the
Lessor  to so  deliver a Bill of Sale,  this  Option  shall  then  constitute  a
conveyance  of the  Equipment  in  accordance  herewith.  Payment in full of the
Exercise Price shall be due and payable on or before the expiration of the Term,
Renewal Term or Automatic  Renewal Term. If Lessee has not been in default under
the terms of the Lease at the expiration of the Term,  Renewal Term or Automatic
Renewal Term, Lessee may, upon 120 days advance written notice, notify Lessor of
its decision to terminate the Amended Lease Schedule and thereupon Lessee shall,
at Lessee's expense,  return the Equipment to Lessor at a facility designated by
Lessor, according to the terms of the Lease. Lessee shall in all respects remain
obligated under the Lease for payment of Rent, care, maintenance,  delivery, use
and insurance of the Equipment  until Lessor inspects and accepts the Equipment.
In the event it shall at any time be  determined  that by reason of the  options
hereby given or otherwise  that the lease of the Equipment to which the Purchase
Option or the  Renewal  Option  applies  was in fact a sale to the Lessee of the
Equipment,  the Lessee agrees that neither it nor its  successors or assigns has
or will have any claim or cause of action  against  Lessor,  its  successors  or
assigns, for any reason for loss sustained by virtue of such determination.
c. Lessee  acknowledges  that the  Equipment  sold by Lessor  under the Purchase
Option is being sold in an "as is, where is" condition.  Lessor makes,  and will
make, no representations or warranties regarding the Equipment,  its suitability
for Lessee's purpose, or its compliance with any laws. Lessee hereby assumes all
liability for the Equipment and agrees to indemnify  Lessor per the terms of the
Lease for any claims whatsoever arising out of the purchase of the Equipment.

8.       INCORPORATION  OF LEASE.  All of the  provisions  of the Lease are
incorporated  by  reference  herein as if set forth fully herein.

Dated: 1/25/00
      ------------------

LESSEE:                                          LESSOR:

By:s/s Duane Krohn                              By:s/s Joe S. Rolston IV
   ----------------------------------              ----------------------------
         (Authorized Officer)                              (Authorized Officer)
Print Name: Duane Krohn                         Print Name:Joe S. Rolston IV
           --------------------------                      --------------------
Title:Treasurer                                 Title:Vice Pres/General Counsel
      -------------------------------                  ------------------------
                                        2
<PAGE>
EXHIBIT 10.22

                              AMENDED AND RESTATED
                 LEASE SCHEDULE NO. 2 TO MASTER LEASE AGREEMENT
                  (with Purchase/Renewal and/or Upgrade Option)

         THIS  AMENDED  AND  RESTATED  LEASE  SCHEDULE  NO.  2  ("Amended  Lease
Schedule")  with an effective date of December 13, 1999 amends and restates that
Lease  Schedule No. 2 dated December 13, 1999 and is attached to and made a part
of   the   Master   Lease    Agreement    ("Lease")    between   PDS   FINANCIAL
CORPORATION-COLORADO, a Colorado corporation ("Lessor"), and RIVIERA BLACK HAWK,
INC., a Colorado corporation ("Lessee"), dated December 13, 1999.

1.DEFINITIONS. Terms not otherwise defined in this Amended Lease Schedule shall
have the meaning  attributed to such terms in the Lease.

2.DESCRIPTION OF EQUIPMENT.  The equipment  listed on Attachment "A" to this
Amended Lease Schedule (the  "Equipment")  is added to the equipment leased
under the Lease and made subject to the provisions of the Lease.

3.COMMENCEMENT DATE. The Commencement Date for the Equipment leased under this
Amended Lease Schedule shall be the Acceptance Date set forth in the Certificate
of Delivery,  Installation and Acceptance  executed by Lessee in connection with
this Amended Lease Schedule (December 20, 1999).

4.TERM.  The Term shall commence on the Commencement Date and shall continue
for 60 consecutive months.

5. BASIC RENT AND PAYMENTS.  The Basic Rent due each month during the Term for
the Equipment is as follows:

a. The first payment of basic rent (not including  applicable  taxes) under this
Amended Lease  Schedule in an amount equal to $32,299.80  shall be initially due
and payable on February 1, 2000. The second payment of basic rent (not including
applicable  taxes)  under this  Amended  Lease  Schedule  in an amount  equal to
$32,299.80  shall be due and  payable  on March 1, 2000

b. The Third payment of basic rent (not including  applicable  taxes) under
this Amended  Lease  Schedule in an amount equal to  $65,529.79  ("Basic  Rent")
shall be initially due and payable on April 1, 2000. Basic Rent in the amount of
$65,529.79  shall be due and payable on the same calendar day of the  subsequent
months.  All  remaining  payments  of Basic Rent shall be due and payable on the
same calendar day of each month for the remainder of the Term.

c. In addition to the monthly  Basic Rent due as set forth  above,  Lessee shall
pay or reimburse Lessor for all taxes which may be imposed by any Federal, State
or local authorities in connection with the delivery, transfer and/or leasing of
the Equipment,  including,  but not necessarily  limited to all property,  sales
and/or use taxes levied or assessed  regardless of whether such taxes are levied
or assessed against Lessor or Lessee.

6. SECURITY DEPOSIT. Due and payable on the Commencement Date, Lessee shall pay
to Lessor,  a Security  Deposit in an amount equal to one (1) month of the Basic
Rent. The Security  Deposit will be held by the Lessor for the Term of the Lease
and will be  returned to Lessee upon  satisfactory  completion  of the terms and
conditions  of the Lease or may be applied to the last payment of Basic Rent, at
Lessee's option.

7.PURCHASE, RENEWAL AND/OR UPGRADE OPTION TO AMENDED LEASE SCHEDULE.
a.  Except as set forth in Section  13 of the  Lease,  if Lessee has not been in
default  under the Term (as defined  above),  Renewal  Term  (defined  below) or
Automatic  Renewal  Term  (defined  below)  of the Lease or this  Amended  Lease
Schedule, Lessor grants Lessee the following option(s):

(i) Purchase Option:  At the expiration of the Term, Lessee may purchase all but
not less than all of the Equipment  described in the Lease  Schedule for the sum
of $1.00 ("Exercise Price") (the "Purchase Option").

b. Lessee acknowledges that the Equipment sold by Lessor under the Purchase
Option is being sold in an "as is, where is" condition.  Lessor makes,  and will
make, no representations or warranties regarding the Equipment,  its suitability
for Lessee's purpose, or its compliance with any laws. Lessee hereby assumes all
                                        1
<PAGE>
liability for the Equipment and agrees to indemnify  Lessor per the terms of the
Lease for any claims whatsoever arising out of the purchase of the Equipment.

8. INCORPORATION  OF LEASE.  All of the  provisions  of the Lease are
incorporated  by  reference  herein as if set forth  fully herein.

Dated:1/25/00
      ------------------

LESSEE:                                          LESSOR:

By:s/s Duane Krohn                              By: s/s Joe S. Rolston IV
   ----------------------------------              ----------------------------
         (Authorized Officer)                              (Authorized Officer)
Print Name: Duane Krohn                         Print Name: Joe S. Rolston IV
           --------------------------                      --------------------
Title:Treasurer                                 Title:Vice Pres/General Counsel
      -------------------------------                  ------------------------
                                        2
<PAGE>


EXHIBIT 10.23

                 LEASE SCHEDULE NO. 3 TO MASTER LEASE AGREEMENT
                  (with Purchase/Renewal and/or Upgrade Option)

     THIS LEASE SCHEDULE NO. 3 ("Lease Schedule") is attached to and made a part
of   the   Master   Lease    Agreement    ("Lease")    between   PDS   FINANCIAL
CORPORATION-COLORADO, a Colorado corporation ("Lessor"), and RIVIERA BLACK HAWK,
INC., a Colorado corporation ("Lessee"), dated December 13, 1999.

1. DEFINITIONS.  Terms not  otherwise  defined in this Lease  Schedule shall
have the  meaning  attributed  to such terms in the Lease.

2. DESCRIPTION OF EQUIPMENT.  The equipment  listed on Attachment "A" to this
Lease  Schedule (the  "Equipment")  is added to the equipment leased under the
Lease and made subject to the provisions of the Lease.

3. COMMENCEMENT DATE.  The Commencement Date for the Equipment leased under
this Lease Schedule shall be March 15, 2000.

4.TERM.  The Term shall commence on the Commencement Date and shall continue
for 60 consecutive months.

5.BASIC RENT AND PAYMENTS.  The Basic Rent due each month during the Term for
the Equipment is as follows:

a. The first payment of basic rent (not including  applicable  taxes) under this
Lease  Schedule in an amount  equal to  $25,391.85  shall be  initially  due and
payable  on March 15,  2000.  The second  payment  of basic rent (not  including
applicable  taxes) under this Lease  Schedule in an amount  equal to  $25,391.85
shall be due and  payable on April 15,  2000

b. The Third payment of basic rent (not including  applicable  taxes) under
this Lease  Schedule in an amount equal to  $49,204.96  ("Basic  Rent") shall be
initially  due and  payable  on May  15,  2000.  Basic  Rent  in the  amount  of
$49,204.96  shall be due and payable on the same calendar day of the  subsequent
months.  All  remaining  payments  of Basic Rent shall be due and payable on the
same calendar day of each month for the remainder of the Term.

c. In addition to the monthly  Basic Rent due as set forth  above,  Lessee shall
pay or reimburse Lessor for all taxes which may be imposed by any Federal, State
or local authorities in connection with the delivery, transfer and/or leasing of
the Equipment,  including,  but not necessarily  limited to all property,  sales
and/or use taxes levied or assessed  regardless of whether such taxes are levied
or assessed against Lessor or Lessee.

6. SECURITY DEPOSIT. Due and payable on the Commencement Date, Lessee shall pay
to Lessor,  a Security  Deposit in an amount equal to one (1) month of the Basic
Rent. The Security  Deposit will be held by the Lessor for the Term of the Lease
and will be  returned to Lessee upon  satisfactory  completion  of the terms and
conditions  of the Lease or may be applied to the last payment of Basic Rent, at
Lessee's option.

7.      PURCHASE, RENEWAL AND/OR UPGRADE OPTION TO LEASE SCHEDULE.

a.  Except as set forth in Section  13 of the  Lease,  if Lessee has not been in
default  under the Term (as defined  above),  Renewal  Term  (defined  below) or
Automatic  Renewal  Term  (defined  below) of the Lease or this Lease  Schedule,
Lessor grants Lessee the following option(s):

(i) Purchase  Option:  At the expiration of the Term,  Renewal Term or Automatic
Renewal  Term,  Lessee may purchase  all but not less than all of the  Equipment
described in the Lease Schedule for the fair market value of the Equipment as of
the date of  expiration  of the Term  ("Exercise  Price")  as  determined  by an
independent  appraiser  mutually  selected by Lessor and Lessee  (the  "Purchase
Option").  (ii) Renewal Option:  At the expiration of the Term, Lessee may renew
the  Lease  Term for a period  of 12  months  ("Renewal  Term") at the then fair
market rental as determined by an  independent  appraiser  mutually  selected by
Lessor and Lessee (the "Renewal Option").  (iii) Upgrade Option: After 18 months
from the Commencement Date, Lessee shall have the right to replace or upgrade up
to 10% of the  Equipment  (at the then fair market  wholesale  value) at anytime
prior to the  expiration  of the 19th month of this Lease  Schedule and after 30
months from the  Commencement  Date,  Lessee  shall have the right to replace or
upgrade up to 10% of the original  Equipment (at the then fair market  wholesale
value)  at  anytime  prior to the  expiration  of the 31st  month of this  Lease
Schedule  (collectively the "Upgrade Option") with new slot machines  acceptable
to Lessor  (the  "Replacement  Equipment")  in its sole  discretion  only if the
following  conditions  are met to the  reasonable  satisfaction  of Lessor:
                                        1
<PAGE>
(i)Lessee is not in default under the Lease,(ii)there are no material changes to
Lessee's condition (financial, business or otherwise), (iii) Lessee gives Lessor
90 days' written notice of the exercise of the Upgrade Option (iv) Lessee agrees
to lease the  Replacement  Equipment  from Lessor  under a new  Equipment  lease
schedule  reflecting  terms and rental factor  consistent  with terms  generally
available from Lessor at that time, and (v) Lessee delivers the return Equipment
to Lessor in like new condition,  normal wear and tear excepted. Upon receipt of
the returned Equipment and execution of the appropriate documents evidencing the
obligation of the Lessee to lease the Replacement Equipment, Lessor shall reduce
the Basic Rent due under the Equipment  Schedule  based on the then  established
wholesale value (as determined by Lessor) of the Equipment.
(iv) Option to Return Equipment:  At the expiration of the Term, Renewal Term or
Automatic  Renewal  Term,  Lessee  shall  return  the  Equipment  to Lessor at a
facility  designated by Lessor,  according to the terms of the Lease.  b. Unless
otherwise  specified  above,  Lessee must give written notice of the exercise of
any option 120 days prior to the  expiration of any term.  If written  notice of
exercise  of any  Purchase  Option or Renewal  Option is not  received  within a
notification   period  as  specified  herein,   the  applicable  term  shall  be
automatically  renewed for an additional  120 days at the most recent Basic Rent
as set forth under the Lease  Schedule  (the  "Automatic  Renewal  Term").  Upon
timely  receipt of such notice of  exercise,  receipt of the payment of all Rent
due under the Lease  and  payment  of the  Exercise  Price,  Lessor  will,  with
exercise of the  Purchase  Option,  execute and deliver to Lessee a Bill of Sale
for the Equipment described in the Lease Schedule. Upon failure of the Lessor to
so deliver a Bill of Sale, this Option shall then constitute a conveyance of the
Equipment in accordance herewith. Payment in full of the Exercise Price shall be
due and  payable  on or  before  the  expiration  of the Term,  Renewal  Term or
Automatic Renewal Term. If Lessee has not been in default under the terms of the
Lease at the  expiration  of the Term,  Renewal Term or Automatic  Renewal Term,
Lessee may, upon 120 days advance written notice,  notify Lessor of its decision
to terminate the Lease Schedule and thereupon Lessee shall, at Lessee's expense,
return the Equipment to Lessor at a facility designated by Lessor,  according to
the terms of the Lease.  Lessee shall in all respects remain obligated under the
Lease for payment of Rent, care, maintenance, delivery, use and insurance of the
Equipment until Lessor inspects and accepts the Equipment. In the event it shall
at any  time be  determined  that by  reason  of the  options  hereby  given  or
otherwise  that the lease of the  Equipment to which the Purchase  Option or the
Renewal Option  applies was in fact a sale to the Lessee of the  Equipment,  the
Lessee agrees that neither it nor its successors or assigns has or will have any
claim or cause of action  against  Lessor,  its  successors or assigns,  for any
reason  for  loss  sustained  by  virtue  of  such   determination.   c.  Lessee
acknowledges  that the  Equipment  sold by Lessor under the  Purchase  Option is
being sold in an "as is, where is"  condition.  Lessor makes,  and will make, no
representations  or warranties  regarding the  Equipment,  its  suitability  for
Lessee's  purpose,  or its compliance  with any laws.  Lessee hereby assumes all
liability for the Equipment and agrees to indemnify  Lessor per the terms of the
Lease for any claims whatsoever arising out of the purchase of the Equipment.

8.      INCORPORATION  OF LEASE.  All of the  provisions  of the Lease are
incorporated  by  reference  herein as if set forth  fully herein.

Dated: 2/17/00
      ------------------

LESSEE:                                          LESSOR:

By: s/s Duane Krohn                             By: s/s Joe S. Rolston IV
   ----------------------------------              ----------------------------
         (Authorized Officer)                              (Authorized Officer)
Print Name: Duane Krohn                         Print Name:Joe S. Rolston IV
           --------------------------                      --------------------
Title: Treasurer                                Title: Vice Pres/General Counsel
      -------------------------------                  ------------------------
                                        2
<PAGE>


EXHIBIT 10.24

                 LEASE SCHEDULE NO. 4 TO MASTER LEASE AGREEMENT
                  (with Purchase/Renewal and/or Upgrade Option)

     THIS LEASE SCHEDULE NO. 4 ("Lease Schedule") is attached to and made a part
of   the   Master   Lease    Agreement    ("Lease")    between   PDS   FINANCIAL
CORPORATION-COLORADO, a Colorado corporation ("Lessor"), and RIVIERA BLACK HAWK,
INC., a Colorado corporation ("Lessee"), dated December 13, 1999.

1.DEFINITIONS. Terms not otherwise defined in this Lease Schedule shall have
the  meaning  attributed  to such terms in the Lease.

2.DESCRIPTION OF EQUIPMENT. The equipment listed on Attachment "A" to this
Lease  Schedule (the  "Equipment")  is added to the  equipment  leased under the
Lease and made subject to the provisions of the Lease.  The capitalized  cost of
the Equipment is $1,215,081.67 ("Capitalized Equipment Cost").

3.COMMENCEMENT DATE.  The Commencement Date for the Equipment leased under this
 Lease Schedule shall be March 1, 2000.

4.TERM.  The Term shall commence on the Commencement Date and shall continue
for 60 consecutive months.

5.BASIC RENT AND PAYMENTS.  The Basic Rent due each month during the Term for
the Equipment is as follows:

a. The first payment of basic rent (not including  applicable  taxes) under this
Lease  Schedule in an amount  equal to  $20,000.00  shall be  initially  due and
payable on April 1,  2000.  The  second  payment  of basic  rent (not  including
applicable  taxes) under this Lease  Schedule in an amount  equal to  $20,000.00
shall be due and payable on May 1, 2000

b. The Third payment of basic rent (not including  applicable  taxes) under
this Lease  Schedule in an amount equal to  $26,546.82  ("Basic  Rent") shall be
initially  due and  payable  on June  1,  2000.  Basic  Rent  in the  amount  of
$26,546.82  shall be due and payable on the same  calendar day for the remaining
56  consecutive  months with a final  monthly  payment due and owing on the 60th
month in the amount of $117,677.95.  All payments of Basic Rent shall be due and
payable on the 1st day of each month for the entire Term.

c. In  addition to the monthly  Basic Rent due as set forth  above,  Lessee
shall pay or reimburse Lessor for all taxes which may be imposed by any Federal,
State or local  authorities  in connection  with the delivery,  transfer  and/or
leasing  of  the  Equipment,  including,  but  not  necessarily  limited  to all
property,  sales and/or use taxes levied or assessed  regardless of whether such
taxes are levied or assessed against Lessor or Lessee.

6. SECURITY DEPOSIT. Due and payable on the Commencement Date, Lessee shall pay
to Lessor,  a Security  Deposit in an amount equal to one (1) month of the Basic
Rent. The Security  Deposit will be held by the Lessor for the Term of the Lease
and will be  returned to Lessee upon  satisfactory  completion  of the terms and
conditions  of the Lease or may be applied to the last payment of Basic Rent, at
Lessee's option.

7.      PURCHASE, RENEWAL AND/OR UPGRADE OPTION TO LEASE SCHEDULE.

a. If Lessee has not been in default under the Term (as defined above),  Renewal
Term (defined  below) or Automatic  Renewal Term (defined below) of the Lease or
this Lease Schedule, Lessor grants Lessee the following option(s):

(i)Purchase Option:  At the expiration of the Term,  Lessee may purchase all but
 not less than all of the Equipment  described in the Lease Schedule for the sum
 of $1.00 ("Exercise Price") (the "Purchase Option").

b. Unless  otherwise  specified  above,  Lessee must give written  notice of the
exercise of any option 120 days prior to the  expiration of any term. If written
notice of  exercise of any  Purchase  Option or Renewal  Option is not  received
within a notification  period as specified herein,  the applicable term shall be
automatically  renewed for an additional  120 days at the most recent Basic Rent
as set forth under the Lease  Schedule  (the  "Automatic  Renewal  Term").  Upon
timely  receipt of such notice of  exercise,  receipt of the payment of all Rent
due under the Lease  and  payment  of the  Exercise  Price,  Lessor  will,  with
                                        1
<PAGE>
exercise of the  Purchase  Option,  execute and deliver to Lessee a Bill of Sale
for the Equipment described in the Lease Schedule. Upon failure of the Lessor to
so deliver a Bill of Sale, this Option shall then constitute a conveyance of the
Equipment in accordance herewith. Payment in full of the Exercise Price shall be
due and  payable  on or  before  the  expiration  of the Term,  Renewal  Term or
Automatic Renewal Term. If Lessee has not been in default under the terms of the
Lease at the  expiration  of the Term,  Renewal Term or Automatic  Renewal Term,
Lessee may, upon 120 days advance written notice,  notify Lessor of its decision
to terminate the Lease Schedule and thereupon Lessee shall, at Lessee's expense,
return the Equipment to Lessor at a facility designated by Lessor,  according to
the terms of the Lease.  Lessee shall in all respects remain obligated under the
Lease for payment of Rent, care, maintenance, delivery, use and insurance of the
Equipment until Lessor inspects and accepts the Equipment. In the event it shall
at any  time be  determined  that by  reason  of the  options  hereby  given  or
otherwise  that the lease of the  Equipment to which the Purchase  Option or the
Renewal Option  applies was in fact a sale to the Lessee of the  Equipment,  the
Lessee agrees that neither it nor its successors or assigns has or will have any
claim or cause of action  against  Lessor,  its  successors or assigns,  for any
reason for loss sustained by virtue of such determination.

c. Lessee  acknowledges  that the  Equipment  sold by Lessor  under the Purchase
Option is being sold in an "as is, where is" condition.  Lessor makes,  and will
make, no representations or warranties regarding the Equipment,  its suitability
for Lessee's purpose, or its compliance with any laws. Lessee hereby assumes all
liability for the Equipment and agrees to indemnify  Lessor per the terms of the
Lease for any claims whatsoever arising out of the purchase of the Equipment.

8.      INCORPORATION  OF LEASE.  All of the  provisions  of the Lease are
incorporated  by  reference  herein as if set forth  fully herein.

Dated: 2/25/00
      ------------------

LESSEE:                                          LESSOR:

By: s/s Duane Krohn                             By: s/s Peter D. Cleary
   ----------------------------------              ----------------------------
         (Authorized Officer)                              (Authorized Officer)
Print Name: Duane Krohn                         Print Name: Peter D. Cleary
           --------------------------                      --------------------
Title: Treasuer                                 Title: Treasurer
      -------------------------------                  ------------------------
                                        2
<PAGE>