<PAGE 22>

                                                        EXHIBIT 10.12
                         SETTLEMENT AGREEMENT

     This settlement agreement is entered into and made as of the date 
below, by and between American Gaming and Entertainment, Ltd. ("AGEL"), 
AmGam Associates ("AmGam"), American Gaming and Resorts of Mississippi, 
Inc. ("AGRM"), Shamrock Holdings Group, Inc. ("Shamrock"), Bennett 
Management and Development Co. ("Bennett"), the Official Committee of 
Unsecured Creditors of AmGam Associates (the "AmGam Committee"), and the 
Official Unsecured Creditors Committee of American Gaming and Resorts of 
Mississippi, Inc. (the "AGRM Committee").

                               Recitals

          Whereas AGEL is the owner of a casino barge in Biloxi, 
Mississippi commonly known as the "Gold Coast Casino Barge,"

          Whereas AmGam and AGRM (collectively the "Debtors") are chapter 
11 debtors-in-possession in cases pending before the United States 
Bankruptcy Court for the Southern District of Mississippi, Southern 
Division (the "Court") and have filed adversary proceedings against AGEL, 
Shamrock and Bennett seeking, among other things, to avoid the alleged 
fraudulent transfer of the Gold Coast Casino Barge to AGEL (the "Avoidance 
Action"); 

          Whereas Richard C. Breeden is the duly-appointed chapter 11 
trustee for Bennett and the president of Shamrock, both of which are 
debtors in cases pending before the United States Bankruptcy Court for the 
Northern District of New York;

          Whereas the Avoidance Action is being prosecuted by the AmGam 
Committee and the AGRM Committee (collectively the "Committees") as 
representatives of the estates for the benefit of their respective estates;

          Whereas AGEL, Shamrock and Bennett have asserted various defenses 
to the allegations set forth in the Avoidance Action;

          Whereas AGEL has filed proofs of claim against the Debtors in an 
amount in excess of $44,664,514.45;

          Whereas Shamrock asserts that it possesses claims against the 
Debtors in an amount in excess of $29,816,595.00;

          Whereas the Debtors assert various defenses to the claims filed 
or asserted by AGEL and Shamrock; 

          Whereas the Gold Coast Casino Barge presently is being chartered 
by AGEL to President Mississippi Charter Corporation ("President") pursuant 
to a Charter Agreement dated February 17, 1995 (the "President Lease");


<PAGE 23>

         Whereas President has purchased certain fixtures, furnishings and 
equipment pursuant to an order entered by the United States District Court 
for the Southern District of Mississippi on September 21, 1995 (the 
"President FF&E Purchase");

         Whereas the President Lease in the process of being amended 
pursuant to a settlement agreement with President approved on December 9, 
1997 by the Court (the "President Settlement");

         Whereas the parties to this agreement have compromised the 
disputes between them;

          NOW THEREFORE, in full and final compromise and settlement of all 
claims that AmGam, AGRM, the AmGam Committee and the AGRM Committee may 
have against AGEL, Shamrock and/or Bennett, and of all claims that AGEL and 
Shamrock may have against the Debtors, the Debtors' chapter 11 estates, 
and/or their representatives, the undersigned covenant and agree as 
follows:

                                  Agreement

I.     Settlement Terms:

     A.     On the eleventh (11th) day, or the first business day 
thereafter, following entry of an order (i) approving this settlement 
pursuant to Fed. R. Bankr. P. 9019 or (ii) confirming of a plan of 
reorganization under 11 U.S.C. Section 1129 incorporating the terms of this 
agreement, AGEL shall convey to a liquidating trustee appointed under a 
confirmed plan of reorganization, or such other entity designated by the 
Committees or appointed by the Court as the representative of the Debtors' 
estates if a plan of reorganization has not been confirmed, (i) an 
undivided 25% ownership interest in the Gold Coast Casino Barge, and (ii) 
an undivided 25% interest in all rights of the owner/lessor under the 
President Lease, which assets shall be held for the benefit of and 
distribution to the holders of allowed claims in the AmGam and AGRM 
bankruptcy cases, provided, however, that the terms of this provision will 
be inoperative if such order has been stayed by order of the Court and 
further that such terms will remain inoperative so long as such stay 
remains in effect.  The time allotted in this provision for conveyances 
required by this provision may be extended with the consent of the parties. 
 For purposes of this provision, time shall be calculated in the same 
manner provided for in Fed. R. Bankr. P. 9006(a).

     B.     AGEL and Shamrock agree, in consideration for the terms of this 
settlement, to waive all of their secured claims against the Debtors, with 
the exception of the allowed secured claim of Ship Mortgage, L.P., upon 
entry of the order and the completion of the conveyances set forth in 
subparagraph A of this section, and to have one collective general allowed 
unsecured claim against the Debtors in the amount of $33,000,000.00, which 
claim shall be fully satisfied in accordance with the conditions of this 
agreement, and particularly, Sec. II hereinbelow.  Except to the extent 
otherwise set forth in this agreement, AGEL and Shamrock also agree upon 
such occurrences to waive their right to receive distributions on their 
collective allowed unsecured claim from any assets 


<PAGE 24

of the AmGam and AGRM estates, including the estate's share of payments 
under the President Lease and the President FF&E Purchase.

      C.     AGEL, the Debtors and the Committees further recognize and 
agree that Shamrock holds a valid, properly perfected and unavoidable first 
mortgage on or security interest in the Gold Coast Casino Barge in the 
original principal amount of $2,040,603.75.  In further consideration of 
the terms of this settlement the Debtors, the AmGam Committee, and the AGRM 
Committee agree not to contest the status of the Ship Mortgage L.P.  
Preferred Ship Mortgage (the "Mortgage") now held by Shamrock as a properly 
perfected and unavoidable first mortgage on or security interest in the 
Gold Coast Casino Barge in the original principal amount of $2,040,603.75. 
 AGEL further agrees that it shall assume sole responsibility for the 
satisfaction of the Mortgage, Shamrock and AGEL agree, as consideration for 
the agreement by the Debtors, the AmGam Committee, and the AGRM Committee 
not to challenge the Mortgage, that there shall be no charge or encumbrance 
on account of such claim against the interests of other AmGam and AGRM 
creditors, or the interests of the AmGam and AGRM estates, in the above 
described 25% undivided ownership interest.

      D.     In resolution of any objection the Committees, the Debtors 
and/or any representative of the estates have to the claims of AGEL, 
Shamrock, and/or Bennett, the parties further agree that AGEL and/or 
Shamrock or its assignee will be the only parties entitled to receive any 
distributions for claims of any kind asserted against the Debtors by AGEL, 
Shamrock and Bennett, or their officers, directors or stockholders whether 
such claims are secured, unsecured, direct or acquired claims or otherwise.

      E.     The parties agree to act in good faith to take any and all 
steps necessary to secure approval of the settlement and confirmation of a 
plan of reorganization incorporating the terms of this settlement.

      F.     AGEL, Shamrock, Bennett, and the members of the committees 
agree to vote in favor of, and the Committees will recommend that all other 
creditors vote in favor of, any plan of reorganization which incorporates 
the terms of this settlement.

      G.     Other than payments under this distribution structure from the 
revenue stream generated by the President Lease and the payment described 
in section II below, holders of allowed claims in the AmGam bankruptcy case 
shall share only in distribution of assets owned by in the AmGam estate.

      H.     Other than payments under this distribution structure from the 
revenue stream generated by the President Lease and the payments described 
in section II below, holders of AGRM allowed claims shall share only in 
distribution of assets owned by the AGRM estate.

II.     Distribution of Lease Payments Under the President Lease:

      A.     All funds received from President under the terms of the 
President Lease (including, 


<PAGE 25>

without limitation, any past due arrearage payments paid pursuant to the 
terms of the President Settlement) shall be disbursed upon receipt by the 
liquidating trustee, or, if applicable, such other entity as may be 
designated by the Committees or appointed by the Court as the 
representative of the Debtors' estates:

          1.     22.7% to the AmGam and AGRM estates respectively, to be 
divided in accordance with agreements between the AmGam Committee and AGRM 
Committees;

          2.     2.3% exclusively to the AmGam estate to address certain 
special needs of the AmGam estate; and

          3.     75% to AGEL and/or Shamrock or their assignee(s), if any, 
from which AGEL and Shamrock both agree to make a one-time contribution of 
$41,000 each to the AmGam estate for disbursement to creditors of that 
estate.

      B.     Funds received by each estate in accordance with subparagraph 
A, shall be dedicated exclusively to the payment of creditors in each 
respective estate.

III.     Distribution of Proceeds from a Sale of the Gold Coast Casino 
Barge:

          Under the terms of the President Lease, the President has the 
right to purchase the Gold Coast Casino Barge as specified therein.  In the 
event the President elects to make such purchase, 25% of the net proceeds 
of the sale shall be delivered to the liquidating trustee appointed 
pursuant to a plan of reorganization, or, if applicable, such other entity 
as may be designated by the Committees or appointed by the Court to 
represent the Debtors' estates, for distribution to holders of allowed 
claims in the AmGam and AGRM estates, and the remaining 75% of the net 
sales proceeds shall be paid to AGEL and/or Shamrock or its assignee.  As 
used in this provision, net proceeds is defined as those funds remaining 
after payment of all usual, customary and reasonable closing expenses 
related to the sale.  Proceeds of the sale allocated to the AmGam and AGRM 
estates pursuant to this provision shall be allocated between the 
respective estates in accordance with the formula set forth in section II 
above.

IV.    Terms of the Trust

     A.     The parties agree to support a plan of reorganization which 
provides that distributions to the parties under this agreement will be 
made through a liquidating trust (the "Trust").  The terms of the Trust and 
the rights and obligations of the trustee of the Trust (the "Trustee") 
shall be set forth in a written trust agreement (the "Trust Agreement") 
acceptable to the AmGam Committee, the AGRM Committee, AGEL, and Shamrock. 
 Any Trustee selected to serve must be acceptable to AGEL, Shamrock, and 
the designated representative (the "Representative") of the holders of AGRM 
and AmGam unsecured claims.


<PAGE 26>

     B.     The Trust Agreement shall provide that the Trustee shall have 
no power to take any actions out of the ordinary course of business with 
respect to the interest of the Gold Coast Casino Barge or the President 
Lease held in the Trust without the consent and approval of the Trustee or 
 Representative, AGEL and Shamrock or its assignee.  Such actions requiring 
consent (and the procedures for obtaining necessary consents and resolving 
any disputes among the parties hereto) will be generally defined in the 
Trust Agreement, unless expressly provided for in this agreement, and shall 
include any prepayment or other modification of the President Lease, any 
proposed sale, transfer or any other disposition of the Gold Coast Casino 
Barge, and the terms of any proposed settlement of any dispute or 
litigation with the lessee of the Gold Coast Casino Barge that would result 
in a reduction of or delay in receipt of any remaining unpaid lease 
payments under the current terms of the President Lease.

      C.     As additional responsibilities, the Trustee shall receive and 
shall have the sole responsibility for receiving all revenue generated from 
payments owned by the President, or other sources, for lease or note 
payments due as a result of the President Lease of the Gold Coast Casino 
Barge including the purchases, under a note, of certain FF&E located 
thereon.  The Trustee shall also have responsibility for payment of such 
funds as required herein and under the terms of a confirmed plan of 
reorganization containing the provisions of this settlement agreement.  
Except as stated in the following provision, neither the Trust nor the 
Trustee shall assume or be obligated to pay or perform any obligation of 
the owner under the President Lease, as amended, and AGEL and its 
successors shall be and remain liable for all such owner's obligations and 
shall indemnify and hold the Trust and the Trustee harmless from and 
against all such liabilities and obligations; provided, that the Trust 
shall assume only the obligations of the owner under the President Lease 
that accrue and are first performable thereunder during the period 
beginning on the Effective Date and ending on the date the Plan is fully 
consummated or such earlier date of termination of the President Lease, but 
such assumption, however, shall be enforced solely against the assets of 
the Trust and shall not impose any liability on or be enforceable against 
the Trustee or the beneficiaries of the Trust.

      D.     The Representative, AGEL and Shamrock shall cooperate with 
each other in good faith and use their best efforts (i) to reach mutually 
acceptable terms with respect to any proposed sale, transfer or other 
disposition of the Casino Barge or any settlement of any dispute or 
litigation with the lessee of the Casino Barge for which the Trustee 
requires consent and approval as set forth in paragraph IV. B above, and 
(ii) to establish procedures for timely response to any offer to purchase 
which may be made by the President pursuant to the settlement with 
President approved by the Bankruptcy Court by order dated January 7, 1998.

      E.     Upon consummation of the conveyance set forth in sub paragraph 
A above, the Trustee shall be vested with (i) all rights and benefits 
pertaining to the 25% undivided ownership interest in the Gold Coast Casino 
Barge, and (ii) all rights the right to receive all charter hire and other 
payments thereunder, to enforce the collection of any sums or obligations 
payable or performable thereunder, to exercise any and all remedies 
available to the owner thereunder, and to grant or withhold any consent 
thereunder.  The beneficiaries of the Trust shall be the creditors of AmGam 
and AGRM, including AGEL and Shamrock or its assignee, if any.


<PAGE 27>

V.     Conditions to Effectiveness of Agreement.

       This agreement shall be subject to approval of the United States 
Bankruptcy Court for the Northern District of New York (as to Shamrock and 
Bennett) and the United States Bankruptcy Court for the Southern District 
of Mississippi (as to AmGam and AGRM).

VI.     Releases

        Approval of the terms of this settlement as required by its terms 
shall constitute a release and discharge by each of the parties of any and 
all claims, whether known or unknown, presently existing or which may arise 
in the future, that a party may have for any reason against another party 
and/or such party's respective officers, directors, agents, employees, 
legal representatives, trustees, and professionals (except as otherwise 
expressly contemplated by this agreement).

VII.     Miscellaneous

      A.     Choice of Law:  This agreement shall be governed by and 
construed in accordance with the laws of the State of Mississippi, except 
where applicable federal laws apply.

      B.     Entire Agreement: This agreement constitutes the entire 
agreement of the parties on the subjects contained herein and supersedes 
all prior and contemporaneous negotiations and agreements, oral and 
written, except that nothing in this agreement shall or shall be deemed to 
supersede any prior agreements approved by applicable courts.  

      C.     No Waiver: One or more waivers of a breach of any term or 
provision of this agreement by any party shall not be construed as being a 
waiver of a subsequent breach of the same covenant, term, or provision.

      D.     Modification: This agreement may be modified only in a writing 
signed by the party to be charged.

      E.     Severability: If any provision or term of the agreement is 
held illegal, invalid, or unenforceable, such provision or term shall be 
fully severable and this agreement shall be construed and enforced as if 
such illegal, invalid, or unenforceable provision never had comprised part 
of this agreement.  The remaining terms of this agreement shall remain in 
full force and effect.

      F.     Rules of Construction: The terms of this agreement shall be 
construed in all cases as a whole, according to their fair meaning, and 
shall not be construed strictly for or against any party.  As used in this 
agreement, the singular or plural number shall be deemed to include the 
other whenever the context so indicates or requires.

      G.     Enforcement: The parties to this agreement agree that should 
any party sue another 


<PAGE 28>

party for that party's breach of the agreement, the suing party shall be 
entitled to recover its/his attorneys fees and costs of court if 
successful.  The parties to this agreement concur and covenant that the 
relief which may be sought to enforce the provision includes declaratory 
and injunctive relief.

      H.     Successors and Heirs: This agreement shall be binding on the 
parties and upon the parties' respective heirs, administrators, legal 
representatives, trustees, executors, successors and assigns and shall 
inure to the benefit of the parties and each of their respective heirs, 
administrators, legal representatives, trustees, executors, successors and 
assigns.



<PAGE 29>

AGREED AS OF THIS 21st day of August 1998.

                                      AMGAM ASSOCIATES, DEBTOR

                                      BY:  JOHN HEDGLIN       
                                          ________________________
                                      ITS: Counsel     
                                          ________________________


<PAGE 30>

                                      AMERICAN GAMING & RESORTS OF
                                      MISSISSIPPI, INC., DEBTOR

                                      BY:  JOHN HEDGLIN     
                                           ______________________

                                      ITS: Counsel     
                                      ______________________


<PAGE 31>

                                      AMERICAN GAMING &
                                      ENTERTAINMENT, LTD, A DELAWARE
                                      CORP.

                                      BY:  J. DOUGLAS WELLINGTON
                                           _____________________
                                      ITS: President & CEO     

                                      AND

                                      BYRD & WISER

                                      BY:  ROBERT BYRD 8/21/98     
                                           ______________________
                                      ITS COUNSEL


<PAGE 32>

                                      SHAMROCK HOLDINGS GROUP, INC.,
                                      A DELAWARE CORP.

                                      BY: RICHARD C. BREEDEN    
                                           ________________________
                                      ITS: President     
                                           ________________________

                                      AND

                                      Baker & Botts LLP     

                                      BY: BOBBIE T. SHELL       
                                           ________________________
                                      ITS COUNSEL
                                 



                                      BENNETT MANAGEMENT AND
                                      DEVELOPMENT CO.


                                      BY:  RICHARD C. BREEDEN     
                                         __________________________
                                      ITS TRUSTEE

                                      AND

                                       Baker & Botts LLP     

                                      BY:  BOBBIE T. SHELL       
                                         __________________________
                                      ITS COUNSEL


<PAGE 33>

                                      OFFICIAL COMMITTEE OF
                                      UNSECURED CREDITORS OF AMGAM
                                      ASSOCIATES

                                      BY:  PATRICIA J. JOYNER   
                                           ______________________
                                      ITS: President     

                                      AND

                                      T. Glover Roberts

                                      BY:  T. GLOVER ROBERTS     
                                           ______________________

                                      ITS COUNSEL


<PAGE 34>

                                      OFFICIAL COMMITTEE OF
                                      UNSECURED CREDITORS OF
                                      AMERICAN GAMING AND RESORTS
                                      OF MISSISSIPPI, INC.

                                      BY:  TIM FOWLKES     
                                           ______________________
                                      ITS: Chairman     

                                      AND

                                            WILLIAM S. BOYD, III     
                                           ______________________

                                      BY: William S. Boyd, III     
                                      ITS COUNSEL