EXHIBIT 10.13

                         AMENDED AND RESTATED AGREEMENT

         THIS  AMENDED  AND  RESTATED   AGREEMENT  (the  "Amended  and  Restated
Agreement")  is dated this _____ day of September,  1999,  by Genesee  Holdings,
Inc.  ("Genesee"),  successor in interest to GFL Ultra Fund, Ltd.  ("Ultra"),  a
British Virgin Islands corporation,  on the one hand, and LS Capital Corporation
("LS"),  a Delaware  corporation,  and Paul J. Montle  ("Montle"),  on the other
hand.
                                    RECITALS:

         WHEREAS,  Ultra and LS entered  into an  Agreement  dated June 30, 1997
(the  "Original  Settlement  Agreement") to settle and resolve all disputes then
existing  between the parties,  including but not limited to, those  allegations
raised  in  the  litigation  entitled  GFL  Ultra  Fund  vs.  Lone  Star  Casino
Corporation,  Cause No.  H-96-1423  then pending in the United  States  District
Court  for  the  Southern  District  of  Texas,  Houston  Division  (the  "First
Lawsuit"),  and to  establish  a  procedure  by which  Ultra  could  convert the
preferred shares it then held in LS; and

         WHEREAS,  the Original  Settlement  Agreement  required (among other
things) LS to pay to Ultra an aggregate amount of $75,000 in two future
installments; and

         WHEREAS,  LS failed to pay to Ultra an  aggregate  amount of $75,000 in
two future  installments  as provided in the  Original Settlement Agreement; and

         WHEREAS, Genesee has succeeded to the interests of Ultra for all
purposes hereof; and

         WHEREAS,  Genesee instituted the litigation  entitled Genesee Holdings,
Inc.,  successor in interest to GFL Ultra Fund, Ltd. vs. LS Capital Corporation,
f/k/a Lone Star Casino  Corporation,  and Paul J. Montle,  in the 61st  Judicial
District Court, Harris County,  Texas (the "Second Lawsuit") with respect to the
delinquent  installments  (the First Lawsuit and the Second Lawsuit are referred
to hereinafter collectively as the "Litigation"); and

         WHEREAS, Genesee has the legal right to rescind the settlement provided
for in the  Original  Settlement  Agreement by virtue of the breach by LS of the
terms thereof; and

         WHEREAS,  Genesee  and LS  desire  to amend and  restate  the  Original
Settlement Agreement in the form of this Amended and Restated Agreement in order
to settle and resolve all disputes now existing  between the parties,  including
but not limited to, those allegations raised in the Litigation, and to establish
a procedure to complete the conversion of Genesee's preferred shares in LS;

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of LS and Genesee to amend and restate the Original Settlement  Agreement,  each
of LS, Montle and Genesee hereby agrees as follows:

                          I. AMENDMENT AND RESTATEMENT
                        OF ORIGINAL SETTLEMENT AGREEMENT

         Each of LS and  Genesee  hereby  agrees  that the  Original  Settlement
Agreement  be and hereby is amended and  restated in its entirety in the form of
this Amended and Restated Agreement.

                      II. RESCISSION OF ORIGINAL SETTLEMENT

         Each of Genesee and LS hereby  agrees that,  by virtue of the breach by
LS of the terms of the Original  Settlement  Agreement  and in  accordance  with
rights that Genesee legally has a consequence  thereof,  the settlement provided
for  in  the  Original   Settlement   Agreement  be  and  hereby  is  rescinded.
Notwithstanding  the  preceding  rescission  and in  view of the  provisions  of
Section  III.  and Section IV.  below,  LS hereby  waives its right to receive a
return  of a stock  certificate  representing  the  600,000  shares of LS common
stock, par value $.01 per shares (the "Common Stock"),  and the $25,000 that (in
both cases) LS previously delivered to Genesee or Ultra.  Instead,  such 600,000
shares and  $25,000  shall  serve as credits  for  fulfilling  LS's  obligations
provided for in Section III. and Section IV.  below.  Moreover,  notwithstanding
the  preceding  rescission  and in view of the  provisions of Section IV. below,
Genesee  hereby  waives  its right to  receive  a return of a stock  certificate
representing  the shares of LS preferred stock that Genesee or Ultra  previously
delivered to LS for conversion.

III.     SETTLEMENT OF LITIGATION

         LS agrees to pay $28,500 to Genesee.  Genesee hereby  acknowledges  the
prior  receipt of  $25,000  (satisfactory  to meet a portion  of the  obligation
imposed on LS by the preceding  sentence)  pursuant to the terms of the Original
Settlement Agreement,  such $25,000 constituting one of the credits provided for
in Section II. above. The $3,500 additional cash amount required by this Section
III. shall be delivered to Genesee  promptly after the execution and delivery of
this Amended and Restated Agreement.

                            IV. CONVERSION PROCEDURE

         The  parties  hereby  agree that at the time of the  execution  of this
Amended and Restated  Agreement,  Genesee will convert its  remaining  preferred
shares in return for  1,500,000  shares of common  stock of LS.  Genesee  hereby
acknowledges the prior receipt of 600,000 (satisfactory to meet a portion of the
obligation imposed on LS by the preceding sentence) pursuant to the terms of the
Original  Settlement  Agreement,  such 600,000  shares  constituting  one of the
credits provided for in Section II above. The 900,000 additional shares required
by this  Section IV (the  "Additional  Shares")  shall be  delivered  to Genesee
promptly  after  the  execution  and  delivery  of  this  Amended  and  Restated
Agreement. All Additional Shares shall be unlegended and shall not be subject to
any stop-transfer restriction.  Additionally,  at the sole option of Genesee and
upon  written  demand  from  Genesee  to LS,  LS shall  deliver  to  Genesee  an
additional 300,000 shares (the "Option Shares"), for a total of 1,800,000 shares
in the aggregate,  to Genesee, care of Genesee Investments,  10500 NE 8th Street
#1920, Bellevue, Washington 98004-4332.
         The Option  Shares shall be delivered to Genesee  exactly  seventy-five
(75) days after the  written  demand is made upon LS. LS shall not  deliver  the
Option  Shares  sooner than  seventy-five  (75) days from the written  demand by
Genesee, and Genesee shall have no ownership interest in the Option Shares until
delivery. The Option Shares shall also be unlegended and shall not be subject to
any stop-transfer restriction.
         Genesee  agrees not to sell in any trading  week  hereafter a number of
Additional  Shares or Option  Shares  exceeding  50% of the  number of shares of
common  stock of LS that is  bought  and  sold  during  that  trading  week.  In
addition,  Genesee  agrees not to sell in any 30-day  period  more than  400,000
Additional Shares or Option Shares. Genesee agrees to provide with confirmations
of sales of any Additional Shares or Option Shares at least one each month.
         All  demands,  notices or other  communications  required or  permitted
herein,  including  but not limited to the demand for the Option  Shares and the
confirmation of sales of any Additional  Shares or Option Shares, to LS shall be
in  writing  and  shall  be  sent  personally,  by  facsimile  or by  certified,
registered or express mail,  postage prepaid,  to Mr. James Pearson at Pearson &
Pearson,  3524 Citicorp  Center,  Houston,  Texas 77002,  facsimile number (713)
739-8341,  and shall be deemed delivered and given to LS when so sent personally
or by facsimile or, if by mail, two days after the date of mailing. If Mr. James
Pearson  changes  addresses  or  facsimile  numbers,  or if LS desires  that the
demands,  notices  or other  communications  required  or  permitted  herein  be
delivered or sent to someone other than Mr. James  Pearson,  then LS must notify
Genesee in writing of the change at the  following  address:  Genesee  Holdings,
Inc.,  care  of  Genesee  Investments,  10500  NE 8th  Street  #1920,  Bellevue,
Washington 98004-4332. Unless LS notifies Genesee in writing as set forth above,
then all demands,  notices or other communications  required or permitted herein
to LS shall be deemed  given and  delivered  to LS when  sent  personally  or by
facsimile or, if by mail,  two days after the date of mailing,  addressed to Mr.
James  Pearson at the above address or facsimile  number,  regardless of whether
Mr. James Pearson has changed addresses or facsimile numbers,  and regardless of
whether LS still desires that Mr. James Pearson  continue to act as agent for LS
for  receipt  of the  demands,  notices  or  other  communications  required  or
permitted herein.

                         V. EFFECT OF BANKRUPTCY FILING

         The parties  hereby  agree that,  if (within one year after the date of
this  Amended and  Restated  Agreement)  LS  institutes  a voluntary  bankruptcy
proceeding or has  instituted  against it an involuntary  bankruptcy  proceeding
that is not dismissed within 90 day after it is filed, then upon the delivery of
all unsold  Additional  Shares and Option Shares, LS shall owe Genesee an amount
equal to the difference  between $97,125 minus the aggregate  amount of proceeds
from any prior sales of the Additional Shares and Option Shares.

                               VI. MUTUAL RELEASES

         With the exception of the obligations  undertaken in this Agreement and
in the documents  necessary to  effectuate  the transfer of the common shares to
Genesee,  Genesee  and Ultra (on the one hand) and LS and  Montle  (on the other
hand) hereby release and discharge the other from any and all claims, judgments,
demands  or  suits,  known  or  unknown,  fixed  or  contingent,  liquidated  or
unliquidated,  whether  or not  asserted  in the  Litigation,  as of this  date,
arising from or relating to events and transactions which are the subject matter
to the  Litigation.  This Mutual  Release runs to the benefit of all  attorneys,
agents, employees, officers, directors,  shareholders,  parents, affiliates, and
partners of the parties.  Genesee  acknowledges that LS is not guaranteeing that
Genesee will receive any amount for the sale of the Additional  Shares or Option
Shares.

                               VII. MISCELLANEOUS

         7.1 Each party agrees that the terms of this  settlement are to be held
confidential  and not be  disclosed  to any third  party  unless the other party
hereto  consents in writing or unless  ordered to do so by a court of  competent
jurisdiction or unless otherwise required by law.

         7.2 Each signatory hereto warrants and represents that he has authority
to bind the party for whom that  signature  purports to act and that the claims,
suits,  rights/or interests which are the subject matter hereto are owned by the
party asserting the same,  have not been assigned,  transferred or sold, and are
free of  encumbrance.  Genesee  warrants and represents that it has succeeded to
the ownership of all claims, suits,  rights/or interests that Ultra had or might
have had against LS with regard to the subject matter hereof.

         7.3 This Agreement is made and  performable  Harris  County,  Texas and
shall be  construed  in  accordance  with the laws of the State of Texas as they
presently exist.

         7.4 Each signatory to this  settlement has entered into the same freely
without duress, having consulted with professionals of his/her choice.

         7.5      The parties  agree that this  Agreement is made pursuant to
section  154.071 of the Civil  Practice and Remedies Code and is not subject to
revocation.

         7.6      This Agreement represents the entire  agreement of the parties
hereto and may not be changed  orally,  but only in writing.

         7.7 If any provision of this Agreement is declared to be void,  invalid
or illegal by a court of competent  jurisdiction,  then the other  provisions of
this  Agreement  shall be severed  therefrom  and shall remain in full force and
effect.

7.8               This  Agreement may be executed in any number of  counterparts
                  and each such  counterpart  shall be deemed to be an  original
                  instrument,   but  all  such   counterparts   together   shall
                  constitute but one and the same instrument.

         IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date written above.

LS CAPITAL CORPORATION                      GENESEE HOLDINGS, INC., successor
in interest to GFL ULTRA FUND, LTD.


By:_________________________________        By:_________________________________
         Paul J. Montle, President
                                            Name:______________________________
------------------------------------
         Paul J. Montle, Individually       Title:______________________________