UNITED STATES BANKRUPTCY COURT
                SOUTHERN DISTRICT OF MISSISSIPPI
                        SOUTHERN DIVISION

IN RE:
PALACE CASINOS, INC.                    NO.       95-08154 SEG


                      PLAN OF REORGANIZATION
                    -------------------------

     The Plan Proponents, Steve Rippon and Edward D. Bagley, hereby propose
the following Plan of Reorganization for consideration and approval by
creditors and other parties in
interest.

Robert A. Byrd, Esq.
BYRD & WISER
45 Main Street
P.O. Box 1939
Biloxi, Mississippi 39533
Telephone: (228) 432-8123

COUNSEL FOR THE PLAN PROPONENTS

Steven Rippon and Edward D. Bagley

<PAGE>



                        TABLE OF CONTENTS

DEFINITIONS..............................................................1-4

CLASSIFICATION OF CLAIMS AND INTERESTS...................................4-5

TREATMENT OF CERTAIN UNCLASSIFIED CLAIMS.................................5

DESIGNATION AND TREATMENT OF IMPAIRED CLASSES............................5

MEANS FOR EXECUTION OF THE PLAN..........................................6-7

ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION BY ONE
OR MORE CLASSES OF CLAIMS OR EQUITY INTERESTS............................8

DISCHARGE................................................................8

EXECUTORY CONTRACTS AND LEASES...........................................9

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS........................9

REVESTING................................................................9

POST CONFIRMATION ADMINISTRATION AND MANAGEMENT..........................9

MODIFICATION OF THE PLAN.................................................10

RETENTION OF JURISDICTION................................................10-11

<PAGE>
                            ARTICLE I

                           DEFINITIONS
A.     DEFINED TERMS

     The following definitions apply in this Plan.

1.     Administrative Expense means a Claim allowed under Sections 503(b) and
507(a)(1) of the Bankruptcy Code and fees and charges assessed against the
Debtors' estates under 28 U.S.C. Section 1930.

2.      Allowed Claim, Allowed Secured Claim, Allowed Priority Claim, Allowed
Unsecured Claim, or Allowed Interest frean, respectively, a Claim, Secured
Claim, Priority Claim, Unsecured Claim, or an Interest against or in the
Debtors to the extent that:

          (a)     a proof of such Claim or Interest was

               (i)     timely filed;

               (ii)    deemed filed, pursuant to Section 1111(a) of the
Bankruptcy Code;

               (iii)   deemed filed as an outstanding security of the Debtors;
or

               (iv)    late filed with leave of the Bankruptcy Court after
notice and opportunity for hearing given to the Debtors and the creditors; and

          (b)  (i)     which is not a Disputed Claim; or

               (ii)    which is allowed (and only to the allowed) by a Final
Order.

3.     Bankruptcy Code means Title 11 of the United States Code.

4.      Bankruptcy Court means the United States Bankruptcy Court for the
Southern District of Mississippi.

5.     Bar Date means the date affixed by order of the Bankruptcy Court by
which proofs of claim must be filed against the Debtors.

6.      Cash means cash and cash equivalents, including but nolimited to bank
deposits, checks, and other similar items.

7.     Claim(s) has the meaning set forth in Section 101(4) of the Bankruptcy
Code.

8.     Common Stock means the existing, outstanding shares of stock previously
issued by the Debtor.

9.     Confirmation Date means the date on which the Confirmation Order is
entered.

10.     Confirmation Order means the entered Order confirming the Plan
pursuant to Section 1129 of the Bankruptcy Code.

11.     Convertible Preferred Stock means the 2,602,000 shares of convertible
preferred stock, previously issued and outstanding, by the Debtor.

12.     Creditor means the holder of a Claim against a Debtor or the Debtors.

13.     Debtor means Palace Casino, Inc.

14.     Disclosure Statement shall mean the Disclosure Statement, with respect
to the Plan, that has been approved by order of the Bankruptcy Court pursuant
to Section 1125 of the Bankruptcy Code.

15.     Disputed Claim means an asserted Claim against or equity Interest (i)
to which an objection has been filed on or before the Confirmation Date by a
party in interest and which objection is not the subject of a Final Order or
has not been withdrawn on or before the Confirmation Date or (ii) which
b.-a-.been scheduled as disputed contingent or unliquidated and which has not
been resolved or allowed by Final Order, estimation or pursuant to this Plan.

16.     Distribution means Cash, and New Common Stock, which are required by
the Plan to be distributed to the holders of Allowed Claims and Allowed
Interests.

17.      Effective Date means and the first business day following the
eleventh day after the Confirmation Date.

18.     Equity Interests means ownership of the Outstanding Securities of the
Debtors.

19.     Final Order means an order of the Bankruptcy Court or the District
Court as to which (a) any appeal that has been takeii has been finally
determined or dismissed; (b) the time for appeal has expired and no appeal has
been filed timely (In the case of an order of the Bankruptcy Court, the time
for appeal, for purposes of this definition, shall be the time permitted for
an appeal to the District Court, unless the Debtor shall have consented in
writing prior to the expiration of such period to a direct appeal to the
United States Court of Appeals) or (c) if an appeal, reargument, certiorari or
rehearing thereof has been sought, such order has not been stayed.

20.     Interest means the rights of the owners and holders of the issued and
outstanding common stock, preferred stock, and warrants of the Debtor.

21.     New Articles/New Bylaws means the amended and restated Articles of
Incorporation and the Bylaws of the Debtor under the laws of Utah, which shall
become effective on and as of the Effective Date, or immediately thereafter.

22.     New Common Stock means the 1,800,000 shares of new stock to be issued
by the Reorganized Debtor pursuant to Sections 1125(e) and 1145 of the
Bankruptcy Code, according to the terms of the Plan.

23.     Outstanding Securities mean all of the common stock, and any options,
warrants, and preferred stock of the Debtor, which were issued and outstanding
as of the day preceding the Confirmation Date.

24.      Plan means this "Plan of Reorganization" together with any
modifications thereto, which Plan shall also constitute a plan of
reorganization within the meaning of Section 368(a)(l) of the Internal Revenue
Code, as amended.

25.      Plan Proponents means Steve Rippon and Dal Bagley, residents of the
State of Utah.

26.     Priority Claims mean Claim specified in Section 507 (a)(2), (3), (4),
(6) and (8) of the Bankruptcy Code.

27 .     Pro rata means proportionately so that the ratio of the amount of
consideration distributed on account of a particular claim or interest to the
total amount of Allowed Claims or Allowed Interest of a class is the same as
the ratio of the amount of consideration distributed on account of all Allowed
Claims or Allowed Interests of the class in which the particular Claim or
Interest is included to the amount of all Allowed Claims or Allowed Interests
of that class.

28.     Reorganized Debtor means the Debtor, Palace Casino, Inc., as provided
herein following the Effective Date.

29.     Secured Claim means any Claim in respect of which a valid perfected
lien, security interest or encumbrance is held in or on any of the Debtors'
assets, to the extent of the value of the particular asset against which such
lien, security interest, or encumbrance is held.

30.     Taxing Authority obligation means an obligation of the Debtor, under
this Plan to a governmental unit in the amount of the Allowed Priority Claim
therefor and in full satisfaction of all Priority Claims specified in Section
507(a)(8) of the Bankruptcy Code, the terms of which shall meet the
requirements of Section 1129(a)(9)(C) of the Bankruptcy Code or as agreed to
by the governmental unit holding the Claim.  Any Taxing Authority Obligation
may be prepaid in part or in full at any time without penalty.

31.     Unsecured Claim means any Claim against the Debtors that is not a
Secured Claim or a Priority Claim.

32.     Warrants shall mean any warrants which were previously issued by the
Debtor.

B.     UNDEFINED TERMS

     A term used in the Plan and not defined herein but that is defined in the
Bankruptcy Code has the meaning assigned to the term in the Bankruptcy Code.

                            ARTICLE II

              CLASSIFICATION OF CLAIMS AND INTERESTS

     All Allowed Claims and Allowed Interests are placed in the following
classes:

A.     PRIORITY CLAIMS: CLASS I

     1.     CLASS 1A: Class 1A consists of all Allowed Priority Claims against
the Debtors entitled to priority pursuant to Section 507(a)(2)(8) of the
Bankruptcy Code (gap claims, wages, etc.)

     Allowed Priority claims will be paid from a pool of funds not to exceed
$5,000.00.  To the extent the pool is exceeded by the amount of allowed
priority claims, such claims will receive a pro-rata distribution in
satisfaction of their claims.

B.        SECURED CLAIMS: CLASS 2

     The Debtor has no known secured claims.  To the extent the Plan
Proponents hold any claims that are deemed secured, such claims shall be
extinguished and satisfied through the issuance of 1,620,000 shares of common
stock in the reorganized Debtor in satisfaction to the Plan Proponents of any
secured claim.  Any other secured claims shall be satisfied by Abandonments,
upon the Effective Date, of the affected creditor's collateral.

<PAGE>
C.         UNSECURED CLAIMS: CLASS 3

     The Debtor estimates allowed unsecured claims, exclusive of claims held
or controlled by the Plan Proponents, will total between $300,000.00 and
$500,000.00. Holders of allowed unsecured claims will receive, in satisfaction
of their claims, 90,000 shares of new common stock, on a pro-rata basis.

D.       EQUITY INTERESTS: CLASS 4

     Upon the Effective Date of the Plan, all existing warrants and options
shall expire.  The Debtor's 2,602,000 in outstanding convertible preferred
shares shall be deemed converted 5,204,000 shares of common stock, generating
an outstanding pool 8,794,329 shares of common stock.  Upon the effective date
all outstanding common stock shall be cancelled, and the reorganized Debtor
will issue new common stock on the basis of .0102 shares of new common stock
for each share of old common stock. 90, 000 shares of new common stock will be
distributed to this Class,

E.      EXECUTORY CONTRACTS: CLASS 5

     The Debtor has no known executory contracts.  To the extent any exist,
they will be deemed rejected pursuant to Section 365 at confirmation.

                           ARTICLE III

             TREATMENT OF CERTAIN UNCLASSIFIED CLAIMS

     The holders of an Administrative Expense Claim entitled to priority under
Section 507 (a) (1) of the Bankruptcy Code, including entitities entitled to
payment pursuant to Section 503 of the Bankruptcy Code, shall be treated as
follows.  Allowed administrative expenses and claims will be paid from a pool
of funds not to exceed $ 5,000.00. To the extent the pool is exceeded by the
amount of allowed administrative claims, such claims will receive a pro rata
distribution in satisfaction of their claims.  Pursuant to 28 USC Section 1930
all fees payable to the United States Trustee shall be paid in full.

                            ARTICLE IV

          DESIGNATION AND TREATMENT OF IMPAIRED CLASSES

     All classes are impaired under Plan.  In the event controversy as to
whether any class of Claims or Interests is impaired under the Plan, the
Bankruptcy Court, after notice and an opportunity for a hearing, shall
determine such controversy.  All impaired classes of Claims and Interests
shall receive the Distributions set forth in this Plan on account of and in
complete satisfaction of all Claims and Interests against the Debtor, and
shall have no further rights or remedies against the Debtor or any of its
assets, except as specifically set forth in the Plan.

                            ARTICLE V

                 MEANS FOR  EXECUTION OF THE PLAN

A.     NEW VALUE INVESTORS

     The Plan Proponents have agreed to provide the funds necessary to
implement and consummate the Plan.  The Proponents have also agreed to pay for
legal fees incurred in the Plan confirmation process and for legal services
relating to any necessary amendments to the Debtor's charter or by-laws in
addition, the Proponents have agreed to accept new common stock, as provided
for herein, in satisfaction of the claims held by the Proponents.

B.     REORGANIZED DEBTOR'S NEW COMMON STOCK

     The provisions of the Reorganized Debtor's New Common Stock to be 11
issued pursuant to Sections 1125 (e) and 1145 of the Bankruptcy Code launder
the Plan are as follows:

     1.     Authorization.
            -------------
          Common Stock.  The New Articles of the Reorganized Debtor shall
authorize the issuance of fifty million (50,000,000) shares of the Reorganized
Debtor's New Common Stock.

     2.     Par Value.
            ----------
          Common Stock.  The Reorganized Debtor's New Common Stock shall have
a par value per share as determined by the Bond of the Reorganized Debtor.

     3.     Rights.
            ------
          Common Stock.  The Reorganized Debtor's New Common Stock shall be
deemed fully paid and non-assessable and shall have such rights with respect
to dividends, liquidation voting, and other matters as are set forth in the
New Articles of the Reorganized Debtor, and as are otherwise provided by Utah
law.

C.     MOTION UNDER SECTION 506(a) OF THE BANKRUPTCY CODE AND      BANKRUPTCY
RULE 3012

     The Plan shall constitute a motion to determine the amount and value of
the Allowed Secured Claims and Allowed Unsecured Claims, if any, of all
parties claiming a lien on and/or security interest in any of the Debtors,
assets, and a hearing hereon shall take place prior to the commencement of the
Confirmation Hearing.  The Debtor reserves the right to file a separate
Bankruptcy Rule 3012 Motion and to have such motion considered prior to the
Confirmation Hearing.

D.     DISTRIBUTIONS AND CONDITIONS PRECEDENT

     On the Effective Date, or as soon thereafter as practical, the
Reorganized Debtor shall take such action as may be necessary to issue or
cause to be issued the New Common Stock, and make the other Distributions in
accordance with the terms of the Plan.

E.     UNCLAIMED DISTRIBUTIONS

     For a period of one (1) year following the Effective Date, the
Reorganized Debtor shall retain any unclaimed Distributions for the benefit of
the holders of Allowed Claims entitled thereto under the Plan which have
failed to claim such property.  At the end of one (1) year following the
Effective Date, the holders of such Claims theretofore entitled to
Distributions shall cease to be entitled thereto and thereupon such
Distributions shall become property of the Reorganized Debtor.

F.     OTHER PROVISIONS OF THE PLAN

     1.    EXCULPATION

     The Plan provides that the Reorganized Company, and its respective
officers, directors, employees, or agents and the Plan Proponents (including
any professionals retained by such persons) shall have no liability to any
holder of a Claim or Equity Interest for any act or omission in connection
with, or arising out of, the pursuit of approval of the Disclosure Statement,
the Plan, or the administration of the Plan or the property to be distributed
under the Plan, except for willful misconduct or gross negligence.

     2.    GOVERNING LAW

     The Plan will provide that unless a rule of law or procedure is supplied
by federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws
of the State of Utah shall govern the construction and implementation of the
Plan and any agreements, documents, and instruments executed in connection
with the Plan.

     3.    SEVERABILITY

     The Plan provides that, should any provisions in the Plan determined by
the Court or any appellate court to be unenforceable following the Effective
Date, such determination will in no way limit the enforceability and operative
effect of any and all other provisions of the Plan.

                            ARTICLE VI

              ACCEPTANCE OR REJECTION OF THE PLAN;
               EFFECT OF REJECTION BY ONE OR MORE
              CLASSES OF CLAIMS OR EQUITY INTERESTS

A.         CLASSES ENTITLED TO VOTE

     Each impaired class of Claims shall be entitled to vote separately to
accept or reject the Plan.  Any unimpaired class of Claims shall, be deemed to
have accepted the Plan.

B.         CLASS ACCEPTANCE REQUIREMENT

     A class of Claims shall have accepted the Plan if it is accepted by at
least two-thirds (2/3) in amount and more than one-half in number of the
Allowed Claims in such class that have voted on the Plan.

C.         CRAMDOWN

     If any class of Claims shall fail to accept the Plan in accordance with
Section 1126(c) of the Bankruptcy Code, at the request: of he Debtors, the
Bankruptcy Court may confirm the Plan in accordance with Section 1129(b) of
the Bankruptcy Code.  In the event that confirmation is required under Section
1129(b) of the Bankruptcy Code, the Debtors reserve the right to amend or
otherwise modify the Plan in accordance with Section 1129(b)(2) of the
Bankruptcy Code.

                           ARTICLE VII

                            DISCHARGE

     Except as otherwise provided in the Plan or Confirmation Order, entry of
the Confirmation Order acts as a discharge effective as of the Effective Date
of any and all debts of and Claims against the Debtors of any kind whatsoever
that arose at any time before the entry of the Confirmation Order, including
but limited to all principal. and any and all interest accrued thereon,
pursuant to Section 1141(d) (1) of the Bankruptcy Code.  The discharge of the
Debtors shall be effective as to each Claim, regardless of whether a proof of
claim therefor was filed, whether the Claim is an Allowed Claim, or whether
the holder thereof thereof votes to accept the Plan.


                           ARTICLE VIII

                  EXECUTORY CONTRACTS AND LEASES

     Except as hereinafter provided, all executory contracts and unexpired
leases ("Agreements") not heretofore assumed by the Debtor (whether or not the
subject of an order by the Bankruptcy Court) are intended to be rejected by
the Reorganized Debtor, from and after the Effective Date; provided that the
Debtor reserves the right and privilege to assume any additional Agreements up
to the time of entry of the Confirmation Order, absent other arrangements
between the Debtor and the other parties to any Agreement so assumed.  The
Claim for any deficiency, loss or damage realized or sustained by reason of
such rejection and which is allowed as a Claim in this case, shall be entitled
to be treated as, and shall have the same rights and privileges as unsecured
creditors whose Claims are dealt with as Class 3. Such creditors shall file
proof of the general Unsecured Claim and appropriate elections within such
time as is fixed by the Bankruptcy Court.

                            ARTICLE IX

         AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

   On the Effective Date or as soon thereafter as reasonably practicable, the
Debtor shall file under the laws of the State of Utah amended and restated New
Articles.

                            ARTICLE X

                            REVESTING

     On the Effective Date, the Reorganized Debtor and shall be vested with
full ownership of, dominion, and control over the respective assets included
in the estate, of every kind whatsoever and wherever located, free and clear
of all Claims, liens, mortgages, security interests, charges and other
interests of creditors arising prior to the respective filing date of each
petition herein.  Upon the Effective Date, the Reorganized Debtor shall
operate its business free of any restrictions of the Bankruptcy Code, the
Bankruptcy Court or the United States Trustee.

                            ARTICLE XI

         POST CONFIRMATION ADMINISTRATION AND MANAGEMENT

     The Reorganized Debtor shall designate a new board of directors of the
Reorganized Debtor. The boards of directors shall meet immediately after the
Effective Date for the purpose transacting such business as may properly come
before said board, including the election of officers of the Reorganized
Debtor.

                           ARTICLE XII

                     MODIFICATION OF THE PLAN

     The Plan Proponents may propose amendments and modifications of this Plan
through the Confirmation Date, with leave of the Bankruptcy Court upon
appropriate notice.  After the Confirmation Date, the Plan Proponents may,
with approval of the Bankruptcy Court, and so long as it does not materially
or adversely affect 11 the interest of the Creditors, remedy any defect or
omission, or reconcile any inconsistencies in this Plan, or in the Order of
Confirmation in such a manner as may be necessary to carry out the intentions
of this Plan.

                           ARTICLE XIII

                    RETENTION OF JURISDICTION

     The Bankruptcy Court shall retain Jurisdiction over these jointly
administered Chapter 11 cases for the following purposes:

     1.     To determine any and all objections and proceedings involving the
allowance estimation, classification, and subordination of Claims and
Interests;

     2.     To determine any and all applications for allowances of
compensation and reimbursement of expenses and any other fees or expenses
authorized to be paid or reimbursed under the Bankruptcy Code or Plan;

     3.     To determine any and all applications pending on the Effective
Date for the rejection or assumption of executory contracts or unexpired
leases,

     4.     To determine any and all applications, adversary proceedings, and
contested or litigated matters that may be pending on the Effective Date;

     5.     To consider any modifications of the Plan, remedy any defect or
omission or reconcile any inconsistency in any order of the Bankruptcy Court,
including the Confirmation Order, to the extent authorized by the Bankruptcy
Code;

     6.     To determine all controversies, suits, and disputes that may arise
in connection with the interpretation, enforcement, or consummation of the
Plan or any obligations thereunder;

     7.     To consider and act on the compromise and settlement of any Claim
against or cause of action by or against the Debtor or the Reorganized Debtor;

     8.     To determine asset values for property tax purposes;

     9.     To determine federal tax issues affecting the Debtor and the
Reorganized Debtor arising from the Plan;

     10.     To enter any necessary order binding upon any federal, state or
local taxing authorities adjudicating any tax liability as to the Debtor or
the Reorganized Debtor herein, whether any such tax obligation shall have
arisen pre-petition, post-petition or subsequent confirmation;

     11.     To stay the enforcement of any lien or Claim until consummation
of the Plan or entry of a Final Order with respect thereto;

     12.     To object and/or defend as to any Claim or Claims filed as to the
Debtor, whether arising pre-petition or postpetition, which respect to which
the Debtor and the Reorganized Debtor hereby specifically reserve any and all
rights;

     13.     To have such orders issued confirming that confirmation of this
Plan will constitute a finding of fact and conclusion of law by the Bankruptcy
Court that the Reorganized Debtor is entitled to a discharge pursuant to
Section 727 and Section 1141 of the Bankruptcy Code and that no debts have
been excepted from discharge; and that pursuant to Section 1141 of the
Bankruptcy Code, the Debtor shall be discharged and released from any and. all
debts and liabilities, except those expressly provided for and assumed under
the Plan, which obligations shall be binding upon the Reorganized Debtor
hereunder and arty creditors or claimants and affected parties; and

     14.     To issue such orders in aid of execution of the Plan to the
extent authorized by Section 1142 of the Bankruptcy Code.

Date: February 1, 1999             Respectfully submitted,

                                   STEVE RIPPON AND
                                   EDWARD D. BAGLEY
                                   Plan Proponents

                                   BY:     BYRD & WISER
                                   Counsel for Proponents

                                   /s/ Robert A. Byrd
                                   Robert A. Byrd

                           CERTIFICATE

     I, ROBERT ALAN BYRD, counsel for Steven Rippon and Edward Bagley, do
hereby certify that I have this date mailed a true and correct copy of the
above and foregoing Plan of Reorganization, postage prepaid, by means of
United States Mail to T. Glover Roberts, Esq., 1700 Pacific Avenue, Suite
4400, Dallas, TX 75201; Eileen Shafer Bailey, Attorney for the Debtor, at PO
Box 1177, Jackson, MS 39215-1177; and Ronald H. McAlpin, Assistant U.S.
Trustee, Suite 1232, A. H. McCoy Federal Bldg., 100 West Capital Street,
Jackson, MS 39269.

This the 1st day of February, 1999.

                                   /s/ Robert A. Byrd
                                   Robert A. Byrd

<PAGE>

          IN THE UNITED STATES BANKRUPTCY COURT FOR THE
                 SOUTHERN DISTRICT OF MISSISSIPPI



IN RE:                                  CASE NUMBER:  95-08154-SEG

PALACE CASINOS, INC.
AKA TRANS.  JE ADV 9500884 06-14-95
SSN:     NA 87-0363613





             NOTICE OF ENTRY OF ORDER OF CONFIRMATION


      NOTICE IS HEREBY GIVEN in accordance with Federal Rule of Bankruptcy
Procedure 2002(f)(7) that an Order was entered on JUNE 15, 1999, confirming
the debtor(s) Plan.

     The Order confirming plan is on file and available for inspection in the
office of the Clerk of the United States Bankruptcy Court at 725 Washington
Loop, Suite 117, Biloxi, Mississippi.

     DATED: June 16, 1999



                         CHARLENE J. PENNINGTON, CLERK
                         UNITED STATES BANKRUPTCY COURT
                         725 WASHINGTON LOOP
                         SUITE 117
                         BILOXI, MS 39530-2267



<PAGE>

              IN THE UNITED STATES BANKRUPTCY COURT
             FOR THE SOUTHERN DISTRICT OF MISSISSIPPI
                        SOUTHERN DIVISION

IN RE:
PALACE CASINOS, INC.                                  NO. 95-08154 SEG

                      ORDER CONFIRMING PLAN

     Hearing was held on June 15, 1999, on the Confirmation of the Plan of
Reorganization under Chapter 11 of the Bankruptcy Code filed by the Plan
Proponents, Steven Rippon and Edward D. Bagley on February 1, 1999, and the
Court finding that the Plan was duly submitted to affected creditors and
parties in interest, after notice and hearing as required by law, and after
consideration of the evidence presented and the record in this cause the Court
finds as follows:

     1.     The Plan has been accepted in writing, or by consent, or said
Class is not impaired by the Creditors in Classes 1, 2, 3, and 4, and equity
security holders whose acceptance is required by law; and

     2.     The provisions of chapter 11 of the Bankruptcy Code have been
complied with; and

     3.     That the Plan has been proposed in good faith and not by any means
forbidden by law; and

     4.     That each holder of a claim or interest in Classes 2, 3, and 4
that is deemed impaired has accepted the Plan, or the Court having
specifically found that with respect to each class of impaired claims or
interests that the plan does not discriminate unfairly and is fair and
equitable; and

     5.     All payments made or promised by the Debtor or by a person issuing
securities or acquiring property under the Plan or by any other person for
services or for costs and expenses in, or in connection with, the Plan and
incident to the case, have been fully disclosed to the Court and are
reasonable or, if to be fixed after confirmation of the Plan, will be subject
to the approval of the Court; and

     6.     The identity, qualifications, and affiliations of the persons who
are to be directors, officers, or employees of the Debtor,     after
confirmation of the Plan, have been fully disclosed, and the appointment of
such persons to such offices, or their continuance therein, is equitable, and
consistent with the interests of the creditors and equity security holders and
with public policy; and

     7.     The identity of any insider that will be employed or retained by
the Debtor and his compensation, if any, have been fully disclosed; and

     8.     The Court further finds that the Debtor has requested confirmation
pursuant to 11 U.S.C. Section 1129(b), which has been rendered moot by the
Debtor's compliance with Section 1129(a)(1) - (13) of the Bankruptcy Code.,

     9.     Pursuant to Bankruptcy Code, Section 1106, the Plan Proponents on
behalf of the Debtor and their attorney must file with this Court within 180
days from the date hereof a report of distributions under the confirmed
Chapter 11 Plan on Form BC 100B.

     10.     Pursuant to Federal Rules of Bankruptcy Procedure, Rule 2015 and
3022 the Plan Proponents on behalf of the Debtor and their attorney must file
with this Court within 60 days from the date of this order the application for
final decree setting forth the information required by said Rules.

     IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the Plan Proponents or
the reorganized Debtor shall pay to the United States Trustee, the appropriate
sum required by 28 U.S.C. Section 1930(a)(6) within ten (10) days of the entry
of this Order, and simultaneously provide the United States Trustee an
appropriate affidavit indicating the cash disbursements for any relative
period in which the Plan Proponents has failed to file monthly operating
reports.

     IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the Plan Proponents
shall timely pay to the United States Trustee, any and all post confirmation
quarterly fees as required by 28 U.S.C. Section 1930(a)(6) until such time as
this case is converted, dismissed or closed by the court.  Additionally, the
Plan Proponents shall submit to the United States Trustee post confirmation
monthly operating reports in the format prescribed by the United States
Trustee until such time as this case is converted, dismissed or closed by the
court.

     IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the Plan of
Reorganization filed by the Plan Proponents Steven Rippon and Edward D. Bagley
on February 1, 1999, is hereby confirmed.

SO ORDERED this the 15th day of June, 1999.

                                 /s/ Edward R. Gaines

                              UNITED STATES BANKRUPTCY JUDGE

<PAGE>
              IN THE UNITED STATES BANKRUPTCY COURT
                 SOUTHERN DISTRICT OF MISSISSIPPI


IN THE MATTER OF:                              BANKRUPTCY NO.:

     PALACE CASINOS, INC.                         95-08154 SEG


                       ORDER CLOSING ESTATE

     It appearing to the Court that a Motion to Close Case was filed November
24, 1999 by Steven Rippon and Edward Bagley, Plan Proponents:

     IT IS ORDERED that the said estate be and is hereby closed.

DATED: December 3, 1999.


                                   By the Court



                                    /s/ Edward R. Gaines

                                   Edward R. Gaines
                                   United States Bankruptcy Judge