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                                                                   EXHIBIT 10.8A


                   FIRST AMENDMENT TO SUBDIVISION AGREEMENT
                   ----------------------------------------


     THIS FIRST AMENDMENT TO SUBDIVISION AGREEMENT is made this _____ day of
__________1998, by and between the CITY OF BLACK HAWK, COLORADO (the "City") and
ISLE OF CAPRI BLACK HAWK, LLC (the "Developer").

                                   RECITALS:
                                   --------

     A.  The City and the Developer entered into a Subdivision Agreement on
February 20, 1998 to secure the construction of certain public improvements for
the benefit of Isle of Capri, Black Hawk Subdivision Filing No. 1 (the
"Agreement").

     B.  The Developer desires that the City issue a temporary certificate of
occupancy prior to the completion of certain public improvements described in
paragraph 3 of the Agreement, specifically the Mill Street Bridge, the traffic
signal at Mill and Main Streets, the traffic signal at Mill Street and State
Highway, Main Street paving, and certain utilities.

     C.  The City desires to issue a temporary certificate of occupancy subject
to the receipt of an irrevocable letter of credit in an amount and in the form
attached as EXHIBIT A, which is attached hereto and incorporated by this
reference, with an expiration date of February 28, 2000, and completion of the
hotel portion of the Isle of Capri project as indicated herein and subject
further to the terms and conditions of this First Amendment.

                                  AGREEMENT:
                                  ---------

     NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, the sufficiency of which is mutually acknowledged,
the parties hereto agree as follows:

     Section 1.   Paragraph 8 of the Agreement is amended to provide as follows:

          8.  Completion of Public Improvements.  The obligations of the
     Developer provided for in paragraphs 3 and 6 of this Agreement, including
     the inspections thereof, shall be performed on or before December 31, 1999
     and proper
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     application for acceptance of the Public Improvements shall be made on or
     before such date. Upon completion of construction by the Developer of such
     Public Improvements and certification by the Developer's site engineer that
     the Public Improvements have been completed according to the plans approved
     by the City, the City's Director of Public Works or his designee shall
     inspect the improvements and certify with specificity their conformity or
     lack thereof to the City's specifications. The Developer shall make all
     corrections necessary to bring the improvements into conformity with the
     City's specifications. Once approved by the City's Director of Public
     Works, the City shall accept said improvements upon conveyance pursuant to
     paragraph 10; provided, however, the City shall not be obligated to accept
     the Public Improvements until the actual costs described in paragraph 2 of
     this Agreement are paid in full by the Developer.

     Section 2.  Upon the execution of the First Amendment, the Developer shall
present to the City an irrevocable letter of credit in the amount and in the
form attached as Exhibit A, with an expiration date of February 28, 2000, from a
financial institution acceptable to the City.  In the event the hotel rooms are
not completed on February 28, 2000, the Developer shall extend the term of the
letter of credit to coincide with the opening the hotel rooms.  The City may
draw on the irrevocable letter of credit for the reasons specified in the
Agreement and for the failure of the Developer to satisfy the terms and
conditions of this First Amendment.

     Section 3.  As  additional consideration to support this First Amendment,
the Developer shall commence construction of the hotel portion of the Isle of
Capri project, which includes the construction of one hundred (100) hotel rooms
on the property on or before June 15, 1999, and the Developer shall complete the
construction of such hotel rooms within twenty-two (22) months of the
commencement of construction.

     Section 4.  Except as specifically amended and modified herein, all other
provisions of the Subdivision Agreement shall remain in full force and effect.

     WHEREFORE, the parties hereto have executed this First Amendment to
Subdivision Agreement on the day and year first above-written.
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                                   CITY OF BLACK HAWK, COLORADO



                              By:  _______________________________
                                   Kathryn E. Eccker, Mayor

ATTEST:


___________________________________
Deborah S. Yancy, City Clerk

APPROVED AS TO FORM:


___________________________________
James S. Maloney, City Attorney



                                   ISLE OF CAPRI BLACK HAWK, LLC



                              By:  ______________________________



STATE OF COLORADO             )
                              ) ss.
COUNTY OF _________________   )

     The foregoing instrument was subscribed, sworn to, and acknowledged before
me this _____ day of _________1998, by ______________________ as the
_________________ of Isle of Capri Black Hawk, LLC.

     My commission expires:  __________________________

(S E A L)
                                    ______________________________
                                    Notary Public