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                                                                    EXHIBIT 10.6


                                SEAL FLEET, INC.

                     AMENDED 1996 LONG-TERM INCENTIVE PLAN



              Adopted by the Board of Directors on August 14, 1996
                            Amended March 21, 1997


1.      PURPOSE

         The 1996 Long-Term Incentive Plan (the "Plan") is intended to promote
the interests of Seal Fleet, Inc. ("Seal Fleet") by offering those directors,
executive officers, key employees and outside consultants of Seal Fleet who are
primarily responsible for the management, growth and success of the business of
Seal Fleet, the opportunity to participate in a long-term incentive plan
designed to reward them for their services and to encourage them to continue in
the employ of or to provide services to Seal Fleet.

2.      DEFINITIONS

         For all purposes of this Plan, the following terms shall have the
following meanings:

         "Common Stock" means Seal Fleet common stock, $.10 par value.

         "Non-Statutory Options" means stock options not qualified under Section
422 of the Internal Revenue Code of 1986, as amended.

         "Restricted Shares" means shares of Common Stock which have not been
registered under federal securities law.

         "Retirement" means a Participant's termination of employment or
association after attaining age 62.

         "Subsidiary" means any company which Seal Fleet owns, directly or
indirectly, the majority of the combined voting power of all classes of stock.

3.      ADMINISTRATION

         The Plan shall be administered by a Committee (the "Committee") of not
less than two non-employee directors of Seal Fleet selected by, and serving at
the pleasure of, Seal Fleet's Board of Directors (the "Seal Fleet Board"). To
qualify as a "non-employee director," a person must be a member of the Seal
Fleet Board who (i) is not currently an officer or employee of Seal Fleet or any
Subsidiary, (ii) has not received compensation for serving as a consultant or in
any other non-director capacity or had an interest in any transaction with Seal
Fleet or any Subsidiary that exceeds $60,000, or (iii) has not been engaged
through another party in a business 

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relationship with Seal Fleet (such as that of a lawyer or investment banker).
Non-employee directors shall qualify as such as provided under Rule 16b-3(b)(3)
of the Securities Exchange Act of 1934 ("Exchange Act"). In the event that Seal
Fleet does not have two non-employee directors, the Plan shall be administered
by the Seal Fleet Board.

         Initially, the Company or Subsidiary will recommend to the Committee
persons to whom awards may be granted. The Committee then shall have the
authority, subject to the terms of the Plan, to determine, based upon
recommendations, the persons to whom awards shall be granted ("Participants"),
the number of shares covered by each award, the time or times at which awards
shall be granted, the timing of when awards shall vest, and the terms and
provisions of the instruments by which awards shall be evidenced, and to
interpret the Plan and make all determinations necessary or advisable for its
administration. The Committee shall notify the Seal Fleet Board of all decisions
concerning awards granted to Participants under the Plan, the interpretation
thereof, and determinations concerning its administration.

         Notwithstanding the foregoing, (i) the initial awards of Non-Statutory
Options under this Plan and the terms of such awards shall be as set forth in
"Schedule A" attached hereto and incorporated herein by this reference, and such
awards shall not be modified or amended except in accordance with Section 9 or
with the consent of the respective Participants, and (ii) other than the initial
awards, any additional awards to members of the committee must also be approved
in advance by a majority of the disinterested members of the Seal Fleet Board.

4.      ELIGIBILITY

         Only persons who are employees, outside consultants, officers or
directors of Seal Fleet or of any Subsidiary shall be granted awards.

5.      STOCK SUBJECT TO THE PLAN

         The stock from which awards may be granted shall be shares of Common
Stock. When Restricted Shares are vested or when options are exercised, Seal
Fleet may either issue authorized but unissued Common Stock or Seal Fleet may
transfer issued Common Stock held in its treasury. Each of the respective boards
of Seal Fleet and Subsidiaries will fund the Plan to the extent so required to
provide Common Stock for the benefit of Participants. The total number of shares
of Common Stock which may be granted as Restricted Shares or stock options shall
not exceed, in the aggregate, 600,000 shares in total. Any Restricted Shares
awarded and later forfeited are again subject to award under the Plan. If an
option expires, or is otherwise terminated prior to its exercise, the shares of
Common Stock covered by such an option immediately prior to such expiration or
other termination shall continue to be available for grant under the Plan.

6.      GRANTING OF oPTIONS

         The date of grant of options to Participants under the Plan will be the
date on which the options are awarded by the Committee. The grant of any option
to any Participant shall neither entitle nor disqualify such Participant from
participating in any subsequent grant of options.

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7.      TERMS AND CONDITIONS OF OPTIONS

         Options shall be designated Non-Statutory Options and shall be
evidenced by written instruments approved by the Committee. Such instruments
shall conform to the following terms and conditions:

         7.1    OPTION PRICE

         The option price per share for an option shall be the fair market value
of the Common Stock underlying the option on the day the option is granted. Fair
market value shall be an amount equal to the average closing bid price of the
Common Stock for the five trading days immediately preceding the day of grant as
reported on the National Daily Quotation Service ("Pink Sheets") or the last
reported sale price of the Common Stock on the day of grant on any stock
exchange on which the Common Stock may be listed from time to time, or if there
was no such sale price on the day of grant, on the day next preceding the day of
grant on which there was such a sale. The option price shall be paid (i) in
cash, or (ii) in Common Stock, including Common Stock underlying the option
being exercised, having a fair market value equal to such option price or (iii)
in a combination of cash and Common Stock, including Common Stock underlying the
option being exercised. The fair market value of Common Stock delivered to Seal
Fleet pursuant to the immediately preceding sentence shall be determined on the
average closing bid price of the Common Stock for the five trading days
immediately preceding the day of exercise as reported on the Pink Sheets or the
last reported sale price of the Common Stock on the day of exercise on any stock
exchange on which the Common Stock may be listed from time to time, or, if there
was no such sale price on the day of exercise, on the day next preceding the day
of exercise on which there was such a sale.

         7.2    TERM AND EXERCISE OF OPTIONS

         Except in special circumstances, each option shall expire on the tenth
anniversary of the date of its grant and shall be exercisable according to a
vesting schedule to be determined by the Committee. However the Committee may
include in any option instrument, initially or by amendment at any time, a
provision making any installment or installments exercisable at a date earlier
than initially established, if the Committee deems such provision to be in the
interests of Seal Fleet or necessary to realize the reasonable expectation of
the optionee.

         After becoming exercisable, each installment shall remain exercisable
until expiration or termination of the option. After becoming exercisable an
option may be exercised by the optionee from time to time, in whole or part, up
to the total number of shares with respect to which it is then exercisable. The
Committee may provide that payment of the option exercise price may be made
following delivery of the certificate for the exercised shares.

         Upon the exercise of a stock option, the purchase price will be payable
in full in cash or Common Stock, or a combination thereof, as provided in
Paragraph 7.1. Any shares of 

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Common Stock so assigned and delivered to Seal Fleet or the Subsidiary, as
applicable, in payment or partial payment of the purchase price will be valued
at fair market value on the exercise date. Upon the exercise of an option, Seal
Fleet or a Subsidiary, as applicable, shall withhold from the shares of Common
Stock to be issued to the Participant the number of shares necessary to satisfy
Seal Fleet's or the Subsidiary's, as applicable, obligation to withhold federal
taxes, such determination to be based on the shares' fair market value on the
date of exercise.

         7.3    TERMINATION OF EMPLOYMENT OR ASSOCIATION

         If an optionee ceases, other than by reason of death or Retirement, to
be employed or associated with Seal Fleet, all options granted to such optionee
and exercisable on the date of termination of employment or association shall
expire on the earlier of (i) the tenth anniversary after the date of grant, or
(ii) three months after the day such optionee's employment or association ends.

         In the event of optionee's Retirement, all options granted to such
optionee, and exercisable on the date of such optionee's Retirement shall expire
on the earlier of (i) the tenth anniversary after the date of grant, or (ii) the
second anniversary of the day of such optionee's Retirement.

         Any installment not exercisable on the date of such termination or
Retirement shall expire and be thenceforth unexercisable. Whether authorized
leave of absence or absence in military or governmental service may constitute
employment for the purposes of the Plan shall be conclusively determined by the
Committee.

         Any award under this Plan to a Participant who suffers a termination of
employment or association may be accelerated, paid or continued if the
Committee, in the exercise of its absolute discretion, determines that such
action is in the best interests of Seal Fleet and equitable to the Participant.
The portion of any award exercisable in the event of continuation or the amount
of any payment due under a continued award may be adjusted by the Committee to
reflect the Participant's period of service from the date of grant through the
date of the Participant's termination of employment or such other factors as the
Committee determines are relevant to its decision to continue the award.

         7.4    EXERCISE UPON DEATH OF OPTIONEE

         If an optionee dies, the option may be exercised, to the extent of the
number of shares that the optionee could have exercised on the date of such
death, by the optionee's estate, personal representative or beneficiary who
acquires the option by will or by the laws of descent and distribution. Such
exercise may be made at any time prior to the earlier of (i) the tenth
anniversary after the date of grant, or (ii) the first anniversary of such
optionee's death. On the earlier of such dates, the option shall terminate.

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         7.5    ASSIGNABILITY

         No option shall be assignable or transferable by the optionee except by
will or by the laws of descent and distribution and during the lifetime of the
optionee the option shall be exercisable only by such optionee; provided,
however, that an optionee may assign the option to another Participant with the
prior written consent of the Seal Fleet Board.

8.      RESTRICTED SHARE AWARDS

         8.1    GRANT OF RESTRICTED SHARE AWARDS

         The Committee will determine for each Participant the time or times
when Restricted Shares shall be awarded and the number of shares of Common Stock
to be covered by each Restricted Share award.

         8.2    RESTRICTIONS

         Shares of Common Stock issued to a Participant as a Restricted Share
award will be subject to the following restrictions ("Share Restrictions"):

                (a)     Except as set forth in Paragraphs 8.4 and 8.5, upon
         the termination of employment or association of a participant, all of
         the Restricted Shares subject to a Restricted Share award will be
         forfeited and returned to Seal Fleet or, in the event such Restricted
         Shares were provided to the Participant from shares of Common Stock
         purchased by the Subsidiary, then the Restricted Shares will be
         forfeited and returned to the Subsidiary. In either case, all rights of
         the Participant to such Restricted Shares will terminate without any
         payment of consideration by Seal Fleet or the Subsidiary with which the
         Participant is employed or associated, unless the Participant maintains
         his or her employment or association (including membership on the Seal
         Fleet Board or consulting arrangements) with Seal Fleet or a Subsidiary
         for a period of time determined by the Committee.

                (b)     During the longer of the restriction period
         ("Restriction Period") relating to a Restricted Share award or a period
         of six months and one day from the date of the award, none of the
         Restricted Shares subject to such award may be sold, assigned,
         bequeathed, transferred, pledged, hypothecated or otherwise disposed of
         in any way by the Participant.

                (c)     The Committee may require the Participant to enter
         into an escrow agreement providing that the certificates representing
         Restricted Shares sold or granted pursuant to the Plan will remain in
         the physical custody of Seal Fleet or the employing Subsidiary or an
         escrow holder during the Restriction Period.

                (d)     Each certificate representing a Restricted Share
         sold or granted pursuant to the Plan will bear a legend making
         appropriate reference to the restrictions imposed on the Restricted
         Share.

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                (e)     The Committee may impose other restrictions on any
         Restricted Shares sold pursuant to the Plan as it may deem advisable,
         including without limitation, restrictions under the Securities Act of
         1933, as amended, under the requirements of any stock exchange upon
         which such share or shares of the same class are then listed and under
         any state securities laws or other securities laws applicable to such
         shares.

         8.3    RIGHTS AS A STOCKHOLDER

         Except as set forth in Paragraph 8.2(b), the recipient of a Restricted
Share award will have all of the rights of a stockholder of Seal Fleet with
respect to the Restricted Shares, including the right to vote the Restricted
Shares and to receive all dividends or other distributions made with respect to
the Restricted Shares.

         8.4    LAPSE OF RESTRICTIONS AT TERMINATION OF EMPLOYMENT

         In the event of the termination of employment or association of a
Participant during the Restriction Period by reason of death, total and
permanent disability, Retirement, or discharge from employment or association
other than a discharge for cause, the Committee may, at its discretion, remove
Share Restrictions on Restricted Shares subject to a Restricted Share award.

         Restricted Shares to which the Share Restrictions have not so lapsed
will be forfeited and returned to Seal Fleet as provided in Paragraph 8.2(a).

         8.5    LAPSE OF RESTRICTIONS AT DISCRETION OF THE COMMITTEE

         The Committee may shorten the Restriction Period or remove any or all
Share Restrictions if, in the exercise of its absolute discretion, it determines
that such action is in the best interests of Seal Fleet and equitable to the
Participant.

         8.6    LISTING AND REGISTRATION OF SHARES

         Seal Fleet may, in its reasonable discretion, postpone the issuance
and/or delivery of Restricted Shares until completion of stock exchange listing,
or registration, or other qualification of such Restricted Shares under any law,
rule or regulation.

         8.7    DESIGNATION OF BENEFICIARY

         A Participant may, with the consent of the Committee, designate a
person or persons to receive, in the event of death, any Restricted Shares to
which such Participant would then be entitled. Such designation will be made
upon forms supplied by and delivered to the Committee and may be revoked in
writing by the Participant. If a Participant fails effectively to designate a
beneficiary, then such Participant's estate will be deemed to be the
beneficiary.

         8.8    WITHHOLDING OF TAXES FOR RESTRICTED SHARES

         When the Participant, as holder of the Restricted Shares, recognizes
income, either on the date of grant or the date the restrictions lapse, Seal
Fleet or a Subsidiary, as applicable, shall 

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withhold from the shares of Common Stock, the number of shares necessary to
satisfy Seal Fleet's or the Subsidiary's, as applicable, obligation to withhold
federal taxes, such determination to be based on the shares' fair market value
as of the date income is recognized.

9.      CAPITAL ADJUSTMENTS

         The number and price of Common Stock covered by each award of options
and/or Restricted Shares and the total number of shares that may be granted or
sold under the Plan shall be proportionally adjusted to reflect, subject to any
required action by stockholders, any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination or exchange of
shares or other similar corporate change.

10.     CHANGE OF CONTROL

         Notwithstanding the provisions of Section 9, in the event of a change
of control, all share restrictions on all Restricted Shares will lapse and
vesting on all unexercised stock options will accelerate to the change of
control date. For purposes of this plan, a "change of control" of Seal Fleet
shall be deemed to have occurred at such time as (a) any "person" (as that term
is used in Section 13(d) and 14(d) of the Exchange Act), becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of Seal Fleet representing 25.0% or more of the
combined voting power of Seal Fleet's outstanding securities ordinarily having
the right to vote at the election of directors; or (b) individuals who
constitute the Seal Fleet Board on the date hereof (the "Incumbent Board") cease
for any reason to constitute at least a majority thereof, provided that any
person becoming a director subsequent to the date hereof whose election was
approved by at least a majority of the directors comprising the Incumbent Board,
or whose nomination or election was approved by a majority of the Seal Fleet
Board serving under an Incumbent Board, shall be, for purposes of this clause
(b), considered as if he or she were a member of the Incumbent Board; or (c)
merger, consolidation or sale of all or substantially all the assets of Seal
Fleet occurs, unless such merger or consolidation shall have been affirmatively
recommended to Seal Fleet's stockholders by a majority of the Incumbent Board;
or (d) a proxy statement soliciting proxies from stockholders of Seal Fleet, by
someone other than the current management of Seal Fleet seeking stockholder
approval of a plan of reorganization, merger or consolidation of Seal Fleet with
one or more corporations as a result of which the outstanding shares of Seal
Fleet's securities are actually exchanged for or converted into cash or property
or securities not issued by Seal Fleet unless the reorganization, merger or
consolidation shall have been affirmatively recommended to Seal Fleet's
stockholders by a majority of the Incumbent Board.

11.     APPROVALS

         The issuance of shares pursuant to this Plan is expressly conditioned
upon obtaining all necessary approvals from all regulatory agencies from which
approval is required, including gaming regulatory agencies. 

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12.     EFFECTIVE DATE OF PLAN

         The effective date of the Plan is August 14, 1996.

13.     TERM AND AMENDMENT OF PLAN

         This Plan shall expire on August 14, 2006 (except to options and
Restricted Shares outstanding on that date). The Seal Fleet's Board may
terminate or amend the Plan in any respect at any time, except that, no change
may be made which would cause any award under the Plan not to comply with Rule
16b-3 of the Exchange Act. No action of the Seal Fleet Board or Seal Fleet's
stockholders, however, may, without the consent of an optionee or Restricted
Shares grantee, alter or impair such Participant's rights under any option or
Restricted Shares previously granted.

14.     NO RIGHT OF EMPLOYMENT

         Neither the action of Seal Fleet in establishing this Plan, nor any
action taken by any Board of Seal Fleet or any Subsidiary or the Committee, nor
any provision of the Plan itself, shall be construed to limit in any way the
right of Seal Fleet to terminate a Participant's employment or association at
any time; nor shall it be evidence of any agreement or understanding, expressed
or implied, that Seal Fleet will employ an employee in any particular position
nor ensure participation in any future compensation or stock purchase program.

15.     WITHHOLDING TAXES

         Seal Fleet or the Subsidiary, as applicable, shall have the right to
deduct withholding taxes from any payments made pursuant to the Plan or to make
such other provisions as it deems necessary or appropriate to satisfy its
obligations to withhold federal, state or local income or other taxes incurred
by reason of payments or the issuance of Common Stock under the Plan. Whenever
under the Plan, Common Stock is to be delivered upon vesting of Restricted
Shares or exercise of an option, the Committee shall be entitled to require as a
condition of delivery that the Participant remit or provide for the withholding
of an amount sufficient to satisfy all federal, state and other government
withholding tax requirements related thereto.

16.     PLAN NOT A TRUST

         Nothing contained in the Plan and no action taken pursuant to the Plan
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between Seal Fleet and any Participant, the executor,
administrator or other personal representative, or designated beneficiary of
such Participant, or any other persons. If and to the extent that any
Participant or such Participant's executor, administrator or other personal
representative, as the case may be, acquires a right to receive any payment from
Seal Fleet pursuant to the Plan, such right shall be no greater than the right
of an unsecured general creditor of Seal Fleet.

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17.     NOTICES

         Each Participant shall be responsible for furnishing the Committee with
the current and proper address for the mailing of notices and delivery of
agreements, Common Stock and cash pursuant to the Plan. Any notices required or
permitted to be given shall be deemed given if directed to the person to whom
addressed at such address and mailed by regular United States mail, first-class
and prepaid. If any item mailed to such address is returned as undeliverable to
the addressee, mailing will be suspended until the Participant furnishes the
proper address. This provision shall not be construed as requiring the mailing
of any notice or notification if such notice is not required under the terms of
the Plan or any applicable law.

18.     SEVERABILITY OF PROVISIONS

         If any provision of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Plan shall be construed and enforced as if such provisions had
not been included.

19.     PAYMENT TO MINORS, ETC.

         Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or to the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Committee, Seal Fleet and other parties with respect thereto.

20.     HEADINGS AND CAPTIONS

         The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.

21.     CONTROLLING LAW

         This Plan shall be construed and enforced according to the laws of the
State of Nevada to the extent not preempted by federal law, which shall
otherwise control.

22.     ENFORCEMENT OF RIGHTS

         In the event Seal Fleet or a Participant is required to bring any
action to enforce the terms of this Plan, the prevailing party shall be
reimbursed by the non-prevailing party for all costs and fees, including actual
attorney fees, for bringing and pursuing such action.

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                                   SCHEDULE A



                                SEAL FLEET, INC.

                          1996 LONG-TERM INCENTIVE PLAN
                              INITIAL OPTION GRANTS



         Type of Options:    Non-Statutory

         Exercise Price
          of Options:        *

         Vesting Schedule
          of Options         100% on August 14, 1996

          Grantee               No. of Shares
          -------               -------------
          J. Erik Hvide              40,000
          Donald L. Caldera          40,000
          James S. Goodner           80,000
          Thomas M. Ferguson        240,000

                                    -------
              Total Shares          400,000









         ----------------------------
         * The exercise price shall be calculated based upon the average closing
bid price of the Common Stock of Seal Fleet, Inc. for the five trading days
immediately preceding the day of grant or August 14, 1995.










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                                   SCHEDULE B



                                SEAL FLEET, INC.

                   1996 LONG-TERM INCENTIVE PLAN ("1996 LTIP")
                        NON-STATUTORY STOCK OPTION GRANT



Participant:                                    Date of Grant:
Grant No.:                                      Option Exercise Price:
Type of Option:  Non-Qualified                  Option Shares:

         Subject to the terms of the 1996 LTIP and pursuant to this stock option
grant, Seal Fleet, Inc. (the "Company") hereby grants the option to purchase the
above described number of shares of Seal Fleet Class A Common Stock exercisable
at the Option Exercise Price stated above.

         Options granted thereunder shall be exercisable only to the extent of
"vesting." Vesting occurs when the Participant remains continuously employed or
associated with the company or its subsidiaries on the date upon which options
are scheduled to vest in order to have any right to exercise such options which
are scheduled to vest thereafter. If the Participant has failed to remain
continuously employed or associated with the Company or its subsidiaries on a
date upon which options are scheduled to vest, the Participant shall have no
right to nor be entitled to exercise those options or any other options which
may be scheduled to vest thereafter. The stock options under this stock option
grant shall vest 100% as of the Date of Grant.

         Except as may be otherwise provided in the 1996 LTIP, vested options
granted thereunder shall expire the earlier of either: (i) ten (10) years after
the Date of Grant; (ii) two (2) years after the Participant's retirement from
the Company or any of its subsidiaries after the Employee attains the age of 62
years; (iii) one (1) year after the date of the Participant's death; or (iv)
three (3) months after the Employee's termination from the Company or any of its
subsidiaries for reasons other than death or retirement after attaining the age
of 62 years.

         This grant is made pursuant to the terms of conditions of the 1996
LTIP, a copy of which is attached hereto as Exhibit "A," and by this reference
made a part hereof.

         In witness whereof, the undersigned executes this stock option grant as
of the first date set forth herein:

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SEAL FLEET, INC.



By:
           ----------------------------------------------

Its:
           ----------------------------------------------

Accepted and agreed to as of the Date of Grant:
Name:                              Social Security No.:
      ----------------------------                     --------------------

Residence Address:
                   ------------------------------------------------------------

















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                                   SCHEDULE C



                           ELECTION TO EXERCISE OPTION

To:

         The undersigned hereby irrevocably elects to purchase ______ shares of
common stock ("Common Stock") of Seal Fleet, Inc. (the "Company") issuable upon
the exercise of the attached non-statutory stock option (the "Option"), and
requests that certificates for such shares be issued in the name of and
delivered to the address of the undersigned, at the address stated below and, if
said number of shares shall not be all the shares which may be purchased
pursuant to the Option, that a new option evidencing the right to purchase the
balance of such shares be registered in the name of, and delivered to, the
undersigned at the address stated below. [The undersigned hereby agrees with and
represents to the Company that said shares of Common Stock are acquired for
investment and not with a view to, or for sale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act
of 1933.]

         Payment enclosed in the amount of $______________

         Dated:  _________________________________________

         Signature:  _____________________________________

         Address:  _______________________________________

                   _______________________________________
    















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