FORM S-8

Exhibit 10.31

Consulting Agreement between the Registrant and Xxxxxx X.
Xxxxx Consulting, Inc., ("Consultant")

As filed with the Securities and Exchange Commission on December 19, 1995

Registration No.33-
================================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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XXXXXX XXXXXXXX HOTEL & CASINO, INC.

(Exact name of registrant as specified in its charter)

NEVADA 00-0000000
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

Xxxxxx Xxxxxxxx, President
000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
(000) 000-0000
(Address of Registrant's principal executive offices, including zip code)

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MANAGEMENT CONSULTING PLAN WITH XXXXX X. XXXXXXXX CONSULTING, INC.
MANAGEMENT CONSULTING PLAN WITH XXXXXX X. XXXXX CONSULTING, INC.
(Full title of Plan)

000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
(000) 000-0000
(Name, address and telephone number of agent (for service)

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COPIES TO:
M. Xxxxxxx Xxxxxx, Esq.
Xxxxxxxx, Xxxxxx & Beam
Two Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000

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Approximate Date of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.

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CALCULATION OF REGISTRATION FEE

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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration Fee
--------------------------------------------------------------------------------------------------------

Common Stock $0,0001 Par Value(1) 750,000 50,7500 $562,500 $193.95
--------------------------------------------------------------------------------------------------------

(1) Includes shares of commons stock issuable upon exercise of options to
purchase a total of 750,000 shares of common stock, issuable for counseling and
advisory services to Xxxxx X. Xxxxxxxx Consulting, Inc (an option to purchase
486,000 shares) and to Xxxxxx X. Xxxxx Consulting, Inc. (an option to purchase
254,000 shares), respectively, and exercisable at $0.75 per share.

(2) The registration fee is based upon the exercise price of the options at
$0.75 per share calculated pursuant to Rule 457.

XXXXXX XXXXXXXX HOTEL & CASINO, INC.

CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------

1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus

2. Inside Front and Outside Back Inside Cover Page of Pro-
Cover Pages of Prospectus spectus and Outside Cover
Page of Prospectus

3. Summary information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges

4. Use of Proceeds Not Applicable

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Sales by Selling Security
Holder

8. Plan of Distribution Cover Page of Prospectus and
by Selling Security Holder Sales

9. Description of Securities to be Description of Securities:
Registered Management Consulting
Agreement with CKN Capital Corporation

10. Interests of Named Experts and Legal Matters
Counsel

11. Material Changes Not Applicable

12. Incorporation of Certain information Incorporation of Certain
by Reference Documents by Reference

13, Disclosure of commission Position Indemnification of Directors
on Indemnification for Securities and Officers; Undertakings
Act Liabilities

DATED: December 19, 1995

PROSPECTUS
XXXXXX XXXXXXXX HOTEL & CASINO, INC.

750,000 Shares Common Stock

ISSUED PURSUANT TO THE, EXERCISE OF OPTIONS UNDER
THE COMPANY'S MANAGEMENT CONSULTING AGREEMENT
WITH XXXXX X. XXXXXXXX CONSULTING, INC. AND
XXXXXX X. XXXXX CONSULTING, INC.,

This prospectus is part of a Registration Statement which registers an
aggregate of 750,000 shares of Common Stock, $0.0001 par value (such shares
being referred to as the "Shares"), of XXXXXX XXXXXXXX HOTEL & CASINO, INC. (the
"Company") which may be issued upon exercise of certain options, as set forth
herein, to Xxxxx D, Xxxxxxxx Consulting, Inc. and Xxxxxx X. Xxxxx Consulting,
Inc., consultants to the Company (the "Consultants" or if referred to
individually the "Consultant") pursuant to their respective written Management
Consulting Agreements dated December 7, 1995 (the "Consulting Agreements" or the
"Consulting Agreements") providing for the issuance of such options (such
options being hereinafter collectively referred to as the ("Options"). Such
selling stockholders may sometimes hereafter be referred to as the "Selling
Security Holders." All of the Stocks are being issued to the Consultants
Pursuant to their respective Consulting Agreements, The Company has been advised
by the Selling Security Holders that it may sell all or a portion of the Shares
from time to time in the Bulletin Board market, in negotiated transactions,
directly or through brokers or otherwise, and that such shares will be sold at
market prices prevailing at the time of such sales or at negotiated prices, and
the Company will not receive any proceeds from such sales. The company's
principal executive office is located at 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxx 00000, (000) 000-0000.

No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the Shares issuable under the terms of the Agreement shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.

The date of this Prospectus is December 19, 1995

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copies at
the public reference facilities of the Commission at 000 Xxxxx Xxxxxx, X.X.,
Xxxxxxxxxx X.X. 00000. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx X.X. 00000. The Company's
Common Stock is traded on the Bulletin Board under the symbol "XXXX.'

The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to the resale of up to an aggregate of up to 750,000
shares of the Company's Common Stock offered by this Prospectus, reference is
made to the Registration Statement, including the exhibits thereto. Statements
in this Prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the Registration Statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made
for a full statement of the provisions thereof. A copy of the Registration
Statement with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part
thereof.

1 . The company's Annual Report on Form 10-KSB filed for the year ended
December 31, 1994 and the Company's Quarterly Reports on Forms 1O-QSB for the
quarters of Match 31, 1995, June 30, 1995 and September 30, 1995; Current
Reports on Form 8-K dated June 30, 1995, July 21, 1995 and August 30, 1995;
description of the Company's Common Stock contained in the Company's Form 8-A
dated October 18, 1990.

2. All reports and documents filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.

The Company hereby undertakes to provide without charge to each person,
including any beneficial owner to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus other than exhibits to such documents. Written
requests for such copies should be directed to Corporate Secretary, 000
Xxxxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx,, Xxxxxx 00000, (000) 000-0000.

INFORMATION WITH RESPECT TO THE COMPANY

This Prospectus is accompanied by the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1994 and the company's Quarterly Reports on Form
10-QSB for the quarters ended March 31, 1995, June 30, 1995 and September 30,
1995; Current Reports on Form 8-K dated June 30, 1995. July 21, 1995 and August
30,1995; description of the Company's Common Stock contained in the company's
Form 8-A dated October 18, 1990. These Annual and Quarterly Reports as well is
all other reports filed by the Company pursuant to Sections 13(a), 13(c),

14 or 15(d) of the Securities Exchange Act of 1934 are, hereby incorporated by
reference in this Prospectus and may be obtained, without charge, upon the oral
or written request of any person to the Company at 000 Xxxxxxxxxx Xxxxxx Xxxxx,
Xxx, Xxxxx, Xxxxxx 00000. (000) 000-0000.

MANAGEMENT CONSULTING AGREEMENT
WITH XXXXX X. XXXXXXXX CONSULTING. INC.

General

On December 7, 1995, the Company entered into a Management Consulting
Agreement with Xxxxx D, Xxxxxxxx Consulting, Inc. pursuant to which the Company
agreed to issue to the Consultant Options to purchase up to an aggregate of
486,000 shares of common Stock of the Company in consideration for consulting
services to be provided to the Company over an anticipated eight-month period
commencing as of the date of the agreement. The Consultant is wholly-owned by
Xx. Xxxxx X. Xxxxxxxx, who is the sole officer and director of the Consultant.
The term of the Management Consulting Agreement shall be eight months. Under the
terms of the Consulting Agreement the Consultant is to undertake for and consult
with the Company concerning management, marketing and operational planning and
consulting, strategic planning, corporate organization, and structure, expansion
of services and stockholder relations, and shall review and advise the Company
regarding its overall progress, needs and condition.

In particular, the Consultant shall assist the Company with the
implementation of short range and long term strategic planning to fully develop
and enhance the Company's assets, resources, products and services; and advise
and recommend to the Company additional services related to the present products
and services provided by the Company as well as new products and services that
may be provided by the Company.

Compensation

In connection with the Consulting Agreement, the Company has agreed to
issue Options to purchase up to 486,000 shares of Common Stock of the Company
over the period of twenty-four months and which are not being administered by
either the Board of Directors of the Company or any committee of the Board of
Directors organized for that purpose. The specific terms of the Options are as
follows:

(a) Option Price. Options to purchase 486,000 shares of Common Stock shall
be exercisable at a price per share of Common Stock of $0.75.

(b) Terms of Options. Each Option is exercisable from December 10, 1995
until its expiration date of December 10, 1997.

(c) Payment for Shares. The purchase price for the exercise of the Options
is payable in cash, and the price for the shares of Common Stock is to
be paid in full upon exercise of the Options.

(d) Transferability. The Options are not transferable by the holder
thereof except pursuant to the laws of descent and distribution to the
sole shareholder.

(e) Redemption. There are no redemption rights afforded to the Company in
connection with the Options.

(1) Adjustments. The number of shares of Common Stock of the Company
purchasable upon exercise of the Options and the exercise price of the
Options are subject to the adjustment involving stock dividends, stock
splits, reorganizations, reclassification, consolidations and mergers.
There will be no adjustment for the payment of cash dividends by the
Company on its Common Stock. The Company is not required to issue
fractional shares. Options for fractional shares amounting to less
than one share will be disregarded,

(g) Miscellaneous. It is intended that the shares of Common Stock issued
on exercise of the Options will be fully registered securities under
the Securities Act of 1933.

MANAGEMENT CONSULTING AGREEMENT
WITH XXXXXX X. XXXXX CONSULTING, INC.

General

On December 7, 1995, the Company entered into a Management Consulting
Agreement with Xxxxxx X. Xxxxx Consulting, Inc. pursuant to which the Company
agreed to issue to the Consultant Options to purchase up to an aggregate of
264,000 shares of Common Stock of the Company in consideration for consulting
services to be provided to the Company over an anticipated eight-month period
commencing as of the date of the agreement. The Consultant is wholly-owned by
Mr. Xxxxxx C- Xxxxx, who is the sole officer and director of the Consultant. The
term of the Management Consulting Agreement shall be eight months. Under the
terms of the Consulting Agreement the Consultant is to undertake for and consult
with the Company concerning management, marketing and operational planning and
consulting, strategic planning, corporate organization and structure, expansion
of services and stockholder relations, and shall review and advise the Company
regarding its overall progress, needs and condition.

In particular, the Consultant shall assist the Company with the
implementation of short range and long term strategic planning to fully develop
and enhance the company's assets, resources, products and services, and advise
and recommend to the Company additional services relating to the present
products and services provided by the Company as well as new products and
services that may be provided by the Company.

Compensation

In connection with the Consulting Agreement, the Company has agreed to
issue Options to purchase up to 264,000 shares of Common Stock of the Company
over the period of twenty-four months and which are not being administered by
either the Board of Directors of the Company or any committee of the Board
Directors organized for that purpose. The specific terms of the Options are as
follows:

(a) Option Price. Options to purchase 264,000 shares of Common Stock shall
be exercisable at a price per share of Common Stock of $0.75.

(b) Terms of Options, Each Option is exercisable from December 10, 1995
until its expiration date of December 10, 1997.

(c) Payment for Shares. The purchase price for the exercise of the Options
is payable in cash, and the price for the shares of Common Stock is to
be paid in full upon exercise of the Options.

(d) Transferability. The Options are not transferable by the holder
thereof except pursuant to the laws of descent and distribution to the
sole shareholder.

(e) Redemption. There are no redemption rights afforded to the Company in
connection with the Options.

(f) Adjustments. The number of shares of common stock of the Company
purchasable upon exercise of the Options and the exercise price of the
Options are subject to the adjustment involving stock dividends, stock
splits, reorganizations, reclassifications, consolidations and
mergers. There will be no adjustment for the payment of cash dividends
by the Company on its Common Stock. The Company is not required to
issue fractional shares. Options for fractional shares amounting to
less than one share will be disregarded.

(g) Miscellaneous. it is intended that the shares of Common Stock issued
on exercise of the Options will be fully registered securities under
the Securities Act of 1933.

Restrictions Under Securities Laws

The sale of any shares of Common Stock acquired upon the exercise of the
Options must be made in compliance with federal and state securities laws.
Officers, directors and 10% or greater stockholder of the Company, as well as
certain other persons or parties who may be deemed to be "affiliates" of the
Company under the Federal Securities Laws, should be aware that resales by
affiliates can only be made pursuant to an effective Registration Statement,
Rule 144 or any other applicable exemption. Officers, directors and 10% and
greater stockholders are also subject to, the "short swing" profit rate of
Section 16(b) of the Securities Exchange Act of 1934. Section 16(b) of the
Exchange Act generally provides that if an officer, director or 10% and greater
stockholder sold any Common Stock of the Company acquired pursuant to the
exercise of a stock option or warrant, he would generally be required to pay to
the Company and "profits" resulting from the sale of the stock and receipt of
the stock option. Section 16(b) exempts all option exercises from being treated
as purchases and, instead, treats an option grant as a purchase of the
underlying security, which grant/purchase may be matched with any sale or the
underlying security within six months of the date of grant.

SALES BY SELLING: SECURITY HOLDERS

The following table sets forth the name of the Selling Security Holder, the
amount of shares of Common Stock held directly or indirectly or underlying the
maximum number of Options to be issued to the Selling Security Holder, the
amount of shares of Common Stock underlying the Options to be offered by the
Selling Security Holder, the exercise price for the Options, the amount of
Common Stock to be owned by the Selling Security Holder following sale of such
shares of Common Stock and the percentage of shares of Common Stock to be owned
by the Selling Security Holder following completion of such offering (based on
9,925,751 shares of Common Stock of the Company outstanding as of December 19,
1995). Unless otherwise indicated, each of the stockholders has sole voting and
investment Power with respect to shares beneficially owned.

Exercise Shares to be Percent to be
Name of Selling Number of Shares to Price per owned After owned after
Security Holder Shares Owned be Offered Share Offering Offering
--------------- ------------ ---------- ----- -------- --------

Xxxxx D, Xxxxxxxx 486,000 (1) 486,000 $0.75 0 none
Consulting, Inc.

Xxxxxx X. Xxxxx 264,000 (2) 264,000 $O.75 0 none
Consulting, Inc.

(1) Represents shares underlying a currently execrable option to purchase
468,000 shares of the Company's common stock exercisable at $O.75 per
share, which has been issued to Consultant for advisory and consulting
services.

(2) Represents shares underlying a currently exercisable option to purchase
264,000 shares of the company's common stock exercisable at $O.75 per
share, which has been issued to Consultant for advisory and consulting
services.

DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of 25,000,000 shares
of Common Stock, $.0001 par value, and 50,000,000 shares of preferred stock,
$.OOO1 par value.

The following summary of certain terms of the Common Stock and Preferred
Stock does not purport to be complete and is subject to, and qualified in its
entirely by, the provisions of the Company's Certificate of Incorporation and
By-laws, which are included as exhibits to the Registration Statement of which
this Prospectus is a part, and the provisions of applicable law.

Common Stock

As of the date of this Prospectus, there are 9,925,751 shares of Common
Stock outstanding. Holders of Common Stock are entitled to one vote for each
share held of record on all matters submitted to a vote of the stockholders.
Holders of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preference of any then outstanding preferred
stock, if any. Holders of Common Stock have no right to convert their Common
Stock into any other securities. The Common Stock has no preemptive or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are, and
the Common Stock to be outstanding upon completion of this Offering will be,
duly authorized, validly issued, fully paid and nonassessable.

Preferred Stock

The Board of Directors has the authority, without further action by the
stockholders, to issue up to 50,000,000 shares of Preferred Stock, $.OOO1 par
value, of which 2,000,0OO shares have been designated as Series AA and of which
667,904 shares of its AA Preferred Stock are currently issued and remain
outstanding. The Company currently has no plans to issue any additional
preferred stock. The Board of Directors of the Company has authority, however,
to issue all or any portion of the authorized but unissued preferred stock in
one or more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, conversion rights, voting
rights, terms of redemption, liquidation preference and the number shares
constituting any series at the designation of such series. The issuance of
Preferred Stock could adversely affect the voting power of holders of Common
Stock and could have the effect of delaying, deferring or preventing a change in
control of the Company.

Trading Status

The Company's Common Stock is traded in the Bulletin Board under the symbol
"XXXX".

Transfer Agent

The Transfer Agent for the shares of Common Stock is American Stock
Transfer and Trust, 00 Xxxx Xxxxxx. Xxx Xxxx, Xxx Xxxx 00000, telephone number:
(000) 000-0000.

LEGAL MATTERS

Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Xxxxxxx, Xxxxxx & Beam, Irvine
California. Shareholders of Xxxxxxx, Xxxxxx & Beam are not the beneficial owners
of any of the Company's common stock.

PART II

Item 3. Incorporation of Documents by Reference.

The Registrant incorporates the following documents by reference in the
registration statement:

(a) The Company's Annual Report on Form 1O-KSB filed for the year ended
December 31, 1994 and the Company's Quarterly Reports on Forms 1O-QSB for
the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995;
Current Reports on Form 8-K dated June 30,1995, July 21, 1995 and August
30, 1995; description of the Company's Common Stock contained in the
Company's Form 8-A dated October 19, 1990;

All other documents filed in the future by Registrant after the date of this
registration Statement under section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment Registration Statement which deregisters the securities covered
hereunder which remain unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.

Item 4. Description of Securities.

The class of securities to be offered is registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended. A description of the
registrant's Securities is set forth in the Prospectus incorporated as a part of
this Registration Statement.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Officers & Directors

The Company's Bylaws and the Nevada General Corporation Law provide for
indemnification of directors and officers against certain liabilities. Officers
and directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.

The Company's Certificate of Incorporation further provides that a director
of the Company shall not be personally liable for monetary damages to the
Company or its shareholders for breach of any fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
the unlawful payments or dividends or stock redemption by the Company or (iv)
for any transaction from which the director derives an improper Personal
benefit.

Item 7. Exemption form Registration Claimed

Inasmuch as the Consultant who received the options of the Registrant was
knowledgeable, sophisticated and had access to comprehensive information
relevant to the Registrant such transaction was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Act.

Item 8. Exhibits

4(l) Management Consulting Agreement with Xxxxx X. Xxxxxxxx Consulting, Inc.

4(2) Management Consulting Agreement with Xxxxxx X. Xxxxx Consulting, Inc.

4(3) Option Agreement with Xxxxx X. Xxxxxxxx Consulting, Inc.

4(4) Option Agreement with Xxxxxx X. Xxxxx Consulting, Inc.

5 Opinion of Xxxxxxxx, Xxxxxx & Beam, consent included,, relating to the
Issuance of the shares of securities pursuant to the Management Consulting
Agreement

23(1) Consent of Xxxxxxxx, Xxxxxx & Beam.

23(2) Consent of KPMG Peat Marwick LLP.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by section 1O(a)(3)) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement including (but not limited to) any
addition or election of a managing underwriter.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities offered at that
time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof,

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore, unenforeceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel that matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement in be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Las Vegas, NV, on December
, 1995.

XXXXXX XXXXXXXX HOTEL & CASINO, INC.

By: /s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx President

Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following persons in the
capacities indicated on December , 1995.

/s/ Xxxxxx Xxxxxxxx
------------------------
Xxxxxx Xxxxxxxx Chairman of the Board

/s/ Xxxx Xxxxxx President, Chief Executive Officer,
------------------------ Chief Financial Officer & Director
Xxxx Xxxxxx (Principal Executive Officer and
Principal Financial Officer)

EXHIBIT (4)(1)

Managing Consulting Agreement
with
Xxxxx X. Xxxxxxxx Consulting, Inc.

XXXXX X. XXXXXXXX CONSULTING, INC.
Xxx Xxxx Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000

December 7, 1995

Ms. Xxxxxx Xxxxxxxx
Chairman
XXXXXX XXXXXXXX HOTEL & CASINO, INC.
000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000

RE: Management Consulting Agreement
-----------------------------------

Dear Xx. Xxxxxxxx:

Formalizing our earlier discussions this is to acknowledge and confirm the
terms of our Management Consulting Agreement ("Consulting Agreement") as
follows:

1. Appointment of Xxxxx X. Xxxxxxxx Consulting, Inc.. XXXXXX, XXXXXXXX
HOTEL & CASINO, INC. ("XXXX") hereby engages Xxxxx X. Xxxxxxxx Consulting, Inc.
("BISTRIAN") and BISTRIAN hereby agrees to render services to XXXX as a
management consultant, strategic planner and advisor.

2. Duties. During the term of this Agreement, BISTRIAN shall provide advice
to, undertake for and consult with the Company concerning management, marketing
consulting, strategic planning corporate organization and structure, financial
matters in connection with the operation of the business of the Company,
expansion of services, stockholder relations, and shall review and advise XXXX
regarding its overall progress, needs and condition. BISTRIAN agrees to provide
on a basis the following enumerated services plus any additional services
contemplated thereby.

(a) The implementation of short range and long term strategic planning
to fully develop and enhance DEBI's assets, resources, products and
services;

(b) Advise and recommend to XXXX additional services relating to the
present business and services provided by XXXX as well as new products
and services that may be provided by XXXX.

3. The term of this Consulting Agreement shall be for an eight-month period
commencing on the date hereof.

4. Compensation. As compensation for its services hereunder, BISTRIAN shall
be issued options (the "Options") to purchase up to 486,000 shares of Common
Stock, $.OOO1 par value (the "Shares"), of the Company exercisable at a price of
$0.75 per share.

5. Purchase of Shares. The exercise price for the Options shall be paid in
cash, and appropriate investment restrictions shall be noted against the Shares.

6. Expenses. BISTRIAN shall be entitled to reimbursement by XXXX of such
reasonable out-of-pocket expenses as BISTRIAN may incur in performing services
under this Consulting Agreement. Any significant expenses shall be approved in
advance in writing by XXXX.

7. Registration. XXXX agrees to provide BISTRIAN with registration rights
at DEBI's cost and expenses and include, the underlying shares of Common Stock
in a registration statement on Form S-8 to be filed by XXXX with the Securities
and Exchange Commission within the proximate future, provided that the Options
may not be exercised prior to the registration statement being filed with the
SEC.

8. Confidentiality . BISTRIAN will not disclose to any other person, firm
or corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by XXXX which is acquired by BISTRIAN in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives XXXX an advantage over its competitors. Trade
secrets can include, by way of example, products or services under development,
production methods and processes, sources of supply, customer lists, marketing
plans and information concerning the filing of pendency of patent applications).
Any financial advice tendered by BISTRIAN pursuant to this Consulting Agreement
may not be disclosed publicly in any manner without the prior written approval
of BISTRIAN.

9. Indemnification. XXXX agrees to indemnify and hold BISTRIAN harmless
from and against losses, claims, damages, liabilities, costs or expenses
(including reasonable attorneys' fees (collectively the "liabilities") joint and
several, arising out of the performance of this Consulting Agreement, whether or
not BISTRIAN is a party to such dispute. This indemnity shall not apply,
however, and BISTRIAN shall indemnify and hold XXXX, its affiliates, control
persons, officers, employees and agents harmless from and against all
liabilities, where a court of competent jurisdiction has made final
determination that BISTRIAN engaged in gross recklessness and willful misconduct
in the performance of its services hereunder which gave rise to the losses,
claim, damage, liability, cost or expense sought to be recovered hereunder (but
pending any such final determination, the indemnification and reimbursement
provisions of this Consulting Agreement shall apply and XXXX shall perform its
obligations hereunder to reimburse BISTRIAN for its expenses.) The provisions of
this paragraph 8 shall survive the termination and expiration of this Consulting
Agreement.

10. Independent Contractor. BISTRIAN and XXXX hereby acknowledge that
BISTRIAN is an independent contractor. BISTRIAN shall not hold itself out as,
nor shall it take any action from which others might infer, that it is a partner
of, agent of or a joint venturer of XXXX.

11. Miscellaneous. This Consulting Agreement sets forth the entire under
standing of the parties relating to the subject matter hereof, and supersedes
and cancels any prior communications, understandings and agreements between the
parties. This Consulting Agreement cannot be modified or changed, nor can any of
its provisions be waived except by written agreement signed by a11 parties. This
Consulting Agreement shall be governed by the laws of the State of Nevada. In
any event or any dispute as to the terms of this Consulting Agreement, the
prevailing party in any litigation shall be entitled to reasonable attorney's
fees.

Please confirm that the foregoing correctly sets forth our understanding by
signing the enclosed copy of this letter where provided and returning it to us
at your earliest convenience.

Very truly yours,

XXXXX X. XXXXXXXX CONSULTING, INC.

By:
-----------------------------
Its:
-----------------------------

ACCEPTED AND AGREED TO as
of the day of December 1995

XXXXXX XXXXXXXX HOTEL & CASINO, INC.
By:
-------------------------------
Xxxx Xxxxxx, President

EXHIBIT (4)(2)

Managing Consulting Agreement
with
Xxxxxx X. Xxxxx Consulting, Inc.

XXXXXX X. XXXXX CONSULTING, INC.
0000 Xx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000

December 7, 1995

Ms. Xxxxxx Xxxxxxxx
Chairman
XXXXXX, XXXXXXXX HOTEL & CASINO, INC.
000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000

RE: Management Consulting Agreement
-------------------------------

Dear Xx. Xxxxxxxx:

Formalizing our earlier discussions this is to acknowledge and confirm the
terms of our Management Consulting Agreement ("Consulting Agreement") as
follows:

1. Appointment of Xxxxxx X. Xxxxx Consulting Inc.. XXXXXX XXXXXXXX HOTEL &
CASINO, INC. ("XXXX") hereby engages Xxxxxx X. Xxxxx Consulting, Inc. ("XXXXX')
and XXXXX hereby agrees to render services to XXXX as management consultant,
strategic planner and adviser.

2. Duties. During the term of this Agreement, XXXXX shall provide advice
to, undertake for and consult with the Company concerning management, marketing
consulting, strategic planning corporate organization and structure, financial
matters in connection with the operation of the business of the Company,
expansion of services, stockholder relations, and shall review and advise XXXX
regarding its over-all progress, needs and condition. XXXXX agrees to provide on
a timely basis the following enumerated services plus any additional services
contemplated thereby.

(a) The implementation of short range and long term strategic
planning to fully develop and enhance DEBI's assets, resources,
products and services;

(b) Advise and recommend to XXXX additional services relating to the
present business and services provided by XXXX as well as new
products and services that may be provided by XXXX.

3. Term. The term of this Consulting Agreement shall be for an eight-month
period commencing on the date hereof

4. Compensation. As compensation for its services hereunder, XXXXX shall be
issued Options (the "Options") to purchase up to 264,000 shares of Common
Stock, $.OOO1 par value (the "Shares"), of the Company exercisable at a price of
$0.75 per share.

5. Purchase of Shares
The exercise price for the Options shall be paid in cash, and
appropriate investment restrictions shall be noted against the Shares.

6. Expenses. XXXXX shall be entitled to reimbursement by XXXX of such
reasonable out of pocket expenses as XXXXX may incur in performing services
under this Consulting Agreement. Any significant expenses shall be approved in
advance in writing by XXXX.

7 Registration. XXXX agrees to provide XXXXX with registration rights at
DEBI's cost and expense; and include the underlying shares of Common Stock in a
registration statement on Form S-8 to be filed by XXXX with the Securities and
Exchange Commission within the proximate future, provided that the Options may
not be exercised prior to the registration statement being filed with the SEC

8. Confidentiality. XXXXX will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by XXXX which is acquired by XXXXX in the course of its performing
services hereunder. (A trade secret is information not generally known to the
trade which gives XXXX an advantage over its competitors. Trade secrets can
include, by way of example, products or services under development, production
methods and processes, sources of supply, customer lists, marketing plans and
information concerning the filing of pendency of patent applications). Any
financial advice tendered by XXXXX pursuant to this Consulting Agreement may not
be disclosed publicly in any manner without the prior written approval of XXXXX.

9. Indemnification. XXXX agrees, to indemnify and hold XXXXX harmless from
and against all losses, claims, damages, liabilities, costs or expenses
(including reasonable attorneys' fees (collectively the "Liabilities") joint and
several, arising out of the performance of this Consulting Agreement, whether or
not XXXXX is a party to such dispute. This indemnity shall not apply, however,
and XXXXX shall indemnify and hold XXXX, its affiliates, control persons,
officers, employees and agents harmless from and against all liabilities, where
a court of competent jurisdiction has made a final determination that XXXXX
engaged in gross recklessness and willful misconduct in the performance of its
services hereunder which gave rise to the losses, claim, damage, liability, cost
or expense sought to be recovered hereunder (but pending any such final
determination, the indemnification and reimbursement provisions of this
Consulting Agreement shall apply and XXXX shall perform its obligations
hereunder to reimburse XXXXX for its expenses.) The provisions of this paragraph
8 shall survive the termination and expiration of this Consulting Agreement.

10. Independent Contractor. XXXXX and XXXX hereby acknowledge that XXXXX is
an independent contractor. XXXXX shall not hold itself out as, nor shall it take
any action from which others might infer, that it is a partner of, agent of or a
joint venturer of XXXX.

11. Miscellaneous. This consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
not can any of its provisions be waived except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Nevada. In any event of any dispute as to the terms of this Consulting
Agreement, the prevailing party in any litigation shall be entitled to
reasonable attorneys' fees.

Please confirm that the foregoing correctly sets forth our understanding by
signing the encloses copy of this letter where provided and returning it to us
at your earliest convenience.

Very truly yours,

XXXXX X. XXXXXXXX CONSULTING, INC.

By:
-----------------------------
Its:
-----------------------------

ACCEPTED AND AGREED TO as
of the day of December 1995

XXXXXX XXXXXXXX HOTEL & CASINO, INC.
By:
-------------------------------
Xxxx Xxxxxx, President

EXHIBIT(4)(3)

OPTION AGREEMENT

OPTION TO PURCHASE
COMMON STOCK
OF
XXXXXX XXXXXXXX HOTEL & CASINO, INC.

This is to certify that XXXXX X. XXXXXXXX CONSULTING, INC. ("Optionee") is
entitled, subject to the terms and conditions hereinafter set forth, to purchase
486,000 shares of Common Stock, $.OOO1 par value per share (the "Common
Shares") of XXXXXX XXXXXXXX HOTEL & CASINO, INC., a Nevada corporation (the
"Company"), from the Company at the price per share and on the terms set forth
herein and to receive a certificate of the Common Shares so purchased on
presentation and surrender to the Company with the subscription form attached,
duly executed and accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check or other check
payable to the order of the Company.

The purchase rights represented by this Option are exercisable commencing
December 10, 1995 through and including December 10, 1997 at a price per Common
Share of $0.75.

Subject to the above conditions, the purchase rights represented by this
Option are exercisable at the option of the registered owner hereof in whole at
any time, or in part from time to time, within the period specified; provided,
however, that such purchase rights shall not be exercisable with respect to a
fraction of a Common Share. In case of the purchase of less than all the Common
Shares purchasable under this Option, the Company shall cancel this Option on
surrender hereof and shall execute and deliver a new Option of like tenor and
date for the balance of the shares purchasable hereunder.

The Company agrees at all times to reserve or hold available a sufficient
number of Common Stock to cover the number of shares issuable on exercise of
this and all other Options of like tenor then outstanding.

This Option shall not entitle the holder hereof to any voting rights or
other rights as a stockholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect to this Option or the interest represented
hereby or the Common Shares purchasable hereunder until or unless, and except to
the extent that, this Option shall be exercised.

In the event that the outstanding Common Shares hereunder are changed into
or exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:

(a) The aggregate number and kind of Common Shares subject to this Option,
shall be adjusted appropriately;

(b) Rights under this Option, both as to the number of subject Common
Shares and the Option price, shall be adjusted appropriately; and

(c) Where dissolution or liquidation of the company or any merger or
combination in which the Company is not a surviving corporation is involved,
this Option shall terminate, but the registered owner of this Option shall have
the right, immediately prior to such dissolution, liquidation, merger or
combination, to exercise his Option in whole or in part to the extent that it
shall not have been exercised.

The foregoing adjustments and the application of the foregoing provisions
may provide for the elimination of fractional share interests.

The Option and all rights hereunder shall not be transferrable otherwise
than by will or the laws of descent and distribution and except to the sole
shareholder of Optionee.

The Company shall not be required to issue or deliver any certificate of
Common Shares purchased on exercise of this Option or any portion thereof prior
to fulfillment of all the following conditions:

(a) The completion of any registration or other qualification of such
shares under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other government regulatory body which
is necessary;

(b) The obtaining of any approval or other clearance from any federal or
state government agency which is necessary.

The Company agrees to file an appropriate registration statement under the
Securities Act of 1933 as soon as practicable in order to register the
underlying Common Shares under such Act.

IN WITNESS WHEREOF, the Company has caused this Option to be executed by
the signature of its duly authorized officer.

XXXXXX XXXXXXXX HOTEL & CASINO, INC.

By: ______________________
Xxxx Xxxxxx, President
Dated: December 5, 1995

SUBSCRIPTION FORM

(To be executed by the registered holder to exercise the rights
to purchase Common Shares evidenced by the within Option).

Xxxxxx Xxxxxxxx Hotel & Casino, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000

The undersigned hereby irrevocably subscribes for Common Shares pursuant to and
in accordance with the terms and conditions of this Option, and hereunder makes
payment of $_______________ therefor, and requests that a certificate of such
Common Shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below, and if such number of shares shall not
be all of the shares purchasable hereunder, that a new Option of like tenor for
the balance of the remaining Common Shares purchasable hereunder shall be
delivered to the undersigned at the address stated below.

Dated: ____________________ Signed: _____________________

Address: ____________________

____________________

EXHIBIT (4)(4)

OPTION AGREEMENT

OPTION TO PURCHASE
COMMON STOCK
OF
XXXXXX XXXXXXXX HOTEL & CASINO, INC.

This is to certify that XXXXXX X. XXXXX CONSULTING, INC. ("Optionee") is
entitled, subject to the terms and conditions hereinafter set forth, to purchase
264,000 shares of Common Stock, $.0001 par value per share (the "Common Shares")
of XXXXXX XXXXXXXX HOTEL & CASINO, INC., a Nevada corporation (the "Company"),
from the Company at the price per share and on the terms set forth herein and to
receive a certificate of the Common Shares so purchased on presentation and
surrender to the Company with the subscription form attached, duly executed and
accompanied by payment of the purchase price of each share purchased either in
cash or by certified or bank cashier's check or other check payable to the order
of the Company.

The purchase rights represented by this Option are exercisable commencing
December 10, 1995 through and including December 10, 1997 at a price per Common
Share of $0.75.

Subject to the above conditions, the purchase rights represented by this
Option are exercisable at the option of the registered owner hereof in whole at
any time, or in part from time to time, within the period specified; provided,
however, that such purchase rights shall not be exercisable with respect to a
fraction of a Common Share. In case of the purchase of less than all the Common
Shares purchasable under this Option, the Company shall cancel this option on
surrender hereof and shall execute and deliver a new option of like tenor and
date for the balance of the shares purchasable hereunder.

The Company agrees at all times to reserve or hold available a sufficient
number of Common Shares to cover the number of shares issuable on exercise of
this and all other Options of like tenor then outstanding.

(a) The aggregate number and kind of Common, Shares subject to this option
shall be adjusted appropriately;

(b) Rights under this Option, both as to the number of subject Common
Shares and the Option price, shall be adjusted appropriately; and

(c) Where dissolution or liquidation of the company of any merger or
combination in which the Company is not a surviving corporation is involved,
this Option shall terminate, but the registered owner of this Option shall have
the right immediately prior to such dissolution, liquidation, merger or
combination, to exercise his Option in whole or in part to the extent that it
shall not have been exercised.

The foregoing adjustments and the application of the foregoing provisions
may provide for the elimination of fractional share interests.

The Option and all rights hereunder shall not be transferrable otherwise
than by will or the laws of descent and distribution and except to the sole
shareholder of Optionee.

The Company shall not be required to issue or deliver any certificate
Common Shares purchased on exercise of this Option or any portion thereof prior
to fulfillment of all the following conditions:

(b) The obtaining of any approval or other clearance from any federal or
state government agency which is necessary.

The Company agrees to file an appropriate registration statement under the
Securities Act of 1933 as soon as practicable in order to register the
underlying Common Shares under such Act.

IN WITNESS WHEREOF, the Company has caused this Option to be executed by
the signature of its duly authorized officer.

XXXXXX XXXXXXXX HOTEL & CASINO, INC.

By: ______________________
Xxxx Xxxxxx, President
Dated: December 5, 1995

SUBSCRIPTION FORM

(To be executed by the registered holder to exercise the rights
to Purchase Common Shares evidenced by the within Option).

Xxxxxx Xxxxxxxx Hotel & Casino, Inc.
000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000

The undersigned hereby irrevocably subscribes for Common Shares pursuant to and
in accordance with the terms and conditions of this Option, and hereunder makes
Payment of $_________________ therefor, and request that a certificate of such
Common Shares be issued in the name of the undersigned and be delivered to the
undersigned at the address stated below, and if such number of shares shall not
be all of the shares purchasable hereunder, that a new Option of like tenor for
the balance of the remaining Common Shares Purchasable hereunder shall be
delivered to the undersigned at the address stated below.

Dated: ____________________ Signed: _____________________

Address: ____________________

____________________

EXHIBIT (5)

Opinion Of Xxxxxxx, Xxxxxx & Xxxx relating to
issuance of shares of securities Pursuant to the above
Management Consulting Agreement

Law Office Of

XXXXXXXX XXXXXX & BEAM
Two Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
(000) 000-0000
FAX: (000) 000-0000

Xxxxxxxx X. Xxxxxxx, Esq. *Also Admitted in Texas
M. Xxxxxxx Xxxxxx, Esq.*
Xxxxxxx B, Beam, Esq.
Xxxxxxxx X. Xxxxxx, Esq.
Xxxxxxxx X. Xxxx, Esq.
Xxxxx Xxxxx, Esq.
Xxxx X. Xxxxxxx, Esq.
Xxxxxx X Xxxxxxx, Esq.
Xxxxx X. Xxxxxxx, Esq.

December 19, 1995

Securities and Exchange Commission
000 Xxxxx Xxxxxx, X.X.
Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 2O549

Re: XXXXXX XXXXXXXX HOTEL & CASINO, INC.

Ladies and Gentlemen:

This office represents XXXXXX XXXXXXXX HOTEL & CASINO, INC., a Nevada
corporation (the "Registrant") in connection with the registrant's Registration
Statement on Form S- 8 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the registration of a total of 75O,O0O shares of
the registrant's Common Stock issuable upon exercise of options issued to Xxxxx
X. Xxxxxxxx Consulting, Inc. (an option to purchase 486,000 shares) and to
Xxxxxx X. Xxxxx Consulting, Inc. (an option to purchase 264,000 shares) for
performance of certain consulting and management services of the "Registered
Securities"). In connection with our representation, we have examined such
documents and undertaken such further inquiry as we consider necessary for
rendering the opinion hereinafter set forth.

Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.

We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.

XXXXXXXX, XXXXXX & BEAM

EXHIBIT (23.1)

Consent Of Xxxxxxxx, Xxxxxx & Beam relating to
issuance of shares Of Securities pursuant to the above
Management Consulting Agreements

CONSENT OF XXXXXXX, XXXXXX & BEAM

We hereby consent to the use in the Prospectus constituting part of the
Registration Statement on Form S-8 of our opinion dated December 19, 1995
relating to the registration of the Securities, as therein defined, of XXXXXX
XXXXXXXX HOTEL & CASINO, a Nevada corporation, which is attached as Exhibit 5
therein.

December ____, 1995

XXXXXXXX, XXXXXX & BEAM

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITOR

We hereby consent to the use in the Prospectus, constituting part of the
Registration Statement on Form S-8 of our report dated __________, 1995 relating
to the financial statements of XXXXXX XXXXXXXX HOTEL & CASINO, which are
incorporated by reference therein.

December __, 1995

KMPG Peat Marwick LLP

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