EXHIBIT 10.35

STATE OF MISSISSIPPI
COUNTY OF HARRISON
SECOND JUDICIAL DISTRICT


                               AMENDMENT TO LEASE

     This agreement is entered into this 26th day of February, 1999, by and
between Biloxi Casino Corp. ("Biloxi") and G&W Enterprises, Inc. ("G&W").
Hereinafter, G&W and Biloxi may be referred to collectively as "Parties."

     WHEREAS, on April 4, 1992, Biloxi and G&W entered into an agreement whereby
Biloxi agreed to lease approximately 4.2 acres of real property located south of
U.S. Highway 90 in Biloxi, Mississippi (the document shall hereinafter be
referred to as the "Lease" and the land subject to the Lease as the "Leasehold
Estate"); and

     WHEREAS, on April 3, 1998, G&W through an agreement with Secretary of State
Eric Clark in his capacity as Trustee of the Public Trust Tidelands, confirmed
the ownership of G&W to certain parcels of land abutting the Leasehold Estate
("Confirmed Parcels"); and

     WHEREAS, a portion of the Confirmed Parcels were previously leased by
Biloxi from the State of Mississippi through Secretary of State Clark and not
from G&W; and

     WHEREAS, the Confirmed Parcels are described on Exhibit A; and

     WHEREAS, the Parties now desire to amend the Lease by added the Confirmed
Parcels to the Leasehold Estate and by providing for an additional lease payment
from Biloxi to G&W.

     NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the sufficiency of which is acknowledged by G&W and Biloxi, the
Parties agree as follows:

     1.   The above recitals are true and each is hereby incorporated as if
          fully set forth herein.

     2.   The Lease shall be amended only as follows:

          (i)  The Confirmed Parcels shall be added to the Leasehold Estate;



          (ii)  Commencing in June 1998, Biloxi shall pay G&W annually the sum
                of $44,000 as and for the lease of the Confirmed Parcels, with
                such sum to be adjusted annually by the CPI.

          (iii) G&W, through the term of the Lease, agrees to execute any and
                all documents relating to the Leasehold Estate that may be
                required by Biloxi or its affiliates in conjunction with any
                third party business transaction, including but not limited to
                estoppel certificates and landlord consents required for any
                loans with Bank of America, so long as the execution of any such
                document does not subordinate title to the Leasehold Estate or
                the right of G&W to receive any lease payment therefore.

     3.   Other than as amended herein and except for provision 33 therein, all
          provisions of the Lease shall remain in full force and effect.


G&W Enterprises                                   Biloxi Casino Corp.

/s/ Tyrone Gollott                                /s/ Robert A. Callaway
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President                                         Secretary
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Title                                             Title