GENERAL PARTNERSHIP AGREEMENT

 

                                                                   Exhibit 10(a)

                SECOND AMENDMENT TO GULFSIDE CASINO PARTNERSHIP,
                       A MISSISSIPPI GENERAL PARTNERSHIP,
                         GENERAL PARTNERSHIP AGREEMENT

                 THIS SECOND AMENDMENT TO THE GENERAL PARTNERSHIP AGREEMENT
(the "Second Amendment") is made and entered into as of the 9th day of
December, 1994, by and between GULFSIDE CASINO, INC., a Mississippi corporation
("Gulfside"), and PATRICIAN, INC., a Nevada corporation ("Patrician"), with
respect to the following:

                                    RECITALS

                 A.       Gulfside and Patrician are the general partners
pursuant to that certain Agreement of Partnership for Gulfside Casino
Partnership, a Mississippi general partnership (the "Partnership"), dated
December 31, 1992, as amended (collectively the "Partnership Agreement").

                 B.       This Second Amendment is made pursuant to Section
13.1 of the Partnership Agreement.
 

                                   AGREEMENT

                 IN CONSIDERATION of the foregoing recitals and the mutual
promises and covenants contained herein, the Partners agree as follows:

                 1.       The following Sections of the Partnership Agreement,
in their entireties, are hereby deleted and no longer shall have any force or
effect; Sections 7.1, 8.6, 9.7, 9.8, 10.3, 11.4, 12.1(b) and 13.2.

                 2.       Article VI hereby is deleted in its entirety and the
following is a new Article VI of the Partnership Agreement.

                                  "If the Board determines at any time that
                          additional capital contributions (the "Additional
                          Capital Contributions") are required to fund
                          Partnership operations, then it shall give written
                          notice (the "Call Notice") of such determination to
                          the Partners.  The Call Notice shall include the
                          total amount of Additional Capital Contributions
                          needed, each Partner's pro rata Additional Capital
                          Contribution (based on each Partner's relative
                          Percentage Interest in the Partnership) and the date
                          upon which each Partner is required to make its pro
                          rata Additional Capital Contribution (which date
                          shall not be earlier than ten (10) days following
                          delivery of the Call Notice).  Each Partner shall
                          then be obligated to make its pro rata Additional
                          Capital Contribution pursuant to, and within the time
                          provided in, the Call Notice.

                                  If any Partner ("Non-Contributing Partner")
                          fails to make its pro rata Additional Capital
                          Contribution (the "Defaulted Amount") pursuant to
                          this Article VI within the time provided therefor in
                          the Call Notice, then the Partners other than the
                          Non-Contributing Partner (each, a "Contributing
                          Partner") may in each such event elect (if such
                          Contributing Partner has made its pro rata Additional
                          Capital Contribution) to contribute some or all of
                          the Defaulted Amount.  If more than one Contributing
                          Partner elects to contribute some or all of the
                          Defaulted Amount, and the aggregate amount of such
                          elections exceeds the amount of the Defaulted Amount,
                          then the Board shall, in its reasonable discretion,
                          determine a fair method of allocation among such
                          Contributing Partners.

                                  The Percentage Interest of any 
                          Non-Contributing Partner shall be adjusted to equal 
                          a percentage, stated as a fraction, the numerator of 
                          which shall equal the then-aggregate Capital 
                          Contributions made by the Non-Contributing Partner 
                          prior to the Call Notice, and the denominator of
                          which shall equal the sum of the aggregate Capital
                          Contributions made by all Partners (including the
                          Additional Capital Contributions and any portion of
                          the Defaulted Amount contributed by the Contributing
                          Partners).  The Percentage Interest of each
                          Contributing Partner shall be adjusted to equal a
                          percentage, stated as a fraction, the numerator of
                          which shall equal the aggregate Capital Contributions
                          made by the Contributing Partner (including the
                          Additional Capital Contributions and any portion of
                          the Defaulted Amount contributed by such Contributing
                          Partner), and the denominator of which shall equal
                          the sum of the aggregate Capital Contributions made
                          by all Partners (including the Additional Capital
                          Contributions and any portion of the Defaulted Amount
                          contributed by all Contributing Partners).

                                  Each Partner hereby acknowledges that the
                          contribution of Additional Capital Contributions may
                          be critical to the business of the Partnership; that
                          the interests of the other Partners may be at risk by
                          reason of the failure of any Non-Contributing Partner
                          to make its pro rata Additional Capital Contribution;
                          that the precise extent of the risk, damage and loss
                          to the other Partners resulting from such failure is
                          impossible to foresee or predict at this time, but
                          that such risk, damage and loss may imperil the
                          assets and business of the Partnership; and that in
                          view of the serious consequences that could arise
                          from any Partner's failure in making such Additional
                          Capital Contributions, the provisions of this Article
                          VI are reasonable."

                 3.       Section 8.2 hereby is deleted in its entirety and the
following is a new Section 8.2 of the Partnership Agreement.

                                  "8.2 Composition and Voting.  The Board shall
                          be composed of three (3) members.  Gulfside (or any
                          Person acquiring all of the interest of Gulfside
                          hereunder at the time of Transfer pursuant to the
                          terms hereof) shall designate one (1) member of the
                          Board and Patrician (or any Person acquiring all of
                          the interest of Patrician hereunder at the time of
                          Transfer pursuant to the terms hereof) shall
                          designate two (2) members of the Board.  Each Board
                          member shall serve on the Board at the discretion and
                          pleasure of the Partner entitled to designate such
                          Board member and may be replaced by such Partner at
                          any time upon written notice delivered to the other
                          Partner or any member of the Board appointed by such
                          other Partner.  The affirmative vote of two (2) Board
                          members shall be necessary to approve any matter so
                          as to constitute an action of the Partnership,
                          binding upon all Partners."

                 4.       With regard to Section 8.4, the Partners hereby agree
to have annual, rather than quarterly meetings, and agree that a quorum for
Board meetings shall be two (2) members attending in person or by proxy.  The
Partners further agree that the last sentence of Section 8.4 hereby is deleted
in its entirety.

                 5.       Section 9.2 hereby is deleted in its entirety and the
following is a new Section 9.2 of the Partnership Agreement.

                                  "9.2 - Construction Management.  Patrician
                          shall be the Construction Manager unless the Board
                          determines otherwise.  Gulfside shall have the right
                          to review and comment on Construction Management."

                 6.       Section 9.5 hereby is deleted in its entirety and the
following is a new Section 9.5 of the Partnership Agreement.

                                  "Finance, audit and tax matters shall be
                          administered by Patrician.  Gulfside shall have the
                          right to review and comment on such finance, audit
                          and tax matters.  The books and records of the
                          Partnership shall be maintained in Mississippi to the
                          extent required by any legal or regulatory
                          requirement."

                 7.       With regard to Section 10.2.1, the Partners hereby
agree that the Board may agree that Partner Loans shall have a maximum term in
excess of three (3) years.

                 8.       Section 10.2.5 hereby is deleted in its entirety and
the following is a new Section 10.2.5 of the Partnership Agreement.

                                  "10.2.5 Final Partner Start-up Loans.  In the
                          event Partner Loans in excess of the Fifteen Million
                          Dollars ($15,000,000) are necessary to commence or
                          continue operations of the casino, as

         determined by the Board, the Partners agree that Partner Loans in
         excess of said Fifteen Million Dollars ($15,000,000) (the "Final
         Partner Start-up Loans") shall be made as follows:

                                  1.       For up to $21,500,000 in Partner 
                                           Loans: 

                                           Patrician  -  $5,978,156.83 

                                           Gulfside  -  $521,843.17 (see 
                                           Section 10.2.7) and;

                                  2.       For Partner Loan amounts greater
                                           than $21,500,000.00, each Partner
                                           shall contribute its proportionate
                                           share equal to such Partner's
                                           Percentage Interest."

                 9.       Section 10.2.6 hereby is deleted in its entirety and
the following are new Sections 10.2.6 and 10.2.7 of the Partnership Agreement.

                                  "10.2.6 Priority of Repayment of Partner
                          Loans. The principal and interest on the Partner
                          Loans will be repaid in full in the following order
                          of repayment:

                                  1.       first, interest on all outstanding
                                           Partner Loans;

                                  2.       second, proportionate and pro rata
                                           repayments to Gulfside and Patrician
                                           for their respective Final Partner
                                           Start-up Loans made pursuant to
                                           Subsection 10.2.5 herein;

                                  3.       third, one hundred percent (100%) to
                                           Patrician for its Patrician
                                           Additional Partner Loan(s) to the
                                           extent made pursuant to Subsection
                                           10.2.4 herein;

                                  4.       fourth, equally (one-half each) to
                                           Gulfside and Patrician for their
                                           respective Additional Partner Loans,
                                           to the extent made pursuant to
                                           Subsection 10.2.3 herein; and

                                  5.       fifth, twenty percent (20%) to
                                           Gulfside and eighty percent (80%) to
                                           Patrician for their respective
                                           Initial Loans pursuant to Subsection
                                           10.2.2 herein."

                                  10.2.7 With regard to the Initial Loans
                          described in Section 10.2.2, the Additional Partner
                          Loans described in Section 10.2.3 and the Additional
                          Partner Loans described in Section 10.2.5, these
                          loans to date in the total amount of $3,521,843.17,
                          which were to be made by

                          Gulfside, in fact were made by others, and those 
                          loans now are held by Sands and shall be repaid to 
                          Sands on the same basis provided in the Partnership 
                          Agreement for payment to Gulfside."

                 10.      Section 11.1 hereby is deleted in its entirety and
the following is a new Section 11.1 of the Partnership Agreement.

                                  "11.1 Generally.  Except as specifically set
                          forth in Article XI hereof or as hereafter agreed
                          between the Partners, neither Partner shall engage
                          in, or cause or permit, any Transfer of all or any
                          portion of its interest in the Partnership, or its
                          rights with respect thereto or under this Agreement,
                          other than to an entity wholly-owned directly or
                          indirectly by Sands.  Any breach of this Section
                          shall be deemed a withdrawal in violation of this
                          Agreement pursuant to Section 10.5.  Neither Partner
                          shall engage in, cause or permit any Transfer of its
                          Partnership interest unless the Transfer is approved
                          by all appropriate and necessary governmental and
                          regulatory bodies.  The Transfer limitation of this
                          Article XI shall be construed to include Transfer of
                          a majority shareholder interest or other majority
                          ownership interest in either Gulfside or Sands,
                          provided however, the Transfer limitations contained
                          herein shall not be construed to limit the Transfer
                          of any shares or other ownership interest in either
                          Gulfside or Sands which in the aggregate are less
                          than a change of a majority interest.  Patrician
                          shall continue to be one hundred percent (100%) owned
                          by Sands or another Person one hundred percent (100%)
                          owned by Sands.  The Partners hereby agree and
                          consent to the Transfer by Patrician of whatever
                          portion of Patrician's interest in the Partnership
                          that Patrician may elect to Transfer to Artemis,
                          Inc., a Nevada corporation, and all rights,
                          obligations and requirements of the Partnership
                          Agreement, including, without limitation Article XI,
                          are waived and relinquished, including any right to
                          declare a withdrawal in violation of the Partnership
                          Agreement. "

                 11.      With regard to Section 13.5, the Partners hereby
agree that any Demand for Arbitration shall be filed with the American
Arbitration Association's office in New Orleans, Louisiana and that the
location for said arbitration shall be New Orleans, Louisiana.  The Partners
further agree that the arbitration shall be conducted by three arbitrators in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association and that the third paragraph of Section 13.5 hereby is deleted in
its entirety.

                 12.      The Partners acknowledge and agree that the
Partnership Agreement, as hereby amended, remains in full force and effect in
accordance with its terms.  In the event of any conflict between the terms of
the Partnership Agreement and this Second Amendment, the provisions of this
Second Amendment shall control.

                 IN WITNESS WHEREOF, the undersigned have executed this Second
Amendment to the Partnership Agreement as of the day and year first above
written.

PATRICIAN, INC.                                    GULFSIDE CASINO, INC.
a Nevada corporation                               a Mississippi corporation

By: ______________________                         By: ______________________ 
    David R. Wood                                      David R. Wood 
    Title:  Vice President                             Title:  Vice President

STATE OF NEVADA    )
                   ) ss:
COUNTY OF WASHOE   )

                 On the 9th day of December, 1994, personally appeared before
me DAVID R. WOOD, personally known to me to be the Vice President of PATRICIAN,
INC., one of the above-named corporations, whose name is subscribed to the
above instrument, who acknowledged that he executed the above instrument on
behalf of said corporation.

                                           __________________________________
                                                      Notary Public

STATE OF NEVADA    )
                   ) ss:
COUNTY OF WASHOE   )

                 On the 9th day of December, 1994, personally appeared before
me DAVID R. WOOD, personally known to me to be the Vice President of GULFSIDE
CASINO, INC., one of the above-named corporations, whose name is subscribed to
the above instrument, who acknowledged that he executed the above instrument on
behalf of said corporation.

                                           __________________________________
                                                      Notary Public

 

Basic Info:

Name: GENERAL PARTNERSHIP AGREEMENT
Type: Partnership Agreement
Date: Feb. 14, 1995
Company: SANDS REGENT
State: Nevada

Other info:

Date:

  • December 31 , 1992
  • 9th day of December , 1994

Organization:

  • GULFSIDE CASINO , INC.
  • Gulfside Casino Partnership
  • Fifteen Million Dollars
  • Artemis , Inc.
  • Commercial Arbitration Rules of the American Arbitration Association
  • Notary Public 6

Location:

  • Sands
  • Person
  • New Orleans
  • Louisiana
  • Mississippi
  • NEVADA

Money:

  • $ 15,000,000
  • $ 5,978,156.83
  • $ 521,843.17
  • $ 21,500,000.00
  • $ 3,521,843.17

Person:

  • David R. Wood David R. Wood

Percent:

  • twenty percent
  • 20 %
  • eighty percent
  • 80 %
  • one hundred percent 100 %