PRESIDENT CASINOS INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exh10p1.txt
<TEXT>
<PAGE> 5
                                                                EXHIBIT 10.1
             AGREEMENT FOR PURCHASE AND SALE OF PROPERTY

                                June 24, 2003

President Casinos, Inc.
800 N. First Street
St. Louis, MO 63102
Attn:  Mr. John S. Aylsworth

Re:   President Broadwater Tower
      2110 Beach Boulevard
      Biloxi, MS

Gentlemen:

This Offer to Purchase (the "Letter") constitutes a proposal from Site Realty
Inc., a California corporation, a subsidiary of Morgan Niko, Inc., a
California corporation (the "Buyer") to purchase from President Broadwater
Hotel, LLC, a Mississippi limited liability company (the "Seller") and an
indirectly owned subsidiary of President Casinos, Inc., a 100% fee simple
interest in the property commonly referred to as the President Broadwater
Tower, a 179-room hotel, situated on 10 acres 25 feet north of the U.S.
Highway 90 right-of-way (except for the southeasterly ten (10) feet of the
Property where the Property shall abut the U.S. Highway 90 right-of-way) known
as 2110 Beach Boulevard, Biloxi, Harrison County, Mississippi (the
"Property"), as more particularly described in Exhibit A, attached hereto and
by reference incorporated herein, and an access and utility easement over the
25-foot strip separating most of the Property from U.S. Highway 90, and the
furniture, fixtures and equipment located on the Property and owned by Seller
(the "Personal Property").  This proposal supersedes any other previous
written or oral proposals or communications between the parties.

  1.  Purchase Price and Terms

  The Purchase Price for the Property and the Personal Property shall be Six
Million Five Hundred Thousand Dollars ($6,500,000) (the "Purchase Price"),
payable as follows:

  1.1  An earnest money deposit of Sixty-Five Thousand Dollars ($65,000) to be
       deposited in escrow within five (5) business days of opening escrow, as
       provided for herein;

  1.2  An additional earnest money deposit of Sixty-Five Thousand Dollars
       ($65,000) to be deposited in escrow upon approval of contingencies for
       a total deposit in escrow of One Hundred Thirty Thousand Dollars
       ($130,000);

  1.3  The remainder of the purchase price to be deposited in escrow in the
       amount of Six Million Three Hundred Seventy Thousand Dollars
       ($6,370,000), five (5) days prior to the anticipated close of escrow.

  2.  Agreement to Convey

  Seller agrees to convey, and Buyer agrees to accept, on the Date of Closing:
(a) title to the Property, subject to the Permitted Exceptions (as hereinafter


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defined) by Special Warranty Deed; and (b) title to the Personal Property by
Bill of Sale.  Such Deed shall expressly state that no interest is conveyed in
the U.S. Highway 90 right-of-way nor in the area south of such right-of-way
nor in a 25-foot strip north of said right-of-way extending from the west side
of the Property to a point 10 feet east of the east side of the Property, and
that Seller and its successors and assigns retain such rights and the
exclusive right to lease all uplands, tidelands and fastlands south of the
Property, that Buyer acquires no littoral or riparian rights, nor other
property rights of any kind in such area, all of which are retained by Seller,
and that, if requested by Seller, Buyer will grant to Seller, its successors
and assigns an exclusive perpetual easement over such area for all lawful
uses.

  3.  Contingency Period

  Commencing upon execution of this Letter, Buyer shall have a 90-day period
(the "Contingency Period") and a right of entry to the Property that shall
continue through close or termination of escrow.  Seller shall cooperate with
Buyer during the Contingency Period by supplying Buyer with any title policies
or reports, surveys, legal description of the property, aerial photos,
environmental or geo-technical reports, CC&R's, all applicable leases and
leasing information, governmental notices of any type or character in Seller's
possession, all at no cost to Buyer.

  3.1  If Buyer, in Buyer's sole and absolute determination, during the
       Contingency Period finds the development of the Property not to be
       feasible, or any contingency items are disapproved, then and in that
       event Buyer may cancel this transaction without penalty and will
       provide written notice of such disapproval or termination of the
       contract to Seller and thereafter Buyer's deposit shall be returned and
       neither party shall have any further rights or responsibilities to the
       other.

  3.2  Seller shall make available to Buyer all books, records, legal
       documents and other information accessible to or known by Seller to be
       available within thirty (30) days from the date of the Agreement, all
       at no expense to Buyer.  Buyer may copy any records, property
       infrastructure data, and plans prepared by Seller or in Seller's
       possession.

  4.  Contingencies

  Buyer's obligation to close escrow will be subject to, but not limited to,
Buyer's approval or waiver of the following contingencies, during the
Contingency Period.  Approval or waiver shall be in the sole and absolute
discretion of Buyer.  If Buyer does not approve or waive and make the
additional deposit provided by Section 1.2 by the end of the Contingency
Period, Buyer shall be deemed to have disapproved, Buyer's initial deposit
shall be refunded, and neither party shall have any further obligation to the
other.

  Except as otherwise specified in this Section 4, Buyer shall have not less
than sixty (60) days from receipt of data applicable to each contingency item
to be supplied by Seller, but with respect to items to be obtained by Buyer no
more than ninety (90) days from acceptance of this Letter, to approve or
disapprove each contingency called for herein.  The contingencies are:

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  4.1  Buyer's approval of a title insurance commitment and extended coverage
       supplemental title report, if available, covering the Property and all
       underlying exceptions to be provided by Seller at Seller's expense
       within fifteen (15) days of the commencement of the Contingency Period.
       Buyer shall give Seller notice of objection in respect of any title
       exceptions unacceptable to Buyer within thirty (30) days of the
       commencement of the Contingency Period.  Seller shall have the right
       but not the obligation to cure Buyer's title objections within sixty
       (60) days after receiving Buyer's notice of objection.

  4.2  Buyer acknowledges receipt of a Phase I Environmental Site Assessment
       prepared by Hazclean Environmental Consultants of Jackson, Mississippi.
       Within thirty (30) days of execution of this letter, Seller shall
       obtain at Seller's cost a letter updating such Assessment and
       permitting Buyer and Buyer's lender to rely thereon.  Thereafter Seller
       shall obtain at Seller's expense such Phase II and/or Phase III studies
       as may be called for in the Phase I assessment.  Seller shall provide
       any environmental, biological, airport or traffic studies in its
       possession.

  4.3  Within thirty (30) days of execution of this Letter Seller shall obtain
       at Seller's cost a current ALTA qualifying survey of the Property.

  4.4  Within ninety (90) days from execution of this Letter, and at no cost
       to Seller, Buyer shall complete and approve or disapprove of
       engineering and feasibility studies for Buyer's intended use of the
       Property as a hotel consisting of 75 hotel rooms, approximately 25,000
       square feet of commercial space and approximately 150 condominiums to
       be built on the rear of the Property.  Should Buyer disapprove of the
       costs or conditions involved, Buyer shall deliver to Seller all of
       Buyer's work product at no charge to Seller.

  4.5  Buyer's approval of any existing or proposed assessments to the
       property or planned dedications of streets or utility easements.

  4.6  Buyer's approval of all documentation: affecting the Property,
       including but not limited to, review of all documents set forth on
       Exhibit B, attached hereto and by reference incorporated herein.

  4.7  Site inspections by Buyer's personnel or other professionals engaged by
       Buyer at no cost to Seller.

  4.8  Seller shall deliver the subject property to Buyer free and clear of
       any liens, leases or encumbrances of any kind except those approved in
       writing by Buyer.

  4.9  Estoppel certificates in form and substance satisfactory to Buyer
       signed by 90 percent of the tenants of the Property; and

  4.10 Upon the approval of items 4.1 to 4.9 during the Contingency Period,
       the close of escrow shall be contingent upon all such items being
       substantially unchanged at the time of close of escrow.

  5.  Warranties

  5.1  Buyer acknowledges that Seller has not made and does not make and is

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       unwilling to make any express or implied representations or warranties
       as to the present, past or future physical condition, income, expenses,
       operation, legality of occupancy or any other matter affecting or
       related to the Project, except for the warranties specifically set
       forth in this Letter.  Buyer agrees to purchase the Project in its "AS
       IS" condition.  Buyer has not relied upon, and Seller is not liable or
       bound in any manner, by any verbal or written statements,
       representations, real estate brokers' "setups" or information
       pertaining to the Project furnished by any real estate broker, agent,
       employee, or other persons unless the same are expressly set forth in
       this Letter.  The delivery of the deed by Seller, and the acceptance of
       the deed by Buyer, shall be deemed to be the full performance and
       discharge of every obligation of Seller to be performed under this
       Letter prior to the Closing Date and the truth or waiver of every
       representation or warranty made by Seller in this Letter or in any
       Exhibit attached hereto or in any document, certificate, affidavit or
       other instrument delivered by Seller or its agents at or in connection
       with the Closing.

  5.2  Express Warranties.  Seller warrants as follows:

    5.2.1  Leases.  The Property is subject to no leases except as listed on
           Exhibit C, attached hereto and incorporated by reference herein.

    5.2.2  Service Agreements.  There are no service agreements which are not
           terminable at or before Closing except as listed on Exhibit D,
           attached hereto and incorporated by reference herein.

    5.2.3  Litigation.  To the knowledge of Seller, no litigation is pending
           or threatened which affects the Property, except as listed on
           Exhibit E, attached hereto and incorporated by reference herein.

    5.2.4  Code Violations.  To the knowledge of Seller, Seller has received
           no notices of uncorrected zoning or building violations or notices
           of violation or other material notices or communications from
           governmental or quasi-governmental authorities or insurance
           underwriting agencies in respect of the Property, except as listed
           on Exhibit F, attached hereto and incorporated by reference herein.

    5.2.5  Environmental.  Seller has no knowledge of the existence or prior
           existence on the Property of any Hazardous Substance, except as
           described in the environmental assessment and update letter
           described above.  "Hazardous Substance" is defined as any substance
           whose nature and/or quantity of existence, use, manufacture,
           disposal or effect, render it subject to Federal, state or local
           regulations, investigation, remediation or removal as potentially
           injurious to public health or welfare.

    5.2.6  Lender Release.  Seller will use commercially reasonable efforts to
           obtain the agreement of the holder of the first deed of trust
           encumbering the Property to release the Property at Closing upon
           receipt of the Purchase Price, less commissions, adjustments and
           prorations.

    5.2.7  Knowledge.  The knowledge of Seller means the knowledge of Craig
           Adams.

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    5.2.8  Survival.  The foregoing warranties shall survive the Closing by
           eighteen (18) months.

  6.  Escrow

  Within five (5) business days after Seller provides evidence to Buyer that
the holder of the first deed of trust encumbering the Property has agreed to
release such deed of trust at Closing upon receipt of the Purchase Price, less
commissions, prorations and adjustments, the Parties shall open Escrow (the
"Escrow") for the purchase and sale of the property.  First American Title
Insurance Company,             ,             ,             (the "Title
Company") shall be escrow holder and shall provide Preliminary and Final Title
reports and issue a Title Policy.  If such agreement is not received within
forty-five (45) days after execution of this Letter by both parties, this
Letter shall be of no further effect and neither party shall have any
obligation to the other.

  7.  Closing

  Subject to the provisions of this Letter, the Closing Documents (as
hereinafter defined) shall be delivered by 12:00 noon, central time, on the
business day that is fifteen (15) days after the approval of all contingencies
set forth herein (the "Approval Date").  The "Date of Closing" or "Closing"
shall take place within thirty (30) days thereafter at the office of an agent
of the Title Company, unless otherwise agreed upon in writing.  Contact for
all title insurance requirements should be made through the following office:
Rowan H. Taylor, Jr., P.A., 3670 Lakeland Lane, Jackson, Mississippi 39216,
(601) 366-8200.

  8.  Adjustments and Prorations

  All taxes, including, without limitation, real estate taxes and personal
property taxes, collected rents, charges for utilities, including water,
sewer, and fuel oil, and for utility services, maintenance services,
maintenance and service contracts, all operating costs and expenses, and all
other rents, income, costs, and charges of every kind which in any manner
relate to the ownership of the Property (but not including insurance premiums)
shall be prorated to the Date of Closing, except that, if Seller does not
receive the Purchase Price (by receipt of wired funds or by receipt in hand of
an official bank cashier's check) on the Date of Closing, all prorations shall
be made as of the following business day.  If the amount of said taxes,
assessments, or rents is not known on the Date of Closing, they shall be
apportioned on the basis of the amounts for the preceding year, with a
reapportionment as soon as the new amounts can be ascertained.  If such taxes
and assessments shall thereafter be reduced by abatement, the amount of such
abatement, less the reasonable cost of obtaining the same, shall be
apportioned between the parties, provided that neither party shall be
obligated to institute or prosecute proceedings for an abatement unless
otherwise agreed.  Buyer shall be responsible for the payment of any
assessments or notice of assessments made after the date of Date of Closing
hereof for any public improvement, provided Buyer takes title hereunder.  With
respect to security deposits, if any, made by tenants at the Property and
actually received in hand by Seller, Buyer shall receive credit therefore.
Any deposits on utilities paid by Seller shall be returned to Seller.  The
foregoing provisions of this Section 8 shall not apply to any taxes,
assessments, or other payments, which are directly payable by tenants under

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their leases (if any) or reimbursable by such tenants to the owner of the
Property, as landlord, under their leases (if any).  On the Date of Closing,
Seller shall deliver to Buyer all inventories of supplies on hand at the
Property owned by Seller, if any, at no additional cost to Buyer.  Seller
shall be responsible for and discharge as and when due all obligations related
to the Property which had accrued at or prior to the Date of Closing.

  9.  Deliveries

  The parties shall deliver through escrow the following:

  9.1  Seller's Deliveries.  Conditioned upon performance by Buyer hereunder,
       Seller shall execute and deliver to Buyer at Closing the following
       documents ("Seller's Closing Documents"):

    9.1.1  Deed.  A special warranty deed conveying marketable title to the
           Property subject to the Permitted Exceptions;

    9.1.2  Bill of Sale.  A bill of sale, assigning and transferring to Buyer
           all of the right, title, and interest of Seller in and to the
           Personal Property;

    9.1.3  Assignment of Leases.  (i) the Leases which are still in effect as
           of Closing and any new Leases entered into pursuant to Section 7.3;
           (ii) a current listing of any tenant security deposits and prepaid
           rents held by Seller with respect to the Property; and (iii) an
           assignment of such Leases and security deposits, which will include
           an indemnification by Seller of Buyer for all landlord obligations
           accruing prior to the Date of Closing;

    9.1.4  Assignment of Contracts.  (i) copies of all Contracts relating to
           the Property which Buyer has elected to assume; and (ii) an
           assignment of such Contracts, which will include an indemnification
           by Seller of Buyer for all owner obligations accruing prior to the
           Date of Closing;

    9.1.5  Non-Foreign Certificate.  A certification that Seller is not a
           non-resident alien (a foreign corporation, partnership, trust, or
           estate as defined in the Internal Revenue Code and Treasury
           Regulations promulgated thereunder);

    9.1.6  Assignment of Warranties and Guaranties.  An assignment of all
           transferable warranties and guaranties then in effect, if any, with
           respect to the Improvements or any repairs or renovations to such
           Improvements and the Personal Property being conveyed hereunder;

    9.1.7  Books and Records.  All books and records relating exclusively to
           the Property or in the possession of Seller (other than any
           privileged, proprietary or confidential records), including without
           limitation plans and specifications and lease applications, as
           available; and

    9.1.8  Owner's Affidavit.  An owner's affidavit and such other similar
           documents as are reasonably required from Seller pursuant to the
           Title Commitment as a condition precedent to the issuance of an
           owner's title insurance policy pursuant to the terms thereof.

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    9.1.9  Other Documentation.  All other documentation reasonably necessary
           to facilitate the Close of Escrow.

  9.2  Buyer's Deliveries.  Conditioned upon performance by Seller hereunder,
       Buyer shall execute and deliver to Seller at Closing the following
       documents ("Buyer's Closing Documents"):

    9.2.1  Assumption of Leases.  An Assumption of the Leases and Security
           Deposits, which will include an indemnification by Buyer of Seller
           for all landlord obligations accruing on or after the Date of
           Closing; and

    9.2.2  Assumption of Service Contracts.  An assumption of the Contracts
           which Buyer has elected to assume, which will include an
           indemnification by Buyer of Seller for all owner obligations
           accruing on or after the Date of Closing.

  9.3  Other Closing Documents.  Each party shall deliver to the other party
       or the Title Company such duly executed and acknowledged or verified
       certificates, affidavits, and other usual closing documents respecting
       the power and authority to perform the obligations hereunder and as to
       the due authorization thereof by the appropriate corporate,
       partnership, or other representatives acting for it, as counsel for the
       other party or the Title Company may reasonably request.

    9.3.1  Closing Documents.  Seller's Closing Documents, Buyer's Closing
           Documents and the documents to be delivered pursuant to this Letter
           shall hereinafter be referred to as the "Closing Documents."

  10.  Failure to Close Escrow

  IF, AFTER APPROVAL OF CONTINGENCIES AS PROVIDED HEREIN, BUYER FAILS TO CLOSE
ESCROW FOR ANY REASON OTHER THAN THE FAULT OF SELLER OR THE FAILURE TO APPROVE
THE CONTINGENCIES SET FORTH HEREIN, THE DEPOSIT SHALL BE KEPT BY THE SELLER AS
LIQUIDATED DAMAGES.

/s/ JSA    /s/ MM     [Seller's and Buyer's initials]
Should Seller fail to close as provided herein, Buyer may pursue all rights
and remedies available to Buyer under applicable laws including specific
performance or such damages as may be adjudicated by a court of law, provided
that damages shall not exceed One Hundred Thirty Thousand Dollars
($130,000.00).

  11.  Escrow Instructions

  Escrow instructions shall provide for the following:

  11.1  Buyer and Buyer's agents shall have the right of entry into the
        Property during the Term of the Contract to perform tests and
        inspections of the Property as are deemed reasonable to Buyer, but
        shall keep the Property in a lien free condition and hold the Seller
        harmless from any claims that may result from Buyer's or Buyer's
        agent's actions in this regard.  Unless extended as provided herein,
        Escrow shall close, the Purchase Price shall be tendered, and title to
        the Property shall be transferred not later than thirty (30) days
        after the Contingency Period, and closing shall be subject to the

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        following conditions:

    11.1.1  Title to the Property shall be free and clear of all liens and
            encumbrances except the Permitted Exceptions.

    11.1.2  All secured claims pertaining to the Property will have been
            discharged to the reasonable satisfaction of Buyer's counsel.

  11.2  Buyer's approval and/or waver of all contingencies set forth herein in
        Buyer's sole and absolute discretion.

  11.3  At close of escrow the parties shall bear their own customary costs.

    11.3.1  Seller shall pay for;
      11.3.1.1  Seller's Counsel
      11.3.1.2  All Recording Fees necessary to release liens
      11.3.1.3  Sale Commission
      11.3.1.4  Any and all Transfer Taxes
      11.3.1.5  One-half of escrow fees
      11.3.1.6  Basic title insurance premium and one-half cost of title
                insurance extended coverage
      11.3.1.7  Current survey

    11.3.2  Buyer shall pay for:
      11.3.2.1  Buyer's counsel.
      11.3.2.2  All costs related to Buyer's inspection reports
      11.3.2.3  Recording of Deed
      11.3.2.4  One-half cost of extended coverage
      11.3.2.5  One-half of escrow fees

    11.3.3  The following items shall be prorated as of the date of closing:
      11.3.3.1  All expenses, including property taxes.
      11.3.3.2  All rental income.

    11.3.4  All security deposits of any nature are to be transferred to
            Buyer.
      11.3.4.1  If any of the conditions set forth herein are not satisfied as
                of the close of escrow and as a result of this fact, Buyer
                elects to cancel, the Deposit shall be returned to Buyer and
                the escrow shall be canceled.  Thereafter, neither party shall
                have any rights or responsibilities to the other.  Should
                Buyer elect not to cancel, then and in that event, Buyer may
                seek all remedies available under applicable law including
                specific performance, provided that monetary damages shall be
                limited to $130,000.
      11.3.4.2  Purchase Price includes the Property and the Personal
                Property, including all plans, specifications, warranties,
                permits, marketing data and materials and other documentation
                pertaining exclusively to the Property to which the Seller may
                have access or have in its possession.  At close of escrow,
                Seller shall deliver to Buyer an assignment of the
                documentation, a bill of sale for the personal property, and a
                special warranty deed of the Property.

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  12.  Casualties or Condemnation.

  In the event that prior to the Date of Closing either the Improvements are
damaged or destroyed, in whole or in part, by fire or other cause, or any
portion of the Property becomes the subject of a condemnation proceeding by a
public or quasi-public authority having the power of eminent domain, then
either (a) the parties shall proceed with the transaction contemplated herein,
in which event Buyer shall be entitled to receive any insurance proceeds or
condemnation awards, or (b) in the event such damage, destruction, or
condemnation involves, in the reasonable estimation of Seller, a loss in an
amount in excess of ten per cent (10%) of the Purchase Price, or loss of all
or a material portion of access to the Property, Buyer then, at its option,
may terminate this Letter by notice to the Seller within ten (10) days of
Buyer's receipt of Seller's notice of such damage or proceeding, in which case
the Deposit shall be refunded, and thereafter neither party shall have any
further obligation or liability to the other by virtue of this Letter, except
as otherwise expressly provided herein.

  13.  Notices.

  All notices required or permitted to be given hereunder shall be in writing
and sent by overnight delivery service (such as Federal Express), in which
case notice shall be deemed given on the day after the date sent, or by
personal delivery, in which case notice shall be deemed given on the date
received, or by certified mail, in which case notice shall be deemed given
three (3) days after the date sent, or by fax (with copy by overnight delivery
service), in which case notice shall be deemed given on the date sent, to the
appropriate address indicated below or at such other place or places as either
Buyer or Seller may, from time to time, respectively, designate in a written
notice given to the other in the manner described above.

          To Seller:        President Casinos, Inc.
                            800 N. First Street
                            St. Louis, MO 63102
                            Attn:  Mr. John S. Aylsworth
                            Facsimile No.:  314-622-3172
                            Telephone No.: 314-622-3140

          With Copy To:     Mr. Ralph Vaclavik
                            President Casinos, Inc.
                            800 N. First Street
                            St. Louis, MO 63102
                            Telephone No.:  314-622-3140

          With Copy To:     Gerard K. Sandweg, Esq.
                            Thompson Coburn LLP
                            One US Bank Plaza
                            St. Louis, MO  63101
                            Facsimile No.:  314-552-7104
                            Telephone No.:  314-552-6104

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          To Buyer:         Morgan Niko, Inc.
                            6151 West Century Boulevard
                            Los Angeles, CA 90045-5314
                            Attn:  Mr. Michael D. Mayer
                            Facsimile No.:  310-577-0992
                            Telephone No.:  310-642-1996

          With Copy To:     Patrick A. Sheehan, Attorney at Law
                            179 Leneuse Street
                            Biloxi, MS 39530
                            Facsimile No.:  228-432-1107
                            Telephone No.:  228-432-1112

  14.  Confidentiality.

  During the pendency of the Contingency Period and escrow, Seller shall not
enter into any agreement pertaining to the Property regarding marketing or
sale of the Property or any agreement regarding rental, management,
maintenance, repair, or other matter affecting the Property outside the
ordinary course of business without the prior written consent of Buyer.
Buyer's consent shall not be unreasonably withheld or delayed.

  15.  Commission.

  Seller shall be responsible for the payment of real estate commissions or
fees, if any, incurred as a result of this transaction.  Seller's liability
for commissions shall be limited to $50,000.  Seller warrants that it has not
dealt with any agents or brokers other than Rob Daniels or Bill Fleischman and
Buyer shall hold Seller harmless from claims by any other agent or broker with
whom it has dealt.  Buyer warrants that it has dealt with no other broker or
agent regarding this transaction other than Rob Daniels or Bill Fleischman and
Seller shall hold Buyer harmless from the claims by any other agent with whom
it has dealt.

  16.  Entire Agreement.

  This Letter, executed in duplicate, sets forth the entire agreement between
the parties and may not be canceled, modified, or amended except by a written
instrument executed by both Seller and Buyer.

  17.  Counterparts.

  This Letter may be executed and delivered in any number of counterparts,
each of which so executed and delivered shall be deemed to be an original and
all of which shall constitute one and the same instrument.

  18.  No Reservation.

  No rights shall exist between the parties until Buyer and Seller execute
this Letter.

  This Letter is intended to be a binding statement of the general terms of an
Agreement for Purchase and Sale.  It is subject to reasonable modification as
provided for in the preparation of the Escrow Instructions by the parties, and
their respective counsel.

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  19.  Confidentiality.

  This Letter shall be between the signed parties and be maintained in strict
confidence to the general public and employees of Seller.

  20.  Governing Law.

  This Letter shall be governed, interpreted and construed in accordance with
the laws of the State of Mississippi.

  21.  Assignability.

  This Letter may be assigned to a limited liability company, a managing
member of which is Buyer or Michael D. Mayer.  Buyer shall not be released
from any obligations hereunder by such assignments.

                                    Very truly yours,

                                    SITE REALTY, INC.

                                    By: /s/ Michael D. Mayer
                                           ---------------------------------
                                           Michael D. Mayer
                                           Chief Executive Officer

This Letter shall become a legally binding agreement when executed by the
parties hereto.

AGREED AND ACCEPTED AS TO THE ABOVE:

SELLER:

PRESIDENT BROADWATER HOTEL, LLC

BY:  BROADWATER HOTEL, INC., MEMBER MANAGER

     By: /s/  John S. Aylsworth
              ---------------------------------
     Name:    John S. Aylsworth
     Title:   President & C.O.O.
     Date:    June 24, 2003

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