SANTA FE GAMING CORP
MASTER LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.69
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>MASTER LEASE AGREEMENT
<TEXT>

<PAGE>

                                                                   Exhibit 10.69

                            MASTER LEASE AGREEMENT
                            ----------------------

     THIS MASTER LEASE AGREEMENT ("Lease" or "Agreement") is made and entered
into on December 29, 2000, by and between PDS GAMING CORPORATION-NEVADA, a
Nevada corporation dba PDS GAMING, its successors and assigns ("PDS", "Lessor"
or "First Party"), whose address is 6171 McLeod Drive, Las Vegas, Nevada 89120-
4048 and PIONEER HOTEL, INC., a Nevada corporation d/b/a Pioneer Hotel &
Gambling Hall ("Lessee" or "Second Party"), whose address is 2200 Casino Drive,
Laughlin, NV 89029.

                                   RECITALS
                                   --------

     WHEREAS, First Party desires to lease to Second Party, and Second Party
desires to lease from First Party in accordance with the terms and conditions
contained herein, certain equipment more fully described in the Lease Schedule
or Schedules, referred to herein as a "Lease Schedule" or "Lease Schedules", as
may from time to time be executed by Second Party.

     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and conditions set
forth below and other good and valuable consideration, the receipt and
sufficiency of which all parties acknowledge, it is agreed as follows:

                                   AGREEMENT
                                   ---------

1.   LEASE.  This Lease establishes the general terms and conditions by which
     -----
First Party shall lease the Equipment (defined below) to Second Party. Each
Lease Schedule shall be in the form provided by First Party and shall
incorporate by reference the terms of this Lease. All equipment described in
such Lease Schedules shall be collectively referred to as the "Equipment" and
individually referred to as a "Unit" and is to be installed in and to be used in
connection with the business location described in the Certificate of Delivery,
Installation and Acceptance executed by Second Party in connection with a
particular Lease Schedule ("Premises").

2.   TERM, RENT AND PAYMENT.
     ----------------------

       2.1.    Term. The term of this Lease shall commence on the date set forth
in each Lease Schedule (the "Commencement Date") and continue as specified in
such Lease Schedule ("Term").

       2.2.    Rent and Payment. Second Party's obligation to pay rent for the
Equipment shall commence on the Commencement Date and continue for the Term. The
Basic Rent, as set forth and defined in the Lease Schedules, shall be payable in
such amount and on such date as set forth in the Lease Schedule. Any amounts
payable by Second Party, other than Basic Rent, shall be deemed Additional
Charges. Additional Charges shall be due and payable in accordance with the
terms of the Lease Schedule or if not set forth therein, on the Basic Rent
payment date following the date upon which the aforesaid Additional Charges
accrue, or the last day of the Term, whichever is earlier. Second Party shall
make all payments at the address of First Party set forth above or at such other
address as First Party may designate in writing. As used herein, the term "Rent"
shall mean all Basic Rent and Additional Charges as described in the Lease
Schedules.

       2.3.    Late Charge. If any Rent is not received by First Party or its
assignees when due then a late charge on such Rent shall be due and payable with
such Rent in an amount equal to one and one-half percent (1.5%) of the
delinquent installment of Rent.

       2.4.    ACH. Second Party shall complete, execute and deliver to First
Party an Authorization for Automatic Payment form authorizing First Party to
initiate variable entries to Second Party's checking or savings account at a
specified financial institution for the purpose of making payments to First
Party as contemplated by this Lease and the Lease Schedules.

       2.5.    Additional Fees and Charges. Second Party further agrees to pay
all of First Party's out-of-pocket costs and expenses incurred by First Party in
connection with the closing of each transaction, without limitation: (a) the
fees and costs of legal counsel utilized by First Party (including in-house
counsel); (b) all other out-of-pocket expenses incurred by or on behalf of First
Party; and (c) a

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$500.00 document preparation fee for each Lease Schedule, provided, however,
that the payment of the First Party's out-of-pocket costs and expenses shall not
exceed $1,000.

       2.6.    First Party's Performance of Second Party's Obligations. If
Second Party fails to comply with any of its covenants or obligations herein,
First Party may, at its option, perform such covenants or obligations on Second
Party's behalf without thereby waiving such conditions or obligations or the
failure to comply therewith and all sums advanced by First Party in connection
therewith shall be repayable by Second Party as Additional Charges. No such
performance shall be deemed to relieve Second Party of its obligations herein.

3.   CERTIFICATE OF ACCEPTANCE.  Second Party shall deliver to First Party a
     -------------------------
Certificate of Delivery, Installation and Acceptance ("Certificate of
Acceptance") in the form provided by the First Party.

4.   NET LEASE.  This Lease including each Lease Schedule is a net lease and
     ---------
Second Party's obligation to pay all Rent due and the rights of First Party or
its assignees in, and to, such Rent shall be absolute and unconditional under
all circumstances, notwithstanding:  [i] any setoff, abatement, reduction,
counterclaim, recoupment, defense or other right which Second Party may have
against First Party, its assignees, the manufacturer or seller of any Unit, or
any other person for any reason whatsoever, including, without limitation, any
breach by First Party of this Lease; [ii] any defect in title, condition,
operation, fitness for use, or any damage to or destruction of, the Equipment;
[iii] any interruption or cessation of use or possession of  the Equipment for
any reason whatsoever; or (iv) any insolvency, bankruptcy, reorganization or
similar proceedings instituted by or against Second Party.

5.   LOCATION, USE, MAINTENANCE, IDENTIFICATION AND INSPECTION.
     ---------------------------------------------------------
       5.1.    Location, Use, Maintenance and Repairs.
               5.1.1.    Second Party shall keep and use the Equipment on the
Premises and shall not relocate or remove any Unit without the prior, written
consent of First Party.

               5.1.2.    Second Party shall at all times and,at its sole cost
and expense,properly use and maintain the Equipment in good operating condition,
other than the normal wear and tear,and make all necassary repairs,alterations
and replacements thereto (collectively, "Repairs"), all of which shall
immediately become the property of First Party and subject to this Lease.

               5.1.3.    Second Party shall comply with manufacturer
instructions relating to the Equipment, and any applicable laws and governmental
regulations.
               5.1.4.    Second Party shall pay all costs and expenses
associated with removal and return of the Equipment.

       5.2.    Identification and Inspection. Upon request by First Party,
Second Party shall mark each Unit conspicuously with appropriate labels or tags
furnished by First Party and maintain such markings through the Term to clearly
disclose that said Unit is being leased from First Party. Subject to Second
Party's reasonable security requirements, Second Party shall permit First
Party's representatives to enter the Premises where any Unit is located to
inspect such Unit.

6.   LOCATION, PROPERTY RIGHTS, LIENS AND ENCUMBRANCES.
     -------------------------------------------------

       6.1.    Personal Property. Each Unit is personal property and Second
Party shall not affix any Unit to realty so as to change its nature to a fixture
or real property and agrees that each Unit shall remain personal property during
the Term. First Party expressly retains ownership and title to the Equipment.
Second Party hereby agrees that it shall be responsible for all of First Party's
obligations as required by the state gaming laws and regulations regarding
maintenance, use, possession and operation of the Equipment. Second Party hereby
authorizes, empowers, and grants a limited power of attorney to First Party to
record and/or execute and file, on Second Party's behalf, any certificates,
memorandums, statements, refiling, and continuations thereof as First Party
deems reasonably necessary or advisable to preserve and protect its interest
hereunder. The parties intend to create a lease agreement and the relationship
of lessor and lessee between themselves. Nothing in this Lease shall be
construed or interpreted to create or imply the existence of a finance lease or
installment lease contract. First Party makes no representation regarding the
treatment of this Lease, the Equipment or the payment of obligations under this
Lease for financial statement reporting or tax purposes.

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       6.2.    Protection of First Party's Property Rights. First Party has the
right to place on each Unit, a medallion or other marker of suitable size
stating in substance [i] that the Equipment is the property of First Party, and
[ii] that First Party, to protect its rights, has filed or retains the right to
file in appropriate government offices a UCC Financing Statement covering the
Equipment. Second Party will cooperate with First Party in preparing, executing
and filing such UCC Financing Statements. Second Party hereby agrees that a copy
of this Lease or any Lease Schedule signed by the Second Party when attached to
any financing statement or similar instrument, the filing of which is necessary
to perfect a security interest, shall be deemed Second Party's signature on such
instrument.

       6.3.    Liens and Encumbrances. Unless otherwise provided herein, Second
Party shall not directly or indirectly create, incur or suffer a mortgage,
claim, lien, charge, encumbrance or the legal process of a creditor of Second
Party of any kind upon or against this Lease or any Unit. Second Party shall at
all times protect and defend, at its own cost and expense, the title of First
Party from and against such mortgages, claims, liens, charges, encumbrances and
legal processes of creditors of Second Party and shall keep all the Equipment
free and clear from all such claims, liens and legal processes. If any such lien
or encumbrance is incurred, Second Party shall immediately notify First Party
and shall take all actions required by First Party to remove the same.

7.   RETURN OF EQUIPMENT.
     -------------------

       7.1.    Duty of Return. At the expiration of any Term or upon termination
of the Lease, Second Party at its expense shall return each Unit to First Party
or its designee at the First Party's distribution facility in Las Vegas, Nevada,
in accordance with appropriate gaming laws and regulations and the terms and
conditions of the Lease Schedule. Each Unit shall include all parts,
accessories, attachments, etc. originally delivered to Second Party and shall
conform to all of the manufacturer's specifications and gaming laws and
regulations with respect to normal function, capability, design and condition
less normal wear and tear. The terms "normal wear and tear" includes minor
scratches, dents, and chips to the exterior of the device and wear to the
interior components of the Unit that is consistent with components of comparably
aged machines. Upon return of the Unit, Second Party agrees to reimburse First
Party for the full retail cost of equipment that is non-functioning or missing
components including, but not limited to, components at the following indicated
reimbursement rate, (i) Door $400.00; (ii) Validator head $550.00; (iii)
Validator Can $245.00; (iv) Monitor $250.00; (v) Circuit Board $420.00; (vi)
Hopper $350.00; (vii) Glass panels $300.00 each.

       7.2.    Failure to Return. If Second Party fails to return the Equipment
or any portion thereof, as provided above, within fourteen (14) days following
expiration of any Term or termination of the Lease, then Second Party shall pay
to First Party an additional month's Rent for each month, or any portion
thereof, that Second Party fails to comply with the terms of this return
provision, until all of the Equipment is returned, as provided herein.

8.   RISK OF LOSS, INSURANCE.
     -----------------------

       8.1.    Risk of Loss. Second Party shall bear the risk of all loss or
damage to any Unit or caused by any Unit during the period from the time the
Unit is shipped by First Party or the Unit's vendor until the time it is
returned as provided herein.

       8.2.    Unit Replacement. If any Unit is lost, stolen, destroyed, seized
by governmental action or, in Second Party's opinion or First Party's opinion,
damaged ("Event of Loss"), this Lease shall remain in full force and effect
without abatement of Rent and Second Party shall promptly replace such Unit at
its sole expense with a Unit of equivalent value and utility, and similar kind
and in substantially the same condition as the replaced Unit immediately prior
to the Event of Loss. Title to such replacement unit immediately shall vest and
remain in First Party, and such unit shall be deemed a Unit under this Lease.
Upon such vesting of title and provided Second Party is not in default under
this Lease, First Party shall cause to be paid to Second Party or the vendor of
the replacement unit any insurance proceeds actually received by First Party for
the replacement Unit. Second Party shall promptly notify First Party of any
Event of Loss and shall provide First Party with and shall enter into, execute
and deliver such documentation, as First Party shall request with respect to the
replacement of any such Unit.

       8.3.    Insurance.

               8.3.1.  Second Party shall obtain and maintain in full force and
effect the following insurance: [i] all risk, full replacement cost damage
insurance on the Premises; [ii] commercial general

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liability insurance; [iii] all risk, full replacement cost property damage
insurance on the Equipment (in no event less than the outstanding balance of the
obligations hereunder), and [iv] workers compensation insurance.

               8.3.2.  Such insurance shall: [i] name First Party, its parents,
subsidiaries, affiliates and assignees, as additional insureds and as first loss
payees as their interests may appear (general liability and property only); [ii]
provide a waiver of subrogation to First Party (workers compensation only); and
[iii] provide that the POLICY MAY NOT BE CANCELED OR MATERIALLY ALTERED WITHOUT
THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO LESSOR.

               8.3.3.  In the event the Equipment includes automobiles, trucks,
boats or other vehicles, Second Party shall obtain and maintain in full force
and effect commercial liability coverage in an amount not less than
$1,000,000.00 combined single limit. Such insurance shall: [i] name First Party,
its parents, subsidiaries, affiliates and assignees, as additional insureds and
first loss payees as their interests may appear; and [ii] provide that the
policy may not be canceled or materially altered without thirty (30) days prior
written notice to First Party.

               8.3.4.  All such insurance required herein shall be placed with
companies having a rating of at least A, Class XII or better by Best's rating
service. Second Party shall maintain the insurance throughout the contract
period and furnish to First Party until the payment in full of any obligations
herein, insurance certificates of a kind satisfactory to First Party showing the
existence of the insurance required hereunder and premium paid.

9.   LESSOR'S PURCHASE AND PERFORMANCE.  Upon receipt of a Lease Schedule
     ---------------------------------
executed and delivered by Second Party, Second Party shall bear all
responsibilities and perform all obligations of First Party, which may arise as
a result of any document or agreement between First Party and a vendor in
connection with the Equipment to be leased under said Lease Schedule, other than
payment of the purchase price.

10.  TAXES.
     -----

       10.1.   Taxes. Second Party agrees to report, file, pay promptly when due
to the appropriate taxing authority and indemnify, defend, and hold First Party
harmless from and against any and all taxes (including gross receipts),
assessments, license fees and other federal, state or local governmental charges
of any kind or nature, together with any penalties, interest or fines related
thereto (collectively, "Taxes") that pertain to the Equipment, its purchase, or
this Lease, except such Taxes based solely upon the net income of First Party,
including, but not necessarily limited to all property, sales and/or use taxes
levied or assessed regardless of whether such taxes are levied or assessed
against First Party or Second Party.

       10.2.   First Party's Filing of Taxes. Notwithstanding the foregoing,
First Party at its election may report and file sales and/or use tax reports,
which are filed and paid periodically through the Term, and the amounts so due
may be invoiced to Second Party and payable as specified therein.

11.  INDEMNIFICATION.  Except for the negligence of First Party, its employees
     ---------------
or agents and assigns, Second Party hereby assumes liability for and agrees to
indemnify, defend, protect, save and hold harmless the First Party, its agents,
employees, directors and assignees from and against any and all losses, damages,
injuries, claims, administration of claims, penalties, demands and all expenses,
legal or otherwise (including reasonable attorneys' fees) of whatever kind and
nature arising from the purchase, ownership, use, condition, operation or
maintenance of the Equipment, or any agreement between First Party and a vendor
(including purchase or sales orders), until the Equipment is returned to First
Party.  Any claim, defense, setoff, or other right of Second Party against any
such indemnified party shall not in any way affect, limit, or diminish Second
Party's indemnity obligations hereunder.  Second Party shall notify First Party
immediately as to any claim, suit, action, damage, or injury related to the
Equipment of which Second Party has actual or other notice and shall, at its own
cost and expense, defend any and all suits, including frivolous suits and
claims, which may be brought against First Party, shall satisfy, pay and
discharge any and all judgments and fines that may be recovered against First
Party in any such action or actions, provided, however, that First Party shall
give Second Party written notice of any such claim or demand.  Second Party
agrees that its obligations under this section shall survive the expiration or
termination of this Lease.

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12.  REPRESENTATIONS AND WARRANTIES.  Second Party hereby represents and
     ------------------------------

warrants to First Party that:
       12.1.   It is an entity duly organized, validly existing and in good
standing under the laws of the state of its formation;

       12.2.   Second Party's true legal name is as set forth in the preamble
hereto and that is shall not change its name without thirty (30) days' written
notice to First Party;

       12.3.   It has the corporate power and authority to execute, deliver and
perform this Agreement and other instruments and documents required or
contemplated herein;

       12.4.   The execution, delivery and performance of this Agreement has
been duly authorized by all necessary action on the part of the corporation, do
not and will not require the approval of the shareholders of the corporation and
do not and will not contravene the Certificate of Incorporation or by-laws of
the corporation, and does not constitute a default of any indenture, contract,
agreement, mortgage, deed of trust, document or instrument to which Second Party
is a party or by which Second Party is bound;

       12.5.   The person(s) executing this Agreement on behalf of Second Party
has or have been properly authorized to execute the same;

       12.6.   It has obtained, maintains, and will maintain, on an active and
current basis, all licenses, permits, registrations, approvals and other
authority as may be required from any applicable federal, state, tribal and
local governments and agencies having jurisdiction over it and the subject
matter of this Agreement;

       12.7.   There are no suits, actions, proceedings or investigations
pending or threatened or any basis therefore which might materially or adversely
affect the condition, business or prospects of it or affect the ability of it to
perform its obligations under this Agreement or have a material adverse effect
upon the financial condition of it or the validity or enforceability of this
Agreement;

       12.8.   It is not currently the subject of any pending or threatened
bankruptcy or insolvency proceeding;

       12.9.   Second Party is not presently insolvent and this Agreement will
not render Second Party insolvent. As used in this section, the term "insolvent"
means that the sum total of all of an entity's liabilities (whether secured or
unsecured, contingent or fixed, or liquidated or unliquidated) is in excess of
the value of such entity's non-exempt assets (i.e. all of the assets of the
entity that are available to satisfy claims of creditors);

       12.10.  As of the date hereof, it's obligations under this Agreement are
not subject to any defense, set off or counterclaim;

       12.11.  Second Party is not currently aware of any event, condition, fact
or circumstance, which, after the execution of this Agreement, would prevent
Second Party from having sufficient working capital to pay all of Second Party's
debts as they become due;

       12.12.  This Agreement constitutes a valid and legally binding agreement
and is enforceable in accordance with its terms, except to the extent that
enforcement of any remedies may be limited by applicable bankruptcy, insolvency,
general principles of equity or other similar laws affecting generally the
enforcement of creditor's remedies;

       12.13.  There have been no amendments, modifications, waivers or releases
with respect to this Agreement or any provisions hereof, whether oral or written
prior to execution hereof;

       12.14.  The location of Second Party's primary place of business is set
forth herein and will not be changed without thirty (30) days' prior written
notice to First Party; and

       12.15.  To the best of it's knowledge and belief, no further order,
consent, approval, license, authorization or validation of, or filing, recording
or registration with, or exemption by, any governmental, regulatory or public or
tribal body or authority is required in connection with the execution, delivery
and performance of, or the legality, validity, binding effect or enforceability
of this Agreement.

13.  WARRANTY, DISCLAIMERS AND LIMITATIONS OF LIABILITY REGARDING EQUIPMENT.
     ----------------------------------------------------------------------

       13.1.   PDS Slot Source Gaming Devices/Digital Games.

          13.1.1.  Each gaming device supplied herein by PDS's Slot Source
Division ("Slot Source Devices") and any Digital Games ("Digital Games"), which
are subject to this Lease or any Lease Schedule, if any, are leased in a
functional condition. First Party warrants that for a period of thirty (30) days
following delivery, any Slot Source devices (including custom reconditioned,
                        -------------------
Quick Ship, Fast Track

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and/or functional Slot Source Devices leased in any Lease Schedule) will be
mechanically sound and in good working order. First Party further warrants that
for a period of one (1) year following delivery, any Digital Games will be
                                                     -------------
mechanically sound and in good working order. Second Party's sole and exclusive
remedy in the event of defect of Slot Source Devices or Digital Games is
expressly limited to the restoration of the device to good working condition by
adjustment, repair or replacement of defective parts, at Second Party's
election. There are no other warranties, express or implied, including, but not
limited to, warranties of merchantability or fitness for a particular purpose.
No affirmation of fact, including, but not limited to, statements regarding
suitability for use or performance of such Equipment shall be deemed to be a
warranty of First Party for any purpose.

     13.1.2.   The Second Party will bear the cost of returning any defective
Slot Source Devices or Digital Games to First Party, including shipping and
reasonable packaging. First Party will bear the cost of returning the repaired
or replacement Slot Source Device or Digital Game to the Second Party, including
shipping and reasonable packaging. Repair of damage caused by the Second Party's
negligence or intent, or damage caused by third parties is the responsibility of
the Second Party and shall in no event be the responsibility of First Party.

     13.2.     Original Equipment Manufacturer ("OEM") Gaming Devices or
Equipment. First Party makes no warranties, express or implied, including, but
not limited to, warranties of merchantability or fitness for a particular
purpose with regard to any OEM gaming devices or equipment acquired by PDS for
lease to Lessee hereunder. No affirmation of fact, including, but not limited
to, statements regarding suitability for use or performance of such Equipment
shall be deemed to be a warranty of First Party for any purpose. All OEM
warranties, if any, shall extend to Lessee, subject to the terms and conditions
of said OEM warranty and to the extent as it may apply to any Equipment leased
herein.

     13.3.     Notwithstanding anything herein to the contrary, First Party
shall not be responsible or liable for any revenues foregone by the Second
Party, while a Unit is not functioning properly. First Party shall also not be
responsible or liable for any losses, damages, injuries, claims, penalties,
demands and all expenses, legal or otherwise (including reasonable attorneys'
fees) of whatever kind and nature arising from any patron disputes involving
such Equipment. The liability of First Party and the OEM of any Unit leased
hereunder, whether in contract, in tort, under warranty, in negligence or
otherwise, shall not exceed the fair market value of the Unit itself and under
no circumstances shall First Party or the OEM of any Unit be liable for direct,
special, indirect, or consequential damages. Neither First Party nor any
manufacturer of any Unit shall be liable in any respect for the acceptance of
counterfeit and/or fraudulent materials (i.e. tokens, coins, bills, etc.) by the
Equipment. Any unauthorized modification, alteration, or revision of all or any
portion of the Equipment shall cause the warranty described above to be null and
void. First Party, its affiliates, subsidiaries, representatives, and agents
make no other warranty, express or implied. IN NO EVENT SHALL FIRST PARTY BE
LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING
WITHOUT LIMITATION LOSS OF PROFITS, ARISING OUT OF THIS LEASE OR ANY LEASE
SCHEDULE REGARDLESS OF THE NATURE OF ANY CLAIM MADE BY LESSEE.

14.  ASSIGNMENT OF LEASE.
     -------------------

       14.1.   Assignment by First Party. Second Party acknowledges and agrees
that First Party may assign, mortgage, or otherwise transfer its interest
thereunder and/or in the Equipment to others ("Assignees") without any consent
of Second Party, provided however that Second Party shall be notified of any
assignment. Accordingly, Second Party and First Party agree that upon such
assignment, Second Party (i) shall acknowledge such assignment in writing by
executing a Notice, Consent and Acknowledgment of Assignment furnished by First
Party; (ii) shall promptly pay all Rent when due to the designated Assignees,
notwithstanding any defense, setoff, abatement, recoupment, reduction or
counterclaim whatsoever that Second Party may have against First Party; (iii)
shall not permit the Lease or Lease Schedule so assigned to be amended or the
terms thereof waived without the prior written consent of the Assignees; (iv)
shall not require the Assignees to perform any obligations of First Party under
such Lease Schedule; (v) shall not terminate or attempt to terminate the Lease
or Lease Schedule on account of any default by First Party; and (vi)
acknowledges that any Assignee may reassign its rights and interest with the
same force and effect as the assignment described herein.

     14.2.     Assignment or Sublease by Second Party. Second Party shall not
assign this Lease or any Lease Schedule or assign its rights in or sublet the
Equipment, or any interest therein without First

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Party's and its Assignee's prior written consent, which consent shall not be
unreasonably withheld except that Lessee shall have the right to assign this
Lease and any Lease Schedule or its rights in or sublet the Equipment, or any
interest therein, to an Affiliate. For purposes of this Section, "Affiliate"
shall mean, with respect to the Lessee, any corporation, partnership, limited
liability company or other business entity which directly or indirectly,
controls or is controlled by or is under common control with the Lessee. For the
purposes of this definition, "control" (including "controlling", "controlled by"
and "under common control with") as used with respect to any corporation,
partnership, limited liability company or other business entity, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such corporation, partnership,
limited liability company or other business entity, whether through the
ownership of voting securities, partnership interest, by contract or otherwise".

15.  FINANCIAL INFORMATION, FURTHER ASSURANCES.
     -----------------------------------------

       15.1.   Financial Information.  Throughout the Term, Second Party shall
deliver to First Party copies of all current financial information of Second
Party, which will reflect the financial condition and operations of Second Party
as well as such other information regarding Second Party reasonably requested by
First Party or its Assignees.

       15.2.   Further Assurances. Second Party shall execute and deliver to
First Party, such other documents, and take such further action as First Party
may request to effectively carry out, the intent and purposes of this Lease and
the Lease Schedules. All documentation shall be in a form acceptable to First
Party and its Assignees.

       15.3.   Lease Agreement. If any court of competent jurisdiction should
determine that this Lease constitutes a security arrangement as opposed to a
true lease, the parties then agree that this Lease shall constitute a security
agreement within the meaning of the Uniform Commercial Code and that the First
Party shall be considered a secured party under the provisions thereof and shall
be entitled to all the rights and remedies of a secured party and Second Party,
as debtor, grants to First Party, as secured party, a security interest in the
Equipment; provided nothing herein shall be construed nor shall the inclusion of
this paragraph be interpreted as derogating from the stated intent and
contractual understanding of the parties that this is a true lease.

16.  DEFAULT BY SECOND PARTY.  Second Party shall be deemed in default under
     -----------------------
this Agreement upon the occurrence of any one of the following events ("Event of
Default"):

       16.1.   Failure to make any payment due under this Agreement within ten
(10) days of its due date;

       16.2.   Second Party's cancellation, termination, alteration, or
rescission of the Authorization for Automatic Payment without the prior approval
of First Party;

       16.3.   Second Party's rejection of any authorized withdrawal, payment or
entry permitted by the Authorization for Automatic Payment;

       16.4.   Failure to perform any other obligation under this Agreement
within thirty (30) days after receipt of written notice of default and failure
to cure; provided, however, that no notice shall be required where a breach or
threatened breach would cause irreparable harm to First Party and First Party
may immediately seek equitable relief in a court of competent jurisdiction to
enjoin such breach;

       16.5.   Second Party shall fail to pay its debts as they become due,
shall make an assignment for the benefit of its creditors, shall admit in
writing its inability to pay its debts as they become due, shall file a petition
under any chapter of the Federal Bankruptcy Code or any similar law, state or
federal, now or hereafter existing, shall become "insolvent" as that term is
generally defined under the Federal Bankruptcy Code, shall in any involuntary
bankruptcy case commenced against it file an answer admitting insolvency or
inability to pay its debts as they become due, or shall fail to obtain a
dismissal of such case within one hundred twenty (120) days after its
commencement or convert the case from one chapter of the Federal Bankruptcy Code
to another chapter, or be the subject of an order for relief in such bankruptcy
case, or be adjudged a bankrupt or insolvent, or shall have a custodian, trustee
or receiver appointed for, or have any court take jurisdiction of its property,
or any part thereof, in any proceeding for the purpose of reorganization,
arrangement, dissolution or liquidation, and such custodian, trustee or receiver
shall not be discharged, or such jurisdiction shall not be relinquished, vacated
or stayed within sixty (60) days of the appointment;

                                                                          Page 7
<PAGE>

     16.6.   Second Party materially defaults under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced, any indebtedness of Second Party for money borrowed, whether such
indebtedness now exists or shall be created hereafter, which material default
(monetary or otherwise) is not cured within (30) days;

     16.7.   Second Party shall be dissolved, liquidated or wound up or is
enjoined, restrained, fails or is in any way prevented from maintaining its
existence as a going concern in good standing (excepting, however,
reorganizations, consolidations and/or mergers into or with affiliates owned by,
owning or under common control of or with such entity or into the parent of such
entity, provided the succeeding organization assumes and accepts such entity's
obligation hereunder);
     16.8.   Second Party attempts to remove, sell, transfer, encumber, part
with possession or sublet the Equipment or any unit thereof without the prior
written consent of First Party;
     16.9.   Any unit of the Equipment is lost, stolen or destroyed;
     16.10.  Any unit of the Equipment is attached, levied upon, encumbered,
pledged, or seized under any judicial process;
     16.11.  Any warranty or representation made or furnished to First Party by
or on behalf of Second Party is false or misleading in any material respect when
made or furnished;
     16.12.  Failure of Second Party to maintain in full force and effect the
licenses, permits and certifications that may be required under any applicable
gaming laws for the operation of Second Party 's business;
     16.13.  The revocation of any gaming license of Second Party;
     16.14.  The denial of any gaming license application of Second Party;
     16.15.  Failure of Second Party to comply with all gaming statutes and
regulations;
     16.16.  Failure of Second Party to maintain the insurance required by this
Agreement; and/or
     16.17.  Sale, change in control or any transfer of a majority of Second
Party 's business or assets.

17. FIRST PARTY REMEDIES.
    --------------------
     17.1.  Second Party acknowledges that the enforcement of this Agreement may
require approval of certain regulatory authorities and copies of all Default
Notices, legal proceedings, etc. will be forwarded to the appropriate agency as
required by state law or regulation.  Second Party further acknowledges that
upon any Event of Default, and at any time thereafter, First Party, may in
addition to any and all rights and remedies it may have at law or in equity,
without notice to or demand upon any party to this Agreement and at its sole
option:
          17.1.1.  Declare all amounts remaining unpaid under this Agreement
immediately due and payable and interest shall accrue on any outstanding balance
due First Party at a rate of 1.5% per month, which is 18% per annum, until paid
in full;
          17.1.2.  Proceed by appropriate court action or other proceeding,
either at law or in equity to enforce performance by Second Party of any and all
covenants of this Agreement;
          17.1.3.  Enter onto Second Party's premises in person or by agent and
take possession of the Equipment;
          17.1.4.  Require Second Party to return the Equipment, at Second
Party's expense, to a place designated by First Party;
          17.1.5.  Render the Equipment unusable in such manner as is reasonable
under the circumstances and as may be allowed by applicable law;
          17.1.6.  Dispose of the Equipment, as First Party in the good faith
exercise of its discretion deems necessary or appropriate;
          17.1.7.  Without demand, advertisement or notice of any kind (except
such notice as may be required under the Uniform Commercial Code, if applicable,
and all of which are, to the extent permitted by law, hereby expressly waived),
sell, resell, lease, re-lease or dispose of the Equipment in any manner;
          17.1.8.  If not already the property of First Party, purchase the
Equipment at public sale with credit on any amounts owed;
          17.1.9.  If not already the property of First Party, purchase the
Equipment at private sale for a price and on such terms as is determined by an
independent appraiser appointed by First Party to be the price and terms at
which a willing seller would be ready to sell to an able buyer ;

                                                                          Page 8
<PAGE>

          17.1.10. Proceed immediately to exercise each and all of the powers,
rights, and privileges reserved or granted to First Party under this Agreement;
          17.1.11. Subject to applicable and appropriate gaming laws, rules,
laws and regulations, and required approvals, take possession, sell and/or re-
lease any unit of the Equipment as First Party may desire, in its sole
discretion without demand or notice, wherever the same may be located, without
any court order or pre-taking hearing, any and all damages occasioned by such
retaking being specifically waived herein by Second Party;
          17.1.12. Take control of any and all proceeds to which Second Party is
entitled;
          17.1.13. Exercise any other remedies available to a First Party under
the Uniform Commercial Code, if applicable;
          17.1.14. Immediately seek equitable relief in a court of competent
jurisdiction to enjoin a breach of this Agreement where said breach or
threatened breach would cause irreparable harm to First Party; and/or

          17.1.15. Exercise any other rights or remedies provided or available
to First Party at law or in equity.
     17.2.  No waiver by First Party, its affiliates, successors or assigns, of
any default, including, but not limited to, acceptance of late payment after the
same is due, shall operate as a waiver of any other default or of the same
default on a future occasion. In the Event of Default, First Party shall be
entitled to recover all costs, expenses, losses, damages and legal costs
(including reasonable attorneys' fees) incurred by First Party in connection
with the enforcement of First Party's remedies. All rights and remedies of First
Party are cumulative and are in addition to any other remedies provided for at
law or in equity, including the Uniform Commercial Code, if applicable, and may,
to the extent permitted by law, be exercised concurrently or separately. Except
as otherwise provided in Section 20.15, a termination hereunder shall occur only
upon written notice by First Party to Second Party and no repossession or other
act by First Party after default shall relieve Second Party from any of its
obligations to First Party hereunder unless First Party so notifies Second Party
in writing.
     17.3.  In the event of a default by Second Party, First Party may, at its
option, declare this Agreement terminated without further liability or
obligation to the defaulting party.

     17.4.  Article 2A Waivers.  In the event that Article 2A of the Uniform
Commercial Code is adopted under applicable law and applies to this Lease, then
Second Party, to the extent permitted by law, waives any and all rights and
remedies conferred upon a lessee by Sections 2A-508 through 2A-522 of such
Article 2A, including, but not limited to, Second Party's rights to:  (i) cancel
or repudiate this Lease; (ii) reject or revoke acceptance of the Equipment;
(iii) claim, grant or permit a security interest in the Equipment in Second
Party's possession or control for any reason; (iv) deduct from Rent all or any
part of any claimed damages resulting from First Party's default, if any, under
this Lease; (v) accept partial delivery of the Equipment; (vi) "cover" by making
any purchase or lease of or contract to purchase or lease equipment in
substitution for Equipment designated in this Lease; and (vii) obtain specific
performance, replevin, detinue, sequestration, claim and delivery or the like
for any Equipment identified to this Lease.  To the extent permitted by
applicable law, Second Party also hereby waives any rights now or hereafter
conferred by statute or otherwise which may require First Party to sell, lease
or otherwise use any Equipment in mitigation of First Party's damages or which
may otherwise limit or modify any of First Party's rights or remedies,
including, without limitation, any limit on the determination of the amount of
First Party's Loss provided in Article 2A of the Uniform Commercial Code.

18.  COMPLIANCE WITH GOVERNMENTAL AGENCIES.
     --------------------------------------
          18.1.    All services furnished hereunder shall comply with the
requirements of all governmental authorities having jurisdiction (the
"Authorities"). The terms and conditions of the Lease or any Lease Schedule
shall be subject to the approval by the Authorities, if such approval is so
required. It is understood that, if at any time either prior to or subsequent to
the initial starting date of the Lease or any Lease Schedule, the Authorities
shall render a final determination either disapproving the terms and conditions
of the Lease or any Lease Schedule or denying the application of First Party for
a gaming license, vendor registration or casino service supplier, or if First
Party already has such a license, the qualifications of First Party that then,
in either of such events, the Lease or any lease schedule shall be deemed
terminated, as of the date of such

                                                                          Page 9
<PAGE>

disapproval or denial, as though such date were the date originally fixed herein
for the notice of termination of the Lease or any lease schedule.

     18.2.  If the Lease or any lease schedule is so terminated, then Second
Party shall tender payment to First Party of (i) any amounts then due and owing
under the Lease and any lease schedule, including but not limited to such items
as rent, late charges, and taxes paid by or assessed upon First Party, and (ii)
the amount equal to the Termination Value, as defined below, and First Party
shall transfer title to the Equipment to Second Party and in that event the
parties hereto shall have no further liability to each other. Second Party
agrees to comply with all requirements of every governmental authority, which
has jurisdiction over the Lease or any lease schedule and over Second Party.
Termination Value shall be defined as the net present value of the remaining
rentals due, including the purchase option amount, discounted at the original
all-in yield, for each lease schedule.

19.  WAIVER OF JURY TRIAL.  The parties hereby knowingly and voluntarily waive
     --------------------
their right to a jury trial on any claim or cause of action based upon or
arising out of, directly or indirectly, this Lease or any Lease Schedules, any
dealings between the parties relating to the subject matter hereof or thereof,
and/or the relationship that is being established between the parties.  The
scope of this waiver is intended to be all encompassing of any and all disputes
that may be filed in any court (including, without limitation, contract claims,
tort claims, breach of duty claims, and all other common law and statutory
claims).  This waiver may not be modified orally, and the waiver shall apply to
any subsequent amendment, renewals, supplement or modifications to this
Agreement or the loan agreements.  In the event of litigation, this Lease may be
filed as a written consent to a trial by the court.

20.  MISCELLANEOUS.
     -------------
     20.1.  Amendments or Modifications.  This Lease shall not be modified or
amended except by an instrument in writing signed by or on behalf of the parties
hereto.
     20.2.  Binding Effect.  This Lease shall be binding upon and inure to the
benefit of the parties and their respective, permitted successors, heirs,
executors, administrators, assigns, and all persons claiming by, through or
under them.
     20.3.  Captions, Headings and Titles.  The captions, headings and titles of
the various sections of this Lease are for convenience only and are not to be
construed as confining or limiting in any way the scope or intent of the parties
or the provisions hereof.  Whenever the context requires or permits, the
singular shall include the plural, the plural shall include the singular and the
masculine, feminine and neuter shall be freely interchangeable.
     20.4.  Compliance with All Laws.  The Second Party shall not to violate any
law or regulation including, without limitation, any gaming law or regulation or
to engage in any act or omission which tends to bring discredit upon the gaming
industry or otherwise jeopardizes the other party's ability to engage in
business with businesses licensed by any applicable regulatory authorities.
First Party shall use its good faith judgment in determining whether any such
violation, act or omission of Second Party or its directors, officers or
managers, if any, places First Party's business or licenses at risk and upon
such determination First Party shall have the right to immediately terminate
this Lease or any Lease Schedule without further liability to Second Party.
     20.5.  Conduct. Second Party acknowledges that First Party, its
subsidiaries and affiliates, have a positive reputation in the finance and
gaming industry and that First Party and its subsidiaries and affiliates are
subject to regulation and licensing and desire to maintain their reputation and
receive positive publicity. Second Party therefore agrees that throughout the
Term, Second Party's directors, officers and managers will not conduct
themselves in a manner which is contrary to the best interests of, nor in any
manner that adversely affects or is detrimental to, First Party, its
subsidiaries or affiliates, and will not directly or indirectly make any oral,
written or recorded private or public statement or comment that is disparaging,
critical, defamatory or otherwise not in the best interests of PDS or its
subsidiaries or affiliates. First Party shall use its good faith business
judgment in determining whether the conduct of Second Party's directors,
officers or managers adversely affects PDS, its subsidiaries or affiliates, and
upon such determination PDS shall have the right to immediately terminate this
Lease or any Lease Schedules without further liability to Second Party.
     20.6.  Confidentiality.

                                                                         Page 10
<PAGE>

          20.6.1. Second Party shall not disclose information relating to the
operations of PDS, its affiliates or subsidiaries, to persons other than the
management of PDS or to those governmental or regulatory authorities having
competent jurisdiction over PDS or it's business, unless PDS shall have given
prior written consent for the release of such information.  PDS may require
Second Party to execute a nondisclosure agreement in connection with this
Agreement and Second Party, if so requested by PDS, agrees to execute the same.
          20.6.2. PDS and its employees shall keep all statistical, financial,
confidential, and/or personal data requested, received, stored or viewed by PDS
in connection with this Agreement in the strictest confidence.  PDS agrees not
to divulge to third parties, without the written consent of Second Party, any
such information unless:  [i] the information is known to PDS prior to obtaining
the same; [ii] the information is, at the time of disclosure by PDS, then in the
public domain; [iii] the information is obtained by PDS from a third party who
did not receive same, directly or indirectly from Second Party and who has no
obligation of secrecy with respect thereto; or [iv] the information is requested
by and divulged to a governmental or regulatory authority having competent
jurisdiction over PDS or it's business. PDS further agrees that it will not,
without the prior written consent of Second Party, disclose to any third party
any information developed or obtained by PDS in the performance of this
Agreement except to the extent that such information falls within one of the
categories described above.
    20.7.  Counterparts.  This Lease may be executed in as many counterparts as
may be deemed necessary and convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed to be an
original, but all such counterparts together shall constitute but one and the
same document.
    20.8.  Effective Only Upon Execution by Authorized Officer.  Neither this
Lease nor any Lease Schedule shall be deemed to constitute an offer or be
binding upon First Party until executed by First Party's authorized officer.  No
representations made by any First Party's salespersons or anyone else shall be
binding unless incorporated herein in writing.
    20.9.  Entire Agreement.  This Lease along with any Lease Schedules and
related instruments executed in connection therewith constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, promises, negotiations, representations or
understandings, whether written or oral, between the parties hereto relating to
the subject matter of this Lease or any Lease Schedules.  Any prior agreements,
promises, negotiations, representations or understandings, either oral or
written, not expressly set forth in this Lease, any Lease Schedule, or related
instruments executed in connection therewith shall no force or effect.
    20.10. Further Assurances.  The parties further covenant and agree to do,
execute and deliver, or cause to be done, executed and delivered, and covenant
and agree to use their best efforts to cause their successors and assigns to do,
execute and deliver, or cause to be done, executed and delivered, all such
further acts, transfers and assurances, for implementing the intention of the
parties under this Agreement, as the parties reasonably shall request.  The
parties agree to execute any additional instruments or agreements necessary to
carry out the intent of this Lease.
    20.11. Governing Law.
           20.11.1. The substantive and procedural laws of the State of Nevada
shall govern the validity, construction, interpretation, performance and
enforcement of this Agreement and the parties agree to jurisdiction in Nevada
without reference to its conflict of laws provisions. The parties also hereby
agree that any action and/or proceeding in connection with this Agreement shall
only be brought in the venue of Clark County, Nevada.
           20.11.2. In the event that Second Party is an Indian Tribe as defined
by the Indian Gaming Regulatory Act, 25 U.S.C. (S)2701 et seq. or a sovereign
nation, the parties agree that the immediate section above shall be null and
void and Second Party hereby grants a limited waiver of its Sovereign Immunity,
for the sole benefit of First Party, such waiver being limited to actions or
claims by First Party against Second Party, or by Second Party against First
Party, which shall arise directly from, or are related to, this Agreement. Any
action brought by or against First Party may be brought only in the United
States District Court most near Second Party's primary place of business. The
law to be applied by said United States District Court in any such action shall
be the law of the State of Nevada, including the Uniform Commercial Code, as
adopted by the State of Nevada, without reference to any Nevada choice of law
provisions.

                                                                         Page 11
<PAGE>

         20.11.3. Without in any way limiting the generality of the foregoing,
Second Party expressly authorizes any governmental or other agency authorities
who have the right and duty under applicable law to take any and all action
authorized or ordered by any court, including without limitation, entering the
land of Second Party and repossessing the Equipment or otherwise giving effect
to any judgment entered.  It is the intent of the parties that First Party will
be able to obtain possession of the Equipment in accordance with the rights
afforded it under applicable laws and/or any court order.
     20.12.  Governmental Regulations. Notwithstanding anything in this Lease or
any Lease Schedule to the contrary, in the event any federal, state, local or
other governmental body's statutes, laws, rules, or regulations are
enacted/promulgated, the impact of which will materially impact the methods
and/or costs of First Party under this Lease or any Lease Schedule, then, in
that event, First Party, upon written notice to Second Party, may request a
renegotiation of this Lease or any Lease Schedule. Any modifications to this
Lease or any Lease Schedule resulting from such renegotiation shall become
effective on the latest date as permitted by the governmental body. In the event
the parties are unable to reach a satisfactory agreement during said
renegotiations, First Party shall have the right to cancel the Lease or any
Lease Schedule at any time by not less than 60 days prior written notice to
Second Party, whereupon the Lease and/or Lease Schedule shall be null and void.
     20.13.  Independence of Parties.  All persons hired or employed by each
party in the discharge of this Lease shall be considered employees of that party
and not of any other party to this Lease and shall be solely and exclusively
under the hiring or employing party's direction and control.  Neither party nor
any of its employees [i] shall be held or deemed in any way to be an agent,
employee or official of the other party, or [ii] shall have the authority to
bind the other party in any manner whatsoever.  Each party further agrees to
have all persons employed by it properly covered by worker's compensation or
employer's liability insurance, as required by law and to assume and pay at its
own cost all taxes and contributions required by an employer under any and all
unemployment insurance, old age pensions, and other applicable so-called Social
Security Acts.
     20.14.  Intellectual Property Rights not conveyed.  Nothing in this Lease
shall be construed as to grant or convey to Second Party any right, title or
interest in and to any intellectual property rights (including software, patent,
copyright and/or trademark) to any part of the Equipment.
     20.15.  Lease Irrevocable.  Except as otherwise provided for herein, this
Lease is irrevocable for the full Term hereof. However, in the event of a
termination of Second Party's right of possession of the Equipment and/or the
taking of possession of the Equipment by the First Party for any reason, the
Rent hereunder shall be set-off to take into account the value of the Equipment
repossessed (less costs incurred) by the First Party.
     20.16.  License and Permits.  Each party shall obtain and maintain on an
active and current basis, all licenses, permits, registrations, approvals and
other authority as may be required from any applicable federal, state, tribal
and local governments and agencies having jurisdiction over the subject matter
of this Lease and any Lease Schedule.
     20.17.  Multiple Second Parties.  If more than one Second Party is named in
this Lease or a Lease Schedule the liability of each shall be joint and several.
     20.18.  No Joint Venture, Partnership or Agency Relationship.  Neither this
Lease nor any Lease Schedule shall create any joint venture or partnership
between the parties.  Nothing contained in this Lease and any Lease Schedule
shall confer upon either party any proprietary interest in, or subject a party
to any liability for or in respect of the business, assets, profits, losses or
obligations of the other.  Nothing herein contained shall be read or construed
so as to make the parties a partnership, nor shall anything contained herein be
read or construed in any way to restrict the freedom of either party to conduct
any business or activity whatsoever without any accountability to the other
party.  Neither party shall be considered to be an agent or representative of
the other party or have any authority or power to act for or undertake any
obligation on behalf of the other party except as expressly authorized by the
other party in writing.  Any such unauthorized representation or action shall be
considered a breach of this Lease and any Lease Schedule.
     20.19.  Nondiscrimination.  Neither party shall discriminate against any
person on the basis of race, color, sex, national origin, disability, age,
religion, handicapping condition (including AIDS or AIDS related conditions), or
any other class protected by United States federal law or regulation.

                                                                         Page 12
<PAGE>

     20.20.  Non-Party Beneficiaries. Nothing herein, whether express or implied
shall be construed to give any person other than the parties, and their
successors and permitted assigns, any legal or equitable right, remedy of claim
under or in respect of this Lease and any Lease Schedule; but this Lease and any
Lease Schedule shall be held to be for the sole and exclusive benefit of the
parties, and their successors and assigns.
     20.21.  Notices.  Except as otherwise required by law, all notices required
herein shall be in writing and sent by prepaid certified mail or by courier,
addressed to the party at the address of the party specified herein or such
other address designated in writing.  Notices are deemed to have been received
[i] on the fourth business day following posting thereof in the U.S. Mail,
properly addressed and postage prepaid, [ii] when received in any medium if
confirmed or receipted for in the manner customary in the medium employed, or
[iii] if acknowledged in any manner by the party to whom the communication is
directed.
     20.22.  Privileged Licenses.
             20.22.1.  Second Party acknowledges that First Party, its parent
company, subsidiaries and affiliates, are businesses that are or may be subject
to and exist because of privileged licenses issued by governmental authorities.
If requested to do so by First Party, Second Party, and its agents, employees
and subcontractors, shall obtain any license, qualification, clearance or the
like which shall be requested or required of any of them by First Party or any
regulatory authority having jurisdiction over First Party or any parent company,
subsidiary or affiliate of First Party. If Second Party, or its agents,
employees, or subcontractors, fails to satisfy such requirement or if First
Party or any parent company, subsidiary or affiliate of First Party is directed
to cease business with Second Party or its agents, employees or subcontractors
by any such authority, or if First Party shall in good faith determine, in First
Party's sole and exclusive judgment, that Second Party, or any of its agents,
employees, subcontractors, or representatives [i] is or might be engaged in, or
is about to be engaged in, any activity or activities, or [ii] was or is
involved in any relationship, either of which could or does jeopardize First
Party's business or such licenses, or those of a parent company, subsidiary or
affiliate, or if any such license is threatened to be, or is, denied, curtailed,
suspended or revoked, this Lease and any Lease Schedule may be immediately
terminated by First Party without further liability to Second Party.
             20.22.2.  Second Party further acknowledges its understanding that
it is illegal for a denied gaming license applicant or a revoked gaming
licensee, or a business entity under such a person's control, to enter or
attempt to enter into a contract with First Party, its parent company,
subsidiaries or any affiliate, without the prior approval of the Nevada Gaming
Commission or other applicable gaming authorities. Second Party affirms that it
is not such a person or entity and that it is not under the control of such a
person; and agrees that this Lease and any Lease Schedule is subject to
immediate termination by First Party, without further liability to Second Party,
if Second Party is or becomes such a person or entity or is under the control of
such a person.
     20.23  Pronouns.  Masculine or feminine pronouns shall be substituted
for the neuter form and vice versa, and the plural shall be substituted for the
singular form and vice versa, in any place or places herein in which the context
requires such substitution or substitutions.
     20.24. Regulatory Approvals.  Certain transactions contemplated by this
Lease and any Lease Schedule may require the approval of governmental regulatory
authorities.  Those transactions are entirely conditional upon and subject to
the prior approval of such authority.  If the transactions are not so approved,
they shall be null and void ab initio.  The parties shall cooperate with one
another and move promptly with due diligence and in good faith to request any
required or appropriate regulatory approvals.  If the action or inaction of any
governmental regulatory authority renders the parties unable to consummate any
transaction contemplated by this Lease and any Lease Schedule which thereby
denies a party a material benefit contemplated by this Lease and any Lease
Schedule resulting in the unjust enrichment of the other party, the parties
shall negotiate in good faith an amendment to this Lease and any Lease Schedule
which fairly compensates the party denied the benefit.
     20.25. Riders.  In the event that any riders are attached hereto and made a
part hereof and if there is a conflict between the terms and provisions of any
rider, including any Lease Schedule and the terms and provisions herein, the
terms and provisions of the rider or Lease Schedule shall control to the extent
of such conflict.

                                                                         Page 13
<PAGE>

     20.26.  Setoffs.  The monies owed by Second Party herein shall be paid in
full when due under the terms of this Lease and any Lease Schedule without right
of setoff of any monies owed by First Party to Second Party under any other
agreement or for any other purpose.
     20.27.  Severability.  Each term, covenant, condition or provision of this
Lease and any Lease Schedule shall be viewed as separate and distinct, and in
the event that any such term, covenant, condition or provision shall be held by
a court of competent jurisdiction to be invalid, the remaining provisions shall
continue in full force and effect.
     20.28.  Subcontracting.  Second Party shall not subcontract any of its
obligations herein, or any portion thereof, without First Party's prior written
consent.  Consent by First Party to any subcontracting of Second Party's
obligations or responsibilities as set forth in this Lease and any Lease
Schedule shall not be deemed to create a contractual relationship between First
Party and the subcontracting party.
     20.29.  Suitability.  Second Party understands and acknowledges that this
Lease and any Lease Schedule, at First Party's discretion, may be subject to
Second Party and its principals completing and submitting to First Party a due
diligence compliance questionnaire (including an Authorization for the Release
of Information) and being found suitable by First Party's Compliance Committee.
Notwithstanding any other provision in this Lease and any Lease Schedule to the
contrary, First Party may terminate this Lease and any Lease Schedule without
further obligation or liability to Second Party if, in the judgment of First
Party's Compliance Committee, the relationship with Second Party or its
principals could subject First Party to disciplinary action or cause First Party
to lose or become unable to obtain or reinstate any federal, state and/or
foreign registration, license or approval material to First Party's business or
the business of any First Party subsidiary.
     20.30.  Survival of Indemnities.  All indemnities of Second Party shall
survive and continue in full force and effect for events occurring prior to the
return of the Equipment to the First Party, notwithstanding the expiration or
termination of the Term.
     20.31.  Time of Essence.  Time is of the essence of this Lease and any
Lease Schedules.  In the event the provisions of this Lease or any Lease
Schedule require any act to be done or to be taken hereunder on a date which is
a Saturday, Sunday or legal holiday, such act or action shall be deemed to have
been validly done or taken on the next succeeding day which is not a Saturday,
Sunday or legal holiday.
     20.32.  Waiver.  The failure of any party to insist, in any one or more
instances, upon performance of any of the provisions of this Lease or any Lease
Schedule or to take advantage of any of its rights hereunder shall not operate
as a waiver thereof or preclude any other or further exercise thereof or the
exercise of any other right or power.  Accordingly, the acceptance of rent by
First Party after it is due shall not be deemed to be a waiver of any breach by
Second Party of its obligations under this Lease or any Lease Schedule.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date set forth above.

LESSEE:                                  PDS:


By: /s/ Thomas K. Land                   By: /s/ Johan Finley
   ------------------------------           ------------------------------

Print Name: Thomas K. Land               Print Name: Johan Finley
           ----------------------                   ----------------------

Its: SVP & CFO                           Its: President
    -----------------------------            -----------------------------


                                                                         Page 14
</TEXT>
</DOCUMENT>
