EXHIBIT 10.17
TO HOLLYWOOD PARK, INC.'S
JUNE 30, 1996, FORM 10-Q

LICENSE AGREEMENT
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License Agreement effective as of June 27 , 1996, RADISSON HOTELS
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INTERNATIONAL, INC., a Delaware corporation, 12755 State Highway 55,
Minneapolis, Minnesota 55441 ("Licensor") and HP/COMPTON, INC.,
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a Delaware corporation, 1050 South Prairie Avenue, Inglewood, CA 90301
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("Licensee").

1. Radisson System. Licensor and its affiliates (collectively "Radisson")
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own and license a system of various types of Radisson hotels employing a
proprietary and distinctive system ("System") described in this Agreement and in
the Operating Manual, and identified by certain trademarks (the "Marks," listed
in Exhibit A). The System and Marks are subject to change periodically by
Licensor. The System and Marks as they now exist or may be changed in the future
are collectively referred to as the "Distinguishing Characteristics." Licensee
is authorized to use the Distinguishing Characteristics strictly in accordance
with this Agreement and the Operating Manual.

2. The Hotel. The "Hotel" includes the real property and all improvements
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located at 111 East Artesia Boulevard, Compton, California 90221. The
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improvements include all buildings, facilities, appurtenances, improvements,
landscaping, furniture, furnishings, fixtures, equipment and signs and all
entry, exit and parking areas. Licensee represents that it has fee title or
leasehold title for the above described site and the Hotel, without any
restrictions that would interfere with the performance of this Agreement. The
Hotel is a[(n)*] Hotel class Radisson Hotel containing 245 guest rooms. Licensee
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shall designate the Hotel as the "Radisson Crystal Park Hotel & Casino or other
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name authorized in writing by Licensor.

3. Grant and Term of License. Licensor grants Licensee and Licensee accepts
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a non-exclusive License subject to the provisions of this Agreement to operate
the Hotel using the System and identified by one of the Marks (the "License").
The License commences on the date on which the Hotel opens for business as a
Radisson Hotel. The Hotel shall open for business as a Radisson Hotel no later
than January 31,1997. The License and this Agreement expire on December 31, of
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the year in which the 20th anniversary of the opening occurs. The License
includes the right to operate the Hotel at the above described location using
the System and the name "Radisson" in the name of the Hotel; to use the
Distinguishing Characteristics to identify the services offered by Licensee at
the Hotel, and to promote and advertise the Hotel, only in the form and manner
set forth in the Operating Manual or as otherwise authorized by Licensor.

4. Development. Licensee shall design, and build, rebuild or renovate, the
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Hotel in accordance with the Project Rider attached to this Agreement as Exhibit
B. Licensee acknowledges (i) that other System licensees operate under different
forms of agreement and that the rights and duties of the parties to those
agreements may vary materially from those provided hereunder, and (ii) complete
uniformity under various market circumstances may not always be possible or
desirable and that Licensor reserves the right at its discretion to vary System
standards for various hotels based upon local conditions, law or other
circumstances, without obligation to Licensee.

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* Bracketed copy indicates strike-through.

a. Licensor acknowledges receipt of an initial, non-refundable License
Fee of $36,750. If the number of guest room units of the Hotel is increased,
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Licensee shall pay an additional fee of $150 for each rentable guest room unit
in the expansion before Licensee opens the additional units to the public.

b. For any period in which Licensee claims, holds or exercises any
rights under this License, Licensee shall pay (without invoice) to Licensor on
or before the 15th day of each following month a Continuing Franchise Fee in an
amount equal to 4% of Licensee's gross room revenue ("Gross Room Sales")
exclusive of sales tax and room tax and as gross room revenue is determined in
accordance with the "Uniform System of Accounts for Hotels" (Hotel Association
of New York City, Inc., Eighth Revised Edition, 1986) as revised periodically
(the "Uniform System").

c. For any period in which Licensee claims, holds or exercises any
rights under this License, Licensee shall pay (without invoice) to the Radisson
Marketing Association ("RMA") on or before the 15th day of each following month,
an amount equal to 3 1/2% of Licensee's Gross Room Sales (the "RMA Fee").
Licensor shall collect, manage and disburse RMA fee collections on behalf of
RMA, account for RMA funds in separate books of account, and furnish Licensee,
upon request, an annual statement of receipts and disbursements of RMA funds.

d. /1/Licensee will not cause Gross Room Sales to be reduced in order
to increase business or revenues from activities other than those which are
part of the Hotel.

e. Amounts due under this Agreement which are not paid when due shall
bear interest at the lesser of 1 1/2% per month or the maximum contract rate of
interest permitted by applicable law. Licensor may also assess a late payment
fee of up to $100 for each month/2/ [an amount*] due under this Agreement
remains delinquent to reimburse Licensor for Licensor's collection expenses,
provided however, if legal action is necessary Licensee may have to pay
additional amounts pursuant to the last subparagraph of Paragraph 12. Licensor
is relieved of any obligation to Licensee under Paragraph 6 of this Agreement
during any period that an amount due from Licensee remains delinquent/3/

6. Licensor's Services. Licensor shall:
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a. Consult with Licensee periodically on operating and marketing
issues concerning the Hotel.

b. Have the right to inspect the Hotel/4/ periodically/5/ to
determine whether the Licensee is operating and maintaining the Hotel in
compliance with this Agreement and the Operating Manual. After such inspection,
Licensor will provide Licensee a written Quality Performance Review of the
Hotel. Periodic inspections shall be for the sole purpose of protecting
Licensor's interest in the Distinguishing Characteristics and shall in no way be

/1/ Subject to Paragraph 1 of the Addendum attached hereto and made a part
hereof,
/2/ any amounts
/3/ after written notice to Licensee and passage of fifteen (15) days without
receipt of payment by Licensor, provided that so long as Licensee timely
pays all undisputed amounts, such fifteen (15) day period shall be extended
with respect to any delinquent amount as to which Licensee gives to
Licensor written notice of a good faith dispute within such fifteen (15)
days period, through resolution of the dispute.
/4/ (provided that inspection of guest rooms shall be limited to those which are
not occupied by registered guests)
/5/ on reasonable notice,

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* Bracketed copy indicates strike-through.

construed as the assumption of any duty to control day-to-day operation and
maintenance of the Hotel.

c. Provide Licensee access to the Radisson Reservation System.

d. Include the Hotel in the next and subsequent printings of
Licensor's appropriate national and regional directories and other appropriate
promotional material selected by Licensor, and in appropriate national or
regional group advertising and promotion of Radisson Hotels.

e. Solicit for the Hotel group meeting, convention, incentive, and
travel agency business through Licensor's National Sales system, where
applicable.

f. At Licensee's request, assist Licensee with its grand opening
ceremony for the Hotel and provide consultation on public relations for the
Hotel.

g. Provide orientation training at a comparable System hotel in System
procedures for the Hotel's general manager, assistant manager (if any), director
of sales and front office manager. Licensee shall pay the wages, travel, lodging
(not to exceed 50% of the "rack rate" of the designated hotel), food, and
incidental expenses for trainees.

h. Offer periodic general meetings and training in specialized fields,
at a System hotel or Licensor's headquarters. Licensee shall pay wages, travel,
lodging ([a*]/1/ 50% of the then-prevailing rack rate), food and incidental
expenses for trainees. Licensor may assess reasonable fees to recover its costs
of such meetings and training.

i. Loan to Licensee and revise periodically a System Operating Manual
covering: operating policies; architectural and construction standards; public
relations, marketing and advertising policies and standards; promotional
programs; "Yes I Can!" meetings and other matters. Licensee acknowledges that
Licensor may change System standards, specifications, and procedures and
Licensee agrees to implement any such modifications, revisions and additions
prescribed periodically by Licensor/2/

j. Aid the RMA in performing marketing, training and reservation
services in accordance with RMA's marketing plan.

k. At Licensee's request/3/ and to the extent available, furnish:

(1) Technical consulting advice in regard to: (i) front office, food
and beverage, housekeeping, telephone and other operational department
supervisory and control services; (ii) maintenance and engineering services;
(iii) accounting and claim services; (iv) personnel and labor relation services;
(v) advertising, marketing and consulting projects; and (vi) security and safety
matters. Licensee agrees to pay Licensor its then-current charges for such
services and its related travel and living expenses, for services provided at
the Hotel. Any procedures or practices recommended through such consultation
shall be subject to Licensee's approval. Licensor, in furnishing such services,
shall not have the right to or be deemed to be in exercise, control or
supervision of Licensee.

/1/ not to exceed
/2/ provided that such modifications, revisions and/or additions are also
required of and enforced with respect to similarly situated System hotels
of the class of Hotel.
/3/ at its discretion

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* Bracketed copy indicates strike-through.

(2) Programs for purchase on a pooled or group basis of various
operating supplies, equipment, signage, furniture and furnishings,
at prices and on terms established periodically by Licensor.

7. Licensee's Duties. In all matters relating to the management and operation
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of the Hotel, Licensee as an independent contractor is solely responsible for
the manner and means by which the Hotel is operated and for achieving the
various end results required by this Agreement and the Operating Manual.
Licensee shall have the sole duty and right to employ, supervise and discharge
Licensee's employees at the Hotel. Licensee shall operate the Hotel to achieve
conformity with System standards of quality and uniformity, and to do so
Licensee shall:

a. Operate the Hotel as a System Hotel, and use the Distinguishing
Characteristics only as prescribed by the Operating Manual. Licensee shall use
no other name or trademark in connection with the operation of the Hotel and
related facilities without Licensor's consent. Licensee shall discontinue any
use of any Distinguishing Characteristic which does not comply with Licensor's
requirements upon notice from Licensor.

b. Equip, furnish, operate and maintain the Hotel and related
facilities appropriate to the class of the Hotel set forth in Paragraph 2 in
accordance with this License Agreement and the Operating Manual, in conformity
with the high service, moral and ethical standards of the System, and in
compliance with the requirements of governmental authorities. Licensee shall
maintain and conduct its business in accordance with sound business and
financial practice. Licensee shall hire, discharge and set the conditions of
employment for employees at the Hotel.

c. Participate in all System advertising and marketing programs and
otherwise comply with Licensor's requirements and specifications as to services
and products to be used or offered at the Hotel, including compliance with the
requirements and specifications of the marketing programs adopted for System
hotels, including payment of all assessments adopted by the RMA related to such
programs. Such programs are subject to change by Licensor. A partial list of
programs currently in effect include those listed on Exhibit C.

d. Permit inspection of the Hotel by Licensor's representatives at
any reasonable time and provide such representatives with free room and board at
the Hotel during such inspection. If the Hotel fails any two consecutive Quality
Performance Review inspections, Licensee shall pay Licensor's travel, lodging,
meal and professional costs associated with the following inspection.

e. Pay all amounts due to Licensor or its affiliates within ten days
after invoice.

f. Advertise and promote the Hotel and related facilities on a local
or regional basis, including the use of the Radisson "800" number, solely and
strictly in accordance with standards and specifications set periodically by
Licensor, using only materials and programs authorized by Licensor or RMA.

g. Refer guests and customers, whenever possible, only to other
System hotels, and use every reasonable means to encourage use of System
hotels by the traveling public; display all brochures, promotional and other
material provided with respect to System hotels and allow advertising and
promotion only of System hotels on the Hotel premises.

h. Use the Radisson Reservation System on the terms set forth in the
Operating Manual and honor and give first priority on available rooms to
confirmed reservations referred to the Hotel through the Radisson Reservation
System.

i. Purchase and install Licensor's specified property management
system ("HARMONY") on or before January 1, 1999. For the purposes of this
Agreement, HARMONY shall be defined as the Licensor specified computer software
generally referred to as a hotel front office system as well as the Radisson
Reservation System interface and all necessary and appropriate computer
hardware, network connectivity, cabling and training in order to successfully
operate HARMONY. Prior to installing HARMONY, Licensee will purchase and use a
printer and other necessary data processing and telecommunications devices
specified by Licensor and compatible with the Radisson Reservation System.

j. Honor those credit cards designated periodically in the Operating
Manual, and enter into all necessary credit card arrangements.

k. Feature in guest rooms and public areas of the Hotel, on articles
specified in the Operating Manual, including the brochure rack, and in
advertising and promotional material, the name "Radisson" and one or more of the
Distinguishing Characteristics, strictly in accordance with the Operating Manual
as to color, form and content. Licensee shall provide a guest amenity package
prescribed by Licensor in each guest room.

l. Erect, install and maintain Radisson signage in complete working
order on the exterior of the Hotel. All such signs shall include the name
"Radisson" and other Distinguishing Characteristics as prescribed in the
Operating Manual. Licensee shall obtain Licensor's prior authorization for the
plans and specifications for exterior signs.

m. Participate in the SMART program of joint marketing as a member
of a "SMART Group" which consists of other System hotels having common
geographic, class or business orientation interests, in strict accordance with
the Operating Manual.

Upon opening for business as a Radisson Hotel and thereafter for any period
in which Licensee claims, holds or exercises any rights under this License,
Licensee shall pay to the RMA a SMART program assessment determined periodically
by Licensor or RMA, which is currently $0.50 per occupied guest room per night.
Such assessments are due (without invoice) and payable in the same manner as RMA
fees under Paragraph 5c, on or before the 15th day of each following month and
shall be collected, managed and disbursed by Licensor on behalf of RMA and
Licensee's SMART Group. Before opening for business as a Radisson Hotel,
Licensee may participate in its SMART Group upon payment of a lump sum, prorated
assessment, as established for the Hotel by Licensor or RMA.

n. Identify itself as a licensed independently owned and operated
entity with respect to the ownership and operation of the Hotel on all purchase
orders, invoices and other dealings with suppliers and persons other than
guests, to make clear that Licensee is an independent entity and Licensor has no
liability for Licensee's debts or conduct.

o. Operate the Hotel continuously throughout the term of this
Agreement, either directly or through a management company authorized by
Licensor./1/

p. Employ as general manager/2/ (and other key employees designated
by Licensor) only persons who have completed successfully Licensor's orientation
training program, at a place designated by Licensor./3/ Licensee shall employ as
general manager of the Hotel only such person(s) as Licensor approves. The
Hotel's general manager shall attend periodic meetings designated by Licensor.
Licensee shall pay an RMA assessment equal to the Hotel's pro rata share of the
cost of meals, guest speakers and trainers, media presentations and similar
items in connection with such meetings.

q. Make no major structural change or changes in the appearance of
the Hotel without Licensor's consent; rehabilitate the Hotel periodically in
accordance with the Operating Manual and periodically modernize and upgrade the
Hotel to conform with standards applicable generally to similar hotels in the
System./4/

r. Maintain the Hotel in a clean, safe, attractive and orderly
condition, and provide efficient, courteous and high-quality service to guests
and visitors in accordance with standards, specifications and procedures set
forth in the Operating Manual, including high quality food and beverage service
in accordance with the Operating Manual.

s. Participate in "Yes I Can!," or other similar employee
motivational training programs, and pay Licensor's standard program charge and
expenses assessed to System hotels.

t. Participate in the Radisson Corporate Scrip program and accept
scrip (room certificates) in payment for rooms, subject to the requirements of
the Operating Manual.

u. Promptly deliver to Licensor a copy of any notice of default
received from any mortgagee, trustee under any deed of trust, or ground lessor
with respect to the Hotel and, upon request of Licensor, provide additional
information with respect to such alleged default or any action or proceeding in
connection therewith.

v. Comply with all provisions of the Operating Manual as it exists
from time to time. If Licensor gives Licensee notice of deficiencies in a
Quality Performance Review or other notice of non-compliance with the
requirements of the Operating Manual or the License Agreement, Licensee promptly
shall take steps necessary to correct any deficiencies or non-compliance.

w. Licensee acknowledges that the information contained in the
Operating Manual is confidential and proprietary. Licensee will keep its copy of
the Operating Manual current and up to date with contents as prescribed by
Licensor. During and after the term of this Agreement, Licensee shall refrain
absolutely from disclosing to a third party or using, except to operate the

/1/ Licensor hereby approves Compton Entertainment, Inc. as management company
for the Hotel.
/2/ of the Hotel
/3/ Licensor's right to reasonably approve certain key employees of the Hotel
shall not apply to any employees of the Crystal Park Casino.
/4/ Licensor's right to reasonably withhold consent to major structural change
or changes in the appearance of the Hotel or to require rehabilitation to
the Hotel shall not apply to the Crystal Park Casino.

Hotel, any confidential or proprietary information, or trade secret owned or
disclosed to Licensee by Licensor in any form, including the contents of the
Operating Manual (past or current). Licensee shall return to Licensor or
incinerate superseded pages from the Operating Manual and related software and
return the entire Operating Manual to Licensor promptly upon termination or
expiration of this Agreement, or a transfer (as defined in Paragraph 10).

x. Licensee shall use at, and for the Hotel, and for reservations
offered by and from the Hotel to other hotels, only the Radisson Reservation
System.

y. Participate only in third party reservation systems available
through Licensor and pay all charges made in connection therewith.

z. Operate the Radisson PMS (when installed) in accordance with the
standards and procedures established by Licensor in the Standards of Service and
Operation manual.

aa. Display the Radisson License Agreement Plaque behind the front
desk in the registration area.

bb. Licensee shall post notice to Hotel employees on the employee
bulletin board, identifying the correct name of the employer of the employees
and clearly stating that neither Radisson Hotels International, Inc. nor
Radisson Hotel Corporation is the employer. Such notice shall remain posted for
the information of the employees during the entire term of this License
Agreement.

cc. Licensee shall not offer Hotel rooms or suites for sale or lease
as condominium or time share units without the prior written consent of Licensor
in its sole discretion.

dd. Have operational at the Hotel by no later than/2/ [January 1,
1997,*] a reprogrammable card key locking system on all guest room doors that
has the ability to be reprogrammed with each new guest. The locking system can
be either mechanical or electronic, preferably electronic.

8. Operating Reports; Accounting Standards. Licensee shall record
all sales and revenues and maintain records as required by the Operating Manual.
Licensee shall submit to Licensor by the 15th of each succeeding month a
statement and operating report/3/ in form and content designated periodically by
Licensor, showing amounts due to Licensor under Paragraph 5 and 7(m) for the
preceding month(s) and room revenues, occupancy data and average room rates. The
report shall be certified by either the Controller or Chief Financial Officer of
Licensee. Licensee shall supply to Licensor electronic access to Licensor
designated data stored in the Radisson PMS (when installed), including but not
limited to statistical information, revenues, guest history and reservations
information/4/

Licensee shall prepare on a current basis financial records as
required by the Operating Manual which fully and accurately reflect all aspects
of the operation of the Hotel. Such records shall be kept under the Uniform
System (defined in Paragraph 5) and shall be preserved for not less than three
years. Such records shall include books of account, tax returns, governmental
reports, register tapes, daily reports and complete monthly and annual financial
statements.

/1/ and except for information required to be disclosed by process of law and
information which is already a matter of public knowledge by virtue of
disclosure not attributable to Licensee,
/2/ the date of opening the Hotel as a Radisson
/3/ (not including the operations of the Crystal Park Casino),
/4/ for the Hotel.

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* Bracketed copy indicates strike-through.

Licensee shall deliver to Licensor as soon as available, but not later
than 90 days after the end of Licensee's fiscal year, copies of Licensee's
annual financial statements, certified at Licensee's cost by a Certified Public
Accountant. Licensor will accept the certification of Licensee's Chief Financial
Officer if certification by a Certified Public Accountant is not obtained by
Licensee in the ordinary course. During the term of this Agreement and for 3
years afterward, Licensor or its designees may inspect, copy and audit such
records and any other information required to be kept pursuant to this License
Agreement (including records of any tenant, management company or concessionaire
of Licensee) during normal business hours where the records are kept. If an
audit discloses a deficiency in any payments due hereunder, Licensee shall
immediately pay the deficiency. If the deficiency is willful or exceeds 5% of
the correct/1/ amount, Licensee shall also immediately reimburse Licensor's
entire cost of the audit, including travel, lodging, meals, reasonable
professional fees, salaries and other expenses of the auditing personnel.

Licensee will submit to Licensor as soon as available but not later than
105 days after the end of Licensee's fiscal year, a statement of Licensee's
Gross Room Sales, occupancy and average room rates for such year, certified as
correct by Licensee's Chief Financial Officer.

9. Insurance and Indemnification. Licensee shall secure and maintain a
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commercial general liability insurance policy providing coverage for personal
injury and bodily injury, property damage, products liability, liquor liability,
contractual liability and comprehensive automobile liability, with a combined
single limit of not less than $15,000,000 per occurrence, or better, or in such
other amounts or coverage as Licensor periodically may require./2/ Licensee
will name Licensor and Radisson Hotel Corporation in said policy or policies as
additional insureds, and such policy or policies shall stipulate that Licensor
shall receive 30-day written notice of cancellation or material change of the
policy. Licensee also shall secure and maintain:

a. worker's compensation insurance as prescribed by applicable law,
and employer's liability coverage with a limit of not less than $1,000,000 each
accident or disease;

b. dram shop insurance, naming Licensor and Radisson Hotel
Corporation as additional insureds with limits of not less than $10,000,000 per
occurrence;

c. fire insurance with extended coverage in replacement cost
endorsements covering the Hotel and the improvements thereon for not less than
80% of the full replacement value; and

d. insurance required under any lease, mortgage or deed of trust
covering the Hotel.

Licensee shall mail original certificates of insurance and evidence of
policy renewals 30 days before expiration to Licensor, Attention: Business
Systems Department. All policies shall be written by insurance companies having
a Best Rating of A-5 or better.

Licensee shall have all policies of insurance provide that the
insurance company will have no right of subrogation against either party hereto
or their respective agents or employees. Licensee assumes all risks in
connection with the adequacy of any insurance or self-insurance program, waives
any claim against Licensor for any liability, costs or expenses arising out of
any claim not adequately insured or self insured, in part or in full, of any
nature whatsoever.

/1/ aggregate twelve (12) month
/2/ For the purpose of required insurance coverage and the indemnification
provision contained in this Paragraph 9 only, the define term "Hotel" shall
include the Crystal Park Casino operated by Compton Entertainment, Inc. or
its successor.

Since Licensee is solely responsible for the day to day operation of
the Hotel, Licensee assumes sole and complete responsibility for and will
indemnify and hold harmless Licensor and its affiliates from all fines,
penalties, taxes,/4/ expenses, claims, causes of action, demands, losses or
damages originating in or about the Hotel or in connection with the development
or operation of the Hotel, any occurrence at the Hotel, for any act, omission or
obligation of anyone associated with Licensee or at the Hotel and for all
liability and expenses with respect to mechanic's lien claims for material or
labor in connection with the Hotel; and Licensee will reimburse Licensor and its
affiliates for any payments, including reasonable attorney's fees or expenses,
by reason of the above or by reason of attorneys' fees or expenses for pursuing
the right to indemnification granted herein. Licensee will also defend Licensor
against the same except Licensor, using its own counsel, by notice to Licensee
may control any matter in which Licensor is named or directly affected/2/. All
such indemnifications survive termination or expiration of this License
Agreement. The indemnification provided in this Paragraph does not apply to/3/
the direct consequences of Licensor's/4/ active negligence or willful
misconduct, so long as claims or demands are not asserted on the basis of
theories of vicarious liability, including but not limited to agency, apparent
agency or employment or claim of negligent failure to compel Licensee's
compliance with the provisions of the Operating Manual or this License
Agreement.

10. Transfer.
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a. For purposes of this Agreement, a "transfer" is any change in
ownership or control of Licensee's interest in (i) this Agreement or (ii)
the Hotel or, if Licensee is an entity rather than a natural person, any
change in ownership or control of Licensee, in any of the foregoing
instances whether in whole or in part, by any means or device, directly or
indirectly, including by pledge, delegation, will or management agreement,
voluntarily, involuntarily or by operation of law. For purposes of this
Agreement a transfer shall not include/5/ any transfer in which the owner(s)
of the controlling interest in Licensee ("Holders") transfer or assign part
or all of Licensee (if not a natural person), the License Agreement or the
Hotel to a corporation in which the Holders own 51% or more of the voting
stock, or a partnership in which Holder(s) are general partners, so long as
the Holder(s) remain fully liable for all of Licensee's financial and other
obligations as provided in this Agreement, and provide management for the
Hotel acceptable to Licensor.

(1) Licensor has entered into this Agreement in specific reliance
upon the personal experience, skills and managerial and financial
qualifications of Licensee (or if Licensee is an entity, Licensee's
principals) as being essential to the satisfactory conduct of the business
licensed hereunder. Consequently, Licensee (and, if Licensee is an entity,
its shareholders or owners) shall [not*] make or permit a transfer to
another person or entity (the "transferee"), [unless Licensee (or its
owner(s)) first tenders to Licensor the right of first refusal in accordance
with Paragraph 10(e) to acquire such interest, and if Licensor fails to
exercise such right,*] only with the prior written consent of Licensor and
upon payment of the transfer fee. At Licensor's absolute discretion,
Licensor may require the transferee to enter into the form of agreement then
being issued to new licensees (with the initial fee due thereunder waived).

/1/ (except income, gross receipts, sales or other similar taxes attributable to
the fees paid by the Hotel to Licensor),
/2/ , provided however, that Licensor will not exercise its right of control nor
require reimbursement of its non-internal attorney fees (if any) in such
cases, so long as Licensee is vigorously defending, is not in default under
the License Agreement and provided that Licensor has approved Licensee's
retained counsel.
/3/ liability imposed as a result of Licensee's strict compliance with the
requirements of the Operating Manual or Licensor, nor to
/4/ , Radisson Hotel Corporation's or their corporate employees
/5/ any transfer described in Paragraph 6 of the Addendum attached hereto and
made a part hereof, nor

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* Bracketed copy indicates strike-through.

(2) Licensor will not unreasonably withhold its consent to a
transfer if the proposed transfer is of all of Licensee's interest herein
and substantially all of the business operated pursuant to this Agreement
and if the proposed transferee in Licensor's opinion is qualified to
supervise personally (or otherwise furnishes satisfactory assurance of) the
continued operation of the Hotel in compliance with this Agreement, and
possesses sufficient net worth and sources of capital which meet Licensor's
standards for the business conducted hereunder. Upon Licensee's insolvency
or the filing of any petition by or against Licensee under any provisions
of any bankruptcy or insolvency law, if Licensee's legal representative,
successor, receiver or trustee desires to assume or succeed to Licensee's
interest in this Agreement or the business conducted hereunder, that person
shall first apply for Licensor's consent and satisfy the other requirements
of this Agreement as in the case of any other proposed transfer.

(3) Licensee shall apply for Licensor's consent to a transfer by
submitting Licensor's form of application, fully completed, signed by
Licensee and by the proposed transferee, and accompanied by a complete copy
of the proposed purchase or other transfer agreement signed by the parties
thereto, and payment of the transfer fee.

b. If the transferee is or includes any person or entity other than
Licensee's spouse or child or an entity which is controlled by Licensee (or
Licensee's spouse, child or principals), Licensee shall pay to Licensor as
a transfer fee a sum equal to 50% of the total initial license fee paid by
Licensee pursuant to paragraph 5a. If Licensor declines to consent to a
proposed transfer, or releases the Hotel under Paragraph 10(e) [or
exercises its right of first refusal*] it shall return to Licensee the
transfer fee, less any expenditures or disbursements made by Licensor in
direct connection with evaluating the proposed transfer. The transfer fee
is not refundable in whole or in part under any circumstances except as
expressly stated in this Agreement.

c. Licensor may condition its consent to any proposed transfer upon
the following: (i) all amounts owed by Licensee to Licensor or its
affiliates or to Licensee's suppliers or lessor(s) or upon which Licensor
(or its affiliates) has any contingent liability shall be paid in full;
(ii) Licensee shall complete at Licensee's expense such reasonable
refurbishing, modernization, repair or renovation of the Hotel facility,
fixtures, furnishings, equipment, motor vehicles, signage or grounds as
Licensor may designate to bring the Hotel into reasonable conformity with
then existing System standards; and (iii) Licensee's execution and delivery
of Licensor's form of mutual general release (excluding incurred or accrued
liabilities of Licensee and post-termination obligations of Licensee
hereunder.)

d. The transferee must attend and successfully complete Licensor's
orientation training program. If the transferee is an entity, a designated
general manager acceptable to Licensor, and each successor thereto, and
other key employees designated by Licensor, must so complete training.

e. If Licensee proposes to make a transfer (except a transfer solely
to a partnership entity controlled by Licensee's principals or to
Licensee's spouse or child or a corporation all of whose stock or other
securities are owned by Licensee, its principals or the spouse(s) or
children of Licensee's principals) in response to a bona fide offer from a
third party, [Licensee shall first offer*]

- ----------
* Bracketed copy indicates strike-through.

the transfer to Licensor as provided herein. Licensee shall apply for
consent to the proposed transfer as required by Paragraph 10(a)(3).
Licensor has 30 days from its receipt of the completed application to
[accept the offer by notice to Licensee. The acceptance shall be on the
same price and terms stated in the third party offer except that Licensor
may confer with Licensee and the proposed transferee and negotiate the
terms of the proposed transfer without thereby impairing the right of first
refusal, and Licensor may substitute cash in the fair market value of non-
cash consideration offered by the third party. If Licensor fails to accept
the offer within the 30-day period and has*] consent[ed*] to the transfer[,
Licensee may for 60 days after such period effect the transfer described in
the application delivered to Licensor; but Licensee shall make no other or
subsequent transfer without first offering the same to Licensor in
accordance with this Paragraph.*] Within the 30-day period, [in lieu of
accepting the offer,*] Licensor may instead give Licensee notice of its
election to cancel this Agreement and release the Hotel from the License
granted hereunder and enable Licensee to effect the transfer of the Hotel
but not the License, free of any further obligation to Licensor apart from
Paragraphs 7(w), 9 and the de-identification obligations of Paragraph 12
hereof and payment of all sums incurred or owing to Licensor. Cancellation
will be effective on closing of the transfer without penalty or damages
related to early termination. Failure to elect cancellation within the 30-
day period shall be deemed consent, subject to compliance with Paragraphs
10(c)(i) and (iii) and 10(d) hereof.

f. Licensee shall keep Licensor fully informed at all times of the
identities and percentage interest of each direct or indirect owner, legal
and beneficial, of a 5% or greater equity interest in Licensee.

g. Licensor may effect a transfer of Licensor's interest in the
License Agreement by notice to Licensee./1/

h. Publicly-traded securities of Licensee that have been previously
registered under federal securities laws may be transferred without
Licensor's consent if (i) the transferor owns less than 25% of such
securities before the transfer, (ii) the transferee will own less than 25%
of such securities after transfer, and (iii) the transfer is exempt from
registration under federal securities laws. Licensee must apply for
Licensor's consent before making a public offering or private placement of
any debt or equity securities in Licensee, and Licensee will pay Licensor,
upon application for consent, a non-refundable fee/2/ [of*] $10,000.
Licensee, the underwriters and all participants in the registration must
fully indemnify Licensor with respect to the registration; make clear in any
offering material that Licensor is not participating in or endorsing the
offering, and use Radisson's name or Distinguishing Characteristics only as
directed by Licensor.

11. Third Party Operators. The engagement of third party operators of the
---------------------
Hotel's restaurants, cocktail lounges or other supplementary departments/3/
whether through leases, management agreements or otherwise, shall be subject to
Licensor's prior written approval. In addition, whether by inclusion of
appropriate provisions in applicable documents or otherwise, Licensee shall
require all third party operators of the referenced operations and retail shops
and other facilities open to the public to operate and maintain them in the same
manner as Licensee would be required if Licensee were operating them directly.

/1/ See Page 11a at (i)
/2/ See Page 11a at (ii)
/3/ See Page 11a at (iii)

- ----------
* Bracketed copy indicates strike-through.

12. Default. The following events constitute a default and good cause for
-------
Licensor to terminate the License and this Agreement:

a. Licensee becomes insolvent, or is adjudicated bankrupt, or
files a voluntary petition or pleading under the Federal Bankruptcy Code
or under any other state or federal bankruptcy or insolvency laws, or an
involuntary petition is filed with respect to Licensee under the Code or
any such laws, or a permanent or temporary conservator, receiver or
trustee for the Hotel or all or substantially all of Licensee's property
is appointed by any court, or Licensee makes an assignment for the benefit
of creditors or makes a written statement to the effect that Licensee is
unable to pay its debts as they become due, or a levy, execution, or
attachment is issued against all or part of the Hotel and/1/ is not
released,/2/ stayed or satisfied within/3/ [15*] days, or a final judgment
against Licensee remains unsatisfied for/3/ [30*] days or longer without
being discharged, vacated, reversed or stayed.

b. Except as provided in Paragraph 13, Licensee ceases to operate
the Hotel, ceases to operate the Hotel as part of the System, defaults
under any lease or sublease of the Hotel, or loses possession or the right
to possession of all or a significant part of the Hotel through sale or
otherwise.

c. A transfer occurs [or is attempted*] in violation of Paragraph 10
hereof.

d. Licensee or an officer, director, partner or principal
shareholder of Licensee is convicted of a felony or other crime of moral
turpitude likely to adversely affect or reflect upon the Hotel or the
parties or to impair the goodwill associated with the Distinguishing
Characteristics.

e. Licensee breaches or fails to comply with this License Agreement
or the requirements of the Operating Manual, and Licensee fails to cure
such breach or non-compliance within 30 days after notice from Licensor
specifying the breach.

Upon termination or expiration of this Agreement, Licensee immediately
shall cease all use of the System and the Distinguishing Characteristics.
Licensee shall make physical changes to the Hotel to remove the Distinguishing
Characteristics and to preclude a likelihood of confusion by the public as to
the status or affiliation of the Hotel, including removal of all signs
containing the word "Radisson" or any Radisson logo or mark. Licensee authorizes
Licensor to enter the premises of the Hotel to make such changes, at Licensee's
expense, if Licensee fails to complete the changes within 30 days after
termination or expiration.

Upon termination (but not expiration) of this Agreement/4/ Licensee will
immediately pay Licensor upon receipt of a statement or statements from Licensor
an amount equal to all actual and consequential damages to Licensor resulting
from such premature termination of this Agreement./5/

/1/ any of the above described events
/2/ discharged,
/3/ sixty (60)
/4/ for a default specified in subparagraphs a., b., c. or e. (but not d.) of
this Section 12,
/5/ For purposes of determining the foregoing, only such damages as are the
natural and proximate consequences, and not the remote consequences, of the
termination of the License Agreement shall be considered and, specifically
there shall not be included damages (if any) to Licensor relating to, or
arising out of loss of business opportunity (including, without limitation,
any loss of market position within a geographic territory); loss of future
profits (except the then present value of foregone franchise fees); or
(except for claims related to slander or libel) injury to its financial or
business reputation.

- ----------
* Bracketed copy indicates strike-through.

In addition to any other remedies Licensor may have, upon any of the events
of default by Licensee as set forth in (a) through (e) above, Licensor may, upon
fourteen (14) days written notice to Licensee, suspend the services of the
reservation system of the RMA until the default is cured by Licensee.

Licensee/1/ will pay all costs, expenses and reasonable attorneys' fees
incurred by/2/ Licensor in enforcing the terms and conditions of this Agreement.

13. Condemnation or Casualty. If the Hotel or a substantial part
------------------------
thereof is taken by eminent domain, Licensee ceases to operate the Hotel, and
Licensee is otherwise in good standing under the License, Licensee may transfer
the License to a new hotel at a location selected by Licensee (subject to the
consent of Licensor) for the remainder of the term of this Agreement. Licensor
will respond to Licensee's application for such new location within six months
of the taking, and the new hotel, constructed in accordance with Licensor's
then-current specifications, must open for business within two years of the
closing.

If the Hotel is damaged or destroyed by fire or other casualty,
Licensee will promptly repair the damage (in accordance with Licensor's then-
current standards). If the casualty requires closing the Hotel, Licensee shall,
within 45 days of such closing, provide Licensor with written notice of
Licensee's election to either (i) repair the damage and reopen the Hotel, or
(ii) terminate the License Agreement without liability for damages related to
premature termination. If Licensee elects to terminate, all fees and other
amounts due or incurred through the cessation of operation shall be paid at the
time notice of the election is given, and Licensee shall comply with all other
post termination obligations. If, within 2 years of Licensee's election to
terminate pursuant to (ii) above, Licensee decides to [relocate*] or repair and
reopen the Hotel, this License Agreement shall be deemed to have been terminated
for default, with consequent liability of Licensee to Licensor for consequential
damages, unless Licensor and Licensee mutually agree to the reinstatement of
this License Agreement. If Licensee elects to repair and reopen pursuant to (i)
above, Licensee will, within six months after closing commence reconstruction of
the Hotel upon the premises or a new location selected by Licensee subject to
Licensor's consent. In either event, the renovation or reconstruction is subject
to the consent of Licensor as to design and construction standards in accordance
with Licensor's standard Project Rider and the Hotel must reopen for business
within two years after closing.

Closing of the Hotel due to condemnation or casualty does not extend
the term of the License.

14. Rights to the System. Licensee acknowledges and will not contest
--------------------
Licensor's right, title and interest to the Distinguishing Characteristics or
the goodwill derived from them. Licensee disclaims any right or interest in the
Distinguishing Characteristics beyond the qualified License granted herein. All
present and future Distinguishing Characteristics, improvements and additions to
or associated with the System by Licensor or others, shall be Licensor's
property and inure to its benefit, and Licensee shall not use or permit others
to use any of the same without Licensor's written consent. Licensee shall not
use the name "Radisson" or another element of the Distinguishing Characteristics
in or as its corporate or trade name, but shall file appropriate notices
required under an applicable fictitious or assumed name law.

Licensor has the sole right to manage and resolve disputes with third
parties concerning the System and the Distinguishing Characteristics. Licensee
will not advertise or permit the advertising of any other hotel that is not part
of the System on the Hotel premises and agrees not to promote, without the
consent of Licensor, the Hotel in conjunction with other non-System hotels or
motels in which Licensee or its affiliates have any interest.

/1/ The non-prevailing party
/2/ the prevailing party

- ----------
* Bracketed copy indicates strike-through.

15. Relationship of Parties; Interference with Others. Licensor retains
--------------------------------------------------
the right to regulate Licensee's conduct only to the extent necessary to protect
Licensor's interest in the Distinguishing Characteristics through promotion of
standardization, uniformity of service, and public goodwill for the benefit of
both contracting parties. The power to regulate the day-to-day operation of the
Hotel, including daily maintenance, safety concerns, working conditions and
personnel matters are vested solely and exclusively in Licensee. Licensee is an
independent contractor. Neither party is the agent, legal representative,
partner, subsidiary, joint venturer or employee of the other. Neither party
shall obligate the other or represent any right to do so. This Agreement does
not reflect or create a fiduciary relationship or a relationship of special
trust and confidence. Licensor's consent, authorization or approval of any
matter hereunder is a permission only and not a representation, warranty or
assurance. Approvals, consents and authorizations by Licensor will not be
unreasonably withheld or delayed unless specifically stated otherwise, but will
not be effective unless in writing and duly executed on behalf of Licensor,
unless specifically stated otherwise.

[Licensee shall not solicit or employ any person who is employed by
Licensor or another System licensee.*] Neither party will interfere with
contractual relations of the other.

16. Miscellaneous Provisions. Paragraph headings are for convenience and
------------------------
do not limit or qualify the terms of this Agreement. Terms used in any number or
gender include any other number or gender where appropriate./1/

This License Agreement and other documents pertaining to the Hotel
executed concurrently herewith collectively constitute the entire agreement
between the parties and supersede all prior representations, agreements or
understandings with respect to the Hotel. Failure to require strict performance
or to exercise any right or remedy contained herein will not preclude any future
requirement of strict performance or the exercise of such right or remedy or any
other right or remedy. Any right or remedy contained herein is cumulative to
other rights or remedies available pursuant to this Agreement, at law or in
equity. No change in this License Agreement will be valid unless signed in
writing by both parties.

Notices to be effective must be in writing, signed, and either delivered
personally, sent by overnight express, courier, telecopier, other expedited mail
service or by certified mail, postage prepaid, addressed to the appropriate
party at its address first stated above or to such other address as either party
may from time to time designate in writing to the other. Notices are effective
when delivered personally or telecopied, or two business days after being sent
by other means authorized above.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first stated above.

LICENSOR: LICENSEE:

RADISSON HOTELS INTERNATIONAL, INC. ------------------------------------
------------------------------------

By: /s/ T. Peter Blyth By: /s/ G. Michael Finnigan
---------------------------- -------------------------------
Print Name: T. Peter Blyth Print Name: G. Michael Finnigan
-------------------- ------------------------
Its: President-Development Division Its: President, Sports and
------------------------------ Entertainment, CFO
------------------------------

/1/ The laws of the state of California shall govern this Agreement.

- ----------
* Bracketed copy indicates strike-through.

EXHIBIT A
TO
LICENSE AGREEMENT

Licensor hereby grants to Licensee and Licensee hereby accepts a non-
exclusive license, subject to the terms and conditions of this License
Agreement, to use the following trademarks and service marks as appropriate for
Licensee's Hotel:

1. RADISSON
2. RADISSON & DESIGN
3. Flaming "R"
4. Flaming "R" with Circle
5. The Radisson Inn
6. Radisson Adventure
7. Radisson Plaza
8. Radisson Plaza Club
9. Radisson Assured Tour
10. Yes I Can!
11. Radisson Hotels Worldwide
12. Radisson Hotels International
13. Worldwide World Class
14. The Radisson Suite Hotels
15. Radisson Adventure Weekend
16. Radisson 800
17. Napolizza
18. Catering to Success
19. Bolero's
20. We Cover the World
21. A Welcome Change
22. Why Get a Room, When You Can Get a Radisson
23. SMART
24. The Big Name in Small Meetings
25. Worldwide Hospitality Program Corporate Savings Executive Comfort and
Design
26. Shades of Summer
27. When You've Seen One Radisson, You've Seen One
28. BARS
29. Look to Book
30. Look to Book & Design
31. This Must Be The Place
32. Harmony

LICENSOR: LICENSEE:

RADISSON HOTELS INTERNATIONAL, INC. HP/COMPTON, INC.
------------------------------------
------------------------------------

EXHIBIT B
PROJECT RIDER TO
LICENSE AGREEMENT

1. General. Licensee shall design and build, renovate, rebuild or
-------
substantially alter the Hotel, (the "Project") in accordance with Licensor's
requirements as set forth in the License Agreement, this Rider and any Exhibits
or Addenda thereto, the Operating Manual, approved Plans and other System
information issued by Licensor in the ordinary course of business ("Licensor's
Requirements").

2. Cooperation. Licensee will cooperate with Licensor in the exchange of all
-----------
information regarding the Project and will ensure the cooperation of others
under its direction or control. [At Licensor's request, Licensee and such others
engaged by Licensee on the Project as Licensor may reasonably request, will
attend a Project meeting at Licensor's offices in Minneapolis, Minnesota.*]

[3. Design and Construction Services. The engagement of the architect,
--------------------------------
engineer, contractor and other design and construction professionals by Licensee
for the Project after the execution of this Rider is subject to Licensor's
approval. Prior to their engagement, Licensee shall furnish Licensor with
information in such detail as will enable Licensor to evaluate their
qualifications and capabilities. If Licensor does not object to their
engagement within thirty (30) days of the receipt of that information, or such
other information as Licensor may reasonably request, their engagement shall be
deemed approved.*]

4. Approval of Plans. Before starting the Project, Licensee shall submit
-----------------
proposed preliminary and final plans, specifications, scheme boards and drawings
for the Project, including proposed equipment, furnishings, facilities,
landscaping, and signs with such detail and containing such information as
Licensor may reasonably request (the "Plans"), for Licensor's consent. Licensee
shall not begin the Project unless and until Licensor gives its consent to the
Plans. Thereafter, Licensee shall make no/1/ change to the Plans without
Licensor's consent. Licensee shall cause the Hotel to be constructed or
renovated/2/ according to the Plans as consented to by Licensor.

5. Scheduling. Licensee shall begin the Project on or before/3/ [ ,
----------
19 *,] by excavation for footings in the case of new construction or major
reconstruction, or initiation of removal of prior fixtures, equipment and decor
in the case of rehabilitation. Once the Project has begun, Licensee shall
diligently pursue the Project to completion (subject to delay due to unforeseen
causes beyond Licensee's control, but not to exceed the limit set forth below).
Irrespective of any intervening delays, Licensee shall bring the Project to
completion with the Hotel furnished, equipped and otherwise ready to open for
business in accordance with the License Agreement not later than January 31,
----------
1997.
- ----

6. Inspection; Cooperation. Licensor shall have access to the Hotel and the
-----------------------
Project at all reasonable times/4/ to determine whether the Project is
proceeding on schedule and in accordance with the approved Plans and for any
other purpose reasonably related to the exercise of its rights and obligations.
Licensee shall cooperate fully, and require others involved in the Project to
cooperate fully, with Licensor in the exercise of Licensor's rights and
obligations hereunder.

7. Acquisition of Equipment, Furnishings and Supplies. Licensee shall acquire
--------------------------------------------------
and install all fixtures, equipment, furnishings, furniture, signs and related
equipment, supplies, landscaping, and other items

/1/ material
/2/ substantially
/3/ the date of execution of the License Agreement,
/4/ and on reasonable notice to Licensee

- ----------
* Bracketed copy indicates strike-through.

required by the Plans, the License Agreement and the Operating Manual, and such
other equipment, furnishings and supplies as may be necessary in order to
prepare the Hotel to open for business in accordance with the License Agreement.

8. Opening the Hotel; Prior Consent. Licensee shall not open the Hotel for
--------------------------------
business as a System Hotel unless: (a) Licensor has accepted in writing (i)
completion of the Project or, if applicable, all pre-opening requirements of any
Exhibit attached hereto, in accordance with the Plans, and (ii) the installation
of all equipment, furniture, furnishings, signs and related equipment, supplies,
landscaping, and other items as required by paragraph 7: (b) Licensee executes
and delivers to Licensor the License Agreement and related documents; and (c)
Licensee pays all amounts due Licensor and its affiliates. Licensee shall give
Licensor written notice that, in Licensee's opinion, Licensee has complied with
all of the terms and conditions of the License Agreement, the Operating Manual
and the Plans, and the Hotel is ready to open for business as a System hotel.
Licensor shall [use its best efforts*] within 15 days after receipt of such
notice to inspect the Hotel and to determine whether to [issue this License
Agreement, or if the License Agreement has previously been issued, to*]
authorize opening the Hotel for business as a System hotel[, but Licensor shall
not be liable for delays or loss occasioned by Licensor's inability to complete
its investigation and to make such determination within said 15 days.*]/1/

9. Cost of Project. Licensee shall bear the entire cost of the Project,
---------------
including the Plans, professional fees, licenses and permits, equipment,
furniture, furnishings and supplies.

10. Limitation on Licensor Liability. Licensee acknowledges that Licensor's
--------------------------------
right to inspect, review and approve the Project and the Plans are exercised
primarily to determine their compliance with Licensor's Requirements relating to
operational considerations and aesthetic aspects of the Project such as
architectural and interior design, landscaping, color schemes, sizes, finishes
and materials. Notwithstanding the right of Licensor to consent to or authorize
the Plans, the architect, engineer, contractor and other design and construction
professionals and to inspect and accept the construction or renovation work at
the Hotel, Licensor's review and consent or approval of all or any part of the
Project is a permission only, and not an assurance, representation or warranty
of the qualifications, capabilities, suitability, adequacy, legality or
performance of any persons, design, item, or system, even though the Plans and
Licensor's inspections and consent may relate to architectural, engineering,
safety, code compliance or other matters. Licensor is not responsible for
reviewing nor shall its review or consent to any plan or design be deemed
approval of any plan or design from the standpoint of structural safety or
conformance with building or other codes. Licensor shall have no liability or
obligation to Licensee, the architect, engineer, contractor, subcontractors,
suppliers or third parties with respect to construction or renovation of the
Hotel, Licensor's rights being reserved and exercised solely for the purpose of
assuring itself of Licensee's compliance with the terms and conditions of this
License Agreement insofar as they relate to conformity to System standards.

Dated: June 27, 1996
----- ----------------

LICENSOR: LICENSEE:

RADISSON HOTELS INTERNATIONAL, INC. HP/COMPTON, INC.
------------------------------------
------------------------------------

/1/ Failure of Licensor to complete its investigation within said fifteen (15)
days shall be deemed approval of all that portion of the Project as to which
Licensor has not notified Licensee of deficiencies.

- ----------
* Bracketed copy indicates strike-through.

Its: President-Development Division Its: President, Sports and
------------------------------ Entertainment, CFO
------------------------------

EXHIBIT C

Frequent Flyer Program

Worldwide Hospitality Program (WHP)

Yes I Can Meetings

SMART regional marketing

Book Another Radisson Today (BART)

CARLSON VOYAGEUR

Esprit Employee Magazine

Radisson Adventure Package Plans

Travel Agent No Show Card

Domestic Voucher Program

Shades of Summer

Bed and Breakfast Breakaways

Look to Book Travel Agent Program

"Winning Edge" Sales Training Program

"Yes I Can!" Training Program

Business Class

Family Magic

(i) If such transfer is to a transferee who does not continue to operate the
System under the name "Radisson" and in a manner comparable to the way the
System was operate prior to such transfer, License may terminate this
License Agreement upon ninety (90) days written notice given not later than
the expiration of one (1) year after the date of such transfer, without
payment to Licensor or its transferee of any penalty or damages related to
breach on account of such termination, on compliance with the other
conditions set forth at Addendum Paragraph 4.

(ii) equal to the lesser of Licensor's directly related professional costs for
review of the offering or placement, or

(iii) by entities other than Compton Entertainment, Inc.

11a

EXHIBIT 1 TO PROJECT RIDER
FOR
RADISSON CRYSTAL PARK HOTEL & CASINO
COMPTON, CALIFORNIA

1. The following product improvements must be completed before the Hotel opens
as a "Radisson" or comes on-line with the Radisson Reservation System:

(a) Obtain a signage survey, submit signage Plans and Specifications in
accordance with the terms of the License Agreement, the Standards of
Advertising Graphics Manual and the Operating Manual, for Licensor's
approval and execute a purchase order (with copy to Licensor) for said
signage. Licensee shall also provide temporary exterior signage and all
interior signage in accordance with the terms of the License Agreement, the
Standards of Advertising Graphics Manual and the Operating Manual.
Permanent exterior signage shall be installed not later than ninety (90)
days after execution of the License Agreement;

(b) Purchase and install Harmony, as specified in Paragraph 7.i. of the License
Agreement or install a printer compatible with the Radisson Reservation
System; purchase and install a brochure rack in accordance with Licensor's
specifications; purchase start-up supplies and assure the completion of all
initial orientation and "on-line" check list items.

Purchase of start-up supplies will require Licensee to provide Licensor, in
advance, with a check for $4,550

(c) Furnish Licensor with all necessary certificates of insurance as provided
by the License Agreement and Operating Manual;

(d) Purchase and install all necessary "Radisson" amenities required by the
Operating Manual;

2. Before the Hotel opens as a "Radisson") or comes on-line with the Radisson
Reservation System, License shall also complete the renovation project
currently in process, in accordance with the architectural plans which
Licensor reviewed and approved on or about May 29, 1996. Interior design
plans and the specifications for furniture, fixtures and equipment shall be
submitted to Licensor for approval prior to purchase or installation of the
same, and Licensee shall complete the renovation in accordance with
Licensor's approvals, with the following additions:

(a) Guestrooms:
----------
(1) Provide activity table suitable for room service;
(2) Provide floor lamp to be used in conjunction with activity table;
(3) Replace entry light with more decorative light;
(4) Provide artwork on bathroom wall in place of artwork above bed;
(5) Provide base switches on all lamps;
(6) Utilize carpet with color which will conceal cigarette burns; and

(b) Guest Bath:
----------
(1) Provide marble threshold at bathroom entry:
(2) Install towel shelf on tub wall opposite controls and a towel bar at
vanity;
(3) Provide a piece of artwork above toilet;
(4) Change light lens above vanity to an eggcrate type;
(5) Reduce height of vanity apron by at least 4", preferably 8".

This Product Improvement Plan does not intend to address issues related to the
Americans with Disabilities Act. It is the responsibility of ownership and
management to contact the appropriate professionals for their review and
recommendations and take all actions necessary to ensure that the property is in
compliance with the Americans with Disabilities Act.

ADDENDUM TO LICENSE AGREEMENT
FOR
RADISSON CRYSTAL PARK HOTEL & CASINO
COMPTON, CALIFORNIA

This Addendum to the License Agreement between Radisson Hotels
International, Inc. ("Licensor") and HP/Compton, Inc. ("Licensee") is dated and
effective June 27, 1996.

1. Notwithstanding anything in the foregoing License Agreement to the
contrary, Licensee, as a promotional offer, or otherwise, shall have the right
to grant discounted or complimentary room rates to patrons of the Crystal Park
Casino, provided that Licensee shall include the "Casino Room Night Rate", as
hereafter defined, in Licensee's reports of Gross Room Sales to Licensor.
During Agreement Year 1 (defined as any partial calendar month and the first
twelve (12) calendar months after opening as a "Radisson"), the Casino Room
Night Rate shall be the greater of the sum of $25.00 per room night or the
discounted room rate paid for each

such discounted or complimentary room night. During subsequent Agreement Years
(defined as the successive twelve (12) month calendar periods following
Agreement Year 1), the minimum rate of $25.00 will increase at the rate of five
percent (5%) per Agreement Year beginning on the first day of each subsequent
Agreement Year following Agreement Year 1, and the Casino Room Night Rate for
each such Agreement Year will be the greater of the discounted room rate paid or
the then applicable minimum rate, for each such discounted or complimentary room
night.

2. Licensor agrees to reimburse or cause the RMA to reimburse Licensee for
Qualified Advertising expenses incurred during Agreement Year 1 in an amount not
to exceed fifty thousand dollars ($50,000), to the extent that Licensee complies
with the requirements of the RMA Local Qualified Advertising Reimbursement
Program (the "Program") in effect at the time the expenditures are made. A copy
of the current Program is attached hereto as Exhibit D and made a part hereof.

Such reimbursement shall be given in the form of a credit memo applied to
Licensee's account payable to Licensor, only after:

(a) The full 3.50% RMA Fee has been paid as and when due; and

(b) Licensor has examined and approved the advertising and proof of
payment therefore which Licensee submits in accordance with Program
requirements.

Any entitlement to reimbursement of the RMA Fee will be suspended if Licensee
fails to comply with the provisions hereof, is in default of the License
Agreement, or if a condition exists which would be a default if notice were
given.

3. Notwithstanding the provisions of Exhibit D to the contrary:

(a) The actual initial cost of first purchase and installation of exterior
Hotel signage will qualify for the reimbursement granted in Paragraph
2 of this Addendum, upon completion of installation in accordance with
Plans and Specifications approved by Licensor. Licensee shall submit
to Licensor either (i) documentary proof of payment in cash for
purchase and installation of such permanent exterior signage, with
copies of the purchase and installation agreement, or (ii) a copy of a
lease for such permanent exterior signage, together with copies of the
canceled checks evidencing payment pursuant to the lease; and

(b) The actual initial cost to Licensee for first production and printing
of the Rack Brochure, Meeting Brochure and similar marketing
collateral paper goods for the Radisson Crystal Park Hotel & Casino
which prominently references or displays

the Radisson 800# in compliance with Licensor's specifications and
Licensor's prior written approval shall also qualify for the
reimbursement granted in Paragraph 2 of this Addendum on submission of
proof of payment.

4. Notwithstanding any provision of the foregoing License Agreement or of the
Operating Manual to the contrary, so long as HP/Compton, Inc. or an entity
referred to in Paragraph 6 of this Addendum is the Licensee, Licensee shall have
the right to:

(a) refer the traveling public guests and customers of the Hotel or the
Crystal Park Casino to other hotel/casino operations owned or operated
by Licensee or Compton Entertainment, Inc. ("CEI") which are not
affiliated with another franchise system; and

(b) display in the lobby and guestrooms of the Hotel (but not in the
Radisson Brochure Rack) a hotel brochure which lists all of the
hotel/casino operations in which Licensee or any entity referred to in
Paragraph 6 of this Addendum holds an equity interest;

(c) conduct marketing promotions and advertising campaigns which cross
promote the Hotel and its casino operations with other hotel/casino
operations owned or operated by Licensee or CEI which are not
affiliated with another franchise system; and

(d) display in the lobby a separate brochure rack containing brochures
describing other hotel/casino operations owned or operated by Licensee
or CEI which are not affiliated with another franchise system.

Any advertising or marketing materials referenced above which include the
Hotel or any of the Licensor's Marks shall comply with Licensor's standards of
advertising graphics with respect thereto. Licensee acknowledges and agrees that
no advertising or marketing materials referenced above shall in any event be
eligible for the Qualified Advertising Reimbursement established at Paragraph 2
of this Addendum.

5. Notwithstanding the provisions of the foregoing License Agreement, Licensee
shall have three (3) options to terminate this License Agreement, without
payment of a termination fee or damages related to early termination
("Termination Windows"). Such Termination Windows shall commence on the last
day of Agreement Years three (3), five (5) and ten (10) and shall each continue
for sixty (60) days. The License Agreement may be terminated by Licensee in
conjunction with any such Termination Window upon compliance with the following
conditions:

(a) Not less than sixty (60) days prior written notice to Licensor setting
forth the termination date, received within a Termination Window;

(b) Payment by Licensee of all obligations incurred or accrued under the
License Agreement through the effective date of termination; and

(c) Compliance with Licensor's other reasonable requirements related to
termination, such as cessation of the use of the Radisson(R) name, logo
or any Radisson Mark in connection with the operation of the Hotel or any
advertising and directory listings in any manner; removal of exterior and
interior signage; cessation of use of operating supplies and amenities
which bear the Radisson Name, logo or Marks; reaffirmance of the survival
of Paragraph 9 of the License Agreement and reasonable restrictions
regarding publication of notice of the termination to the media.

Licensee and Licensor shall enter into a Termination Agreement which
addresses Licensee's payment obligations and Licensor's reasonable requirements
related to termination as set forth in (b) and (c) above.

6. Notwithstanding anything in the foregoing License Agreement to the
contrary, the Licensee and the shareholders or other equity owners of the
Licensee may make the following transfers upon notification to, but without the
consent of, or payment of a transfer fee to, Licensor:

(a) A transfer by Licensee of the Hotel and of Licensee's rights and
obligations under this Agreement to a limited liability company composed
of Licensee, DeBartolo Entertainment and Leo Chu (or an entity formed by
him to hold his ownership interest in such limited liability company)
(the"LLC");

(b) A transfer by a member of the LLC of its or his interest in the LLC to
any other member of the LLC;

(d) A transfer of an equity interest in Licensee or the LLC to CEI;

(e) A transfer of the Hotel and of Licensee's rights and obligations under
this Agreement to CEI pursuant to the exercise by CEI of an option to
purchase the Hotel.

As of the effective date of any approved transfer of the Hotel and of
Licensee's rights and obligations under this Agreement (including any

transfers approved in this Paragraph 5), the term "Licensee" whenever used in
this License Agreement shall thereafter include and refer to such transferee.

7. Licensor has approved CEI as the management company for the Hotel and
acknowledges that Licensee intends to have CEI manage all operations of the
Hotel and of the Crystal Park Casino. Accordingly, Licensor agrees that all
responsibilities of Licensee hereunder may be discharged and performed by CEI or
CEI's officers and employees as agents of Licensee, including but not limited to
the delivery and certification by CEI's officers of financial statements and
operating reports for the Hotel. Notwithstanding the foregoing, Licensee shall
assure that Licensor's operating standards, policies and procedures falling
within CEI's scope of authority and within its control will be maintained in
compliance with the standards set forth in the terms and provisions of the
License Agreement, and Licensee will not withhold or delay any approval or
consent which must be given or authorized by Licensee in order to enable CEI to
fulfill such obligations.

8. Notwithstanding anything in the License Agreement to the contrary, if
Licensor establishes or implements restrictions or requirements upon the System
or upon Licensee's operations at the Hotel which Licensee can prove, to
Licensor's reasonable satisfaction, will jeopardize the gaming license for the
Crystal Park Casino, Licensor will cooperate in good faith with Licensee to
limit or waive such restrictions or requirements so as to rectify the problem,
if permitted by law. If such course of action is not permitted by applicable
law, Licensee shall have the right to terminate the License Agreement, without
payment of a termination fee or damages related to early termination, upon sixty
(60) days prior written notice and compliance with the provisions of Paragraph 5
(b) and (c) of this Addendum.

RADISSON HOTELS INTERNATIONAL, INC. HP/COMPTON, INC.
------------------------------------
------------------------------------

RADISSON HOTEL CORPORATION Submitted By
ADVERTISING EXPENDITURE REPORT From Radisson
For Month/Year of
----------------
For Corp. Use

Promotion DESCRIPTION OF PROMOTION MEDIA DATES AMOUNT OF EXPENDITURE
Number (subject, size, offering (Name of the Newspaper, Magazine, Station) of placement (Attach invoice)
Attach tearsheet, scrip, photo, videotape,
cassette

- --------------------------------------------------------------------------------------------------------------------------------
1
- --------------------------------------------------------------------------------------------------------------------------------
2
- --------------------------------------------------------------------------------------------------------------------------------
3
- --------------------------------------------------------------------------------------------------------------------------------
4
- --------------------------------------------------------------------------------------------------------------------------------
5
- --------------------------------------------------------------------------------------------------------------------------------
6
- --------------------------------------------------------------------------------------------------------------------------------
Total $

(For corporate use only)
TOTAL APPROVED FOR AD CREDIT TOTAL$

INSTRUCTIONS FOR ATTACHING DOCUMENTATION
1) Attach a copy of the invoice for each eligible promotion.

2) Attach a copy of each promotion. Number each promotion in the lower right-
hand corner of the invoice copy, as well as tearsheets, etc., to correspond
to the numbers above (ie: Promotion 1, Promotion 2, etc.). In the case of
broadcast promotions include a copy of the Invoice, Affidavit of
performance, and a cassette or a script of the commercial. For outdoor
advertising, submit photo of the outdoor paint and/or poster billboard.

3) If multiple expenses are on the invoice, circle the specific amount that
applies to the promotion.
4) Attach this cover report to all documentation and submit to Radisson Hotel
Corporation.

RADISSON HOTEL CORPORATION
ADVERTISING EXPENDITURE REPORT

INSTRUCTIONS FOR ATTACHING DOCUMENTATION

1. Please fill in hotel name and complete name of person submitting report. A
memo will then be sent to this person detailing total credit the hotel will
receive, along with explicit reasons some expenditures were not approved.

2. Attach a copy of the invoice for each eligible promotion. If multiple
expenses are on the invoice, circle the specific amount that applies to the
promotion. We must have a copy of an invoice not a pre-pay statement,
purchase order or proposal. If an invoice was not received, please submit a
copy of your canceled check with a copy of the proposal.

3. Attach a copy of each promotion. Number each promotion in the lower right-
hand corner of the invoice copy, as well as tearsheets, etc., to correspond
to the numbers as listed on the Advertising Expenditure Report (i.e.:
Promotion 1, Promotion 2, etc.). In the case of broadcast promotions
include a copy of the invoice, Affidavit of Performance, and a cassette or
a script of the commercial. For outdoor advertising, submit photo of the
outdoor paint and/or poster billboard. Billboard and airport diorama photos
need only to be sent once and we will keep them on file.

4. REMEMBER: WE MUST HAVE A ACTUAL TEARSHEET FOR EACH AD PLACED EVEN IF THE
--------------
SAME AD HAS RUN ON MULTIPLE DATES. Please do not cut the ad out; rather,
send the whole tearsheet so we can verify date and publication.

5. REMEMBER: ALL ADVERTISING MUST BE IN THE PROPER RADISSON FORMAT AND
------
INCLUDE THE 800# TO BE ELIGIBLE FOR ADVERTISING REIMBURSEMENT.

6. Trade out barter is reimbursed at 30% of the tradeout retail value.

7. If a submission has not been approved because of a missing invoice or
tearsheet, please resubmit tearsheet and/or copy of invoice along with copy
of original expenditure report detailing reason not previously approved.

8. Attach this cover report to all documentation and submit to: Radisson Hotel
Corporation, Attention: Alice Anderson, Director Marketing Resources,
Carlson Parkway, P.O. Box 59159, Minneapolis, MN 55459-8204.

9. If you have any questions concerning the submission of your Advertising
Expenditure Report please call Alice at 612-540-5503 or Karen Odenthal at
612-449-3343.

LOCAL QUALIFIED ADVERTISING
---------------------------
REIMBURSEMENT
-------------

In some instances, RMA may permit hotels temporary local control of a portion of
the RMA fee. This is done in the form of a "reimbursement" to the hotel upon
submittal of an "Advertising Expenditure Report" form. Such reimbursement will
be given in the form of a credit memo applied to your receivable account, only
after: a) the full 3.50% RMA fee has been paid as and when due, and b) the
Director-Marketing Resources has examined and approved the advertising and proof
of payment which you submit in accordance with Program requirements. A copy of
the form and instructions for submittal are attached.

THE "REIMBURSEMENT" REFERRED TO IN YOUR LICENSE AGREEMENT FOR "QUALIFIED
ADVERTISING" CREDIT APPLIES ONLY TO LOCAL, REGIONAL AND NATIONAL CONSUMER ROOMS
ADVERTISING, WHICH INCLUDES MEETINGS/GROUP, AND TRAVEL AGENT ADVERTISING THAT
INCORPORATES PROPER USE OF THE RADISSON NAME, LOGO, AND THE RADISSON 800 NUMBER.
THE ADVERTISING MUST BE IN A FORMAT ESTABLISHED BY THE RADISSON MARKETING
COMMUNICATIONS AND SERVICES DEPARTMENT.

Acceptable media includes newspapers, magazines, in-flight publications, radio,
TV, outdoor/airport diorama display and direct mail. (In essence, reimbursement
is given for the same type of advertising and promotional programs that are
normally supported by RMA.) The following is a chart that further clarifies
what is and is not eligible for reimbursement:

Examples of Advertising that IS ELIGIBLE
for Reimbursement
- ---------------------------------------

. Production & space charges associated with
eligible advertising which is in the approved
--------
Radisson format for local, regional and
national publications

. Adventure Weekend radio or print ads
. Travel Agent, Wholesaler & Meeting Ads
. General rooms advertising
. Direct mail to travel agents/meeting
planners/corporate travel planners
(includes production, labels)

Examples of Advertising that IS NOT ELIGIBLE
for Reimbursement
- --------------------------------------------

. Food and beverage advertising
. Adventure Rack Cards (Includes Business Class)
. Brochures
. Directories (OAG, Hotel & Travel Index, OHG, OMFG, etc.)
. In-room table tents, guest room directories
. Telephone yellow pages
. Premiums (key tags, balloons, mugs and other gifts).
. SMART advertising fees, etc.
. Agency Retainers/Commissions

Examples of Advertising that IS ELIGIBLE
for Reimbursement
- ----------------------------------------

. Co-op advertising with other Radisson hotels.
Only your portion of cost allowed.
All SMART advertising EXCLUDED.
. Outdoor paint and poster billboards
. AAA Tour Book advertising
. Airport advertising display/diorama
. Sports-arena signage
. Voyageur" Magazine ads
. Guest Informant, "Travelhost," "Where" ads
. Preview" ads
. Electronic Media/CRS (eligible after 4/1/93)
Apollo/Spectrum
Apollo/Headlines
Sabre/Jaguar
Select Plus (AMEX)

Examples of Advertising that IS NOT ELIGIBLE
for Reimbursement
- --------------------------------------------

. Stationary, post cards
. Sales supplies/support collateral
. Co-op advertising with competitive hotels
. Airport courtesy phones -- direct line/phone board display
. Audio visual/slide presentations
. Van/cabs/trucks/buses/park benches/banners
. In-house video
. Any advertising with another 800# included
. Postage (for direct mail, etc.)
. Telemarketing
. Fax blasts
. Bulk purchase of awards points
. Collateral fulfillment costs
. Research/survey services
. Maps
. On Hold" message/music
. Posters
. Highway Exit Traveller Service Information Signage

Failure to comply with the Program Requirements for any item may result in
disqualification for reimbursement of the advertising expense for that item.
The final determination of what constitutes Qualified Advertising and whether
the Program's requirements have been met shall be in the RMA's sole discretion.

Qualified advertising that is placed on a tradeout (barter) arrangement will be
reimbursed at 30% of the tradeout retail value. We do not want to jeopardize
our barter relationships. Hotels paying full cash on publications where barter
is available will receive reimbursement only for the dollars they would have
paid if barter had been utilized. The full cash reimbursement will not be
given.

If you have any questions concerning the eligibility of proposed advertising or
whether barter is available, contact the Director-Marketing Resources, as
described below. Proposed copy for promotions, advertising or broadcast should
be submitted for pre-approval if not clearly contained in the examples of
advertising eligible for reimbursement.

The "Advertising Expenditure Report" and its attachments when properly prepared,
includes attachments: copy of paid invoices, ad tear sheets, script, cassette or
video for broadcast commercials with copy of the Affidavit of Performance, and
promotion collateral for direct mail. The Advertising Expenditure Report, its
attachments, and other evidence which may be required by licensor shall be
submitted to:

Alice Anderson
Director - Marketing Resources
RADISSON HOTELS INTERNATIONAL, INC.
Carlson Parkway, P.O. Box 59159
Minneapolis, MN 55459-8204
(612) 540-5503

The "Advertising Expenditure Report," together with all supporting documentation
for each item of advertising for which reimbursement is being sought, must be
submitted each month as it becomes available but in any event within ninety (90)
days of the date the first invoice is received for that item or within ninety
(90) days of the end of the Agreement Year (as defined in the License Agreement)
in which the advertising first ran -- whichever is earlier.

The maximum qualified advertising reimbursement allowance ("Reimbursement
Allowance") for any Agreement Year is determined by the Gross Room Sales at the
Hotel during that Agreement Year times the applicable percentage of Maximum
Available Qualified Advertising Reimbursement.

If you do not submit evidence of Qualified Advertising in an amount at least
equal to the Reimbursement Allowance for any Agreement Year in that Agreement
Year (or within 90 days of the first invoice date for the item, if the
advertising is placed during the Agreement Year but evidence is submitted after
the end of the Agreement Year), any balance of Reimbursement Allowance for that
Agreement Year will be deemed waived. It may not be carried over to subsequent
---
years.

If you submit evidence of Qualified Advertising in an amount greater than the
Reimbursement Allowance for any Agreement Year ("Excess Advertising") and a
Reimbursement Allowance is or becomes available in the following Agreement Year,
(a) credit memo(s) will be issued for the amount of Excess Advertising, up to
the Reimbursement Allowance available.

RADISSON 800 NUMBERS
--------------------

Attached are examples showing how you will correctly display the appropriate
-----------
Radisson 800 number.

There are three numbers to choose from when you advertise. To ensure the
effectiveness of these numbers, make absolutely sure that each of these three
numbers are displayed in the correct advertising and in the format illustrated.

1. The 800-333-3333 number is for advertising to the general public that
includes consumers, meeting planners, wholesale tour groups, and Official
Airline Guide (OAG) ads. Within reason, show this 800 number everywhere
you can... brochures, vans, softball jerseys, confirmations, letterhead,
billboards, giveaway gift items, etc. After all, our primary goal is to
make the phone ring.

2. The 800-777-7800 number should be used when advertising to travel agents
-------------
and/or wholesalers Please note that, in all TRAVEL AGENT advertising, the
----------- ---
airline access code must

be included along with the travel agent 800 number. The airline systems
bring us high volumes of business at excellent rates, so you can
appreciate the reason for focusing on this. This number 800-777-7800
should also be used in all communications targeting the wholesale tour
audience. PLEASE NOTE THAT WHILE THE NUMBER IS THE SAME FOR THESE
AUDIENCES, THE FORMAT IS DIFFERENT. PLEASE USE THE CORRECT FORMAT.

3. The 800-444-3344 number should be used when advertising to meeting
planners for group business only. Please include this number when
advertising in trade publications and on any group collateral/promotion
pieces produced.

Please make no changes to these 800-number formats. The consistency of these
formats is essential in order to make Radisson's advertising effective.

REMEMBER: ALL LOCAL ADVERTISING SUBMITTED FOR AD CREDIT MUST INCLUDE ONE OF
THESE 800 NUMBERS, IN THE CORRECT FORMAT, TO RECEIVE CREDIT.
---------------------