<PAGE>


                             STOCKHOLDERS AGREEMENT

          This STOCKHOLDERS AGREEMENT (this "AGREEMENT") is entered into as 
of February 2, 1999, by and among Harveys Casino Resorts, a Nevada 
corporation (the "COMPANY"), Colony HCR Voteco, LLC, a Nevada limited 
liability company ("VOTECO"), Colony Investors III, L.P., a Delaware limited 
partnership ("COLONY III"), and the securityholders of the Company as 
identified from time to time on Schedule A hereto (each an "EMPLOYEE 
STOCKHOLDER" and, together with Voteco and Colony III, the "STOCKHOLDERS").

                                  RECITALS

          WHEREAS, Harveys Acquisition Corporation, a Nevada corporation 
("HAC"), merged with and into the Company as of the date hereof (the "CLOSING 
DATE"), with the Company being the surviving corporation, pursuant to an 
Agreement and Plan of Merger dated as of February 1, 1998 (the "MERGER 
AGREEMENT"); 

          WHEREAS, in connection with the Merger Agreement, HAC, Charles W. 
Scharer, Stephen L. Cavallaro and John J. McLaughlin entered into a 
Memorandum of Understanding dated February 1, 1998, which provides, among 
other things, that (1) HAC shall grant to certain executive officers of 
Harveys the number of shares of Class A Common Stock, par value $.01 per 
share ("CLASS A COMMON"), and Class B Common Stock, par value $.01 per share 
("CLASS B COMMON" and, collectively with the Class A Common, "COMMON STOCK"), 
equivalent in the aggregate to 3% of the Class A Common and Class B Common 
outstanding as of the time the Merger becomes effective pursuant to the 
Articles of Merger filed to effect the Merger, (2) HAC shall grant to such 
officers certain options to acquire and other rights with respect to the 
Common Stock and (3) certain such officers may acquire shares of Common Stock 
utilizing certain amounts payable to them pursuant to the Company's 
Supplemental Executive Retirement Plan; and

          WHEREAS, the Company, Voteco, Colony III and the Employee 
Stockholders desire to enter into this Agreement for the purpose of 
regulating certain aspects of their relationships with regard to each other 
and the Company.

          NOW THEREFORE, in consideration of the mutual covenants herein 
contained and for other good and valuable consideration, the Company and the 
Stockholders agree as follows:



                                       

<PAGE>

                                 ARTICLE I

                                DEFINITIONS

          As used herein, the terms below shall have the following meanings. 
Any such term, unless the context otherwise requires, may be used in the 
singular or plural, depending upon reference.

          "AFFILIATE" means (i) any Person or entity directly or indirectly 
controlling or controlled by or under direct or indirect common control with 
the Company (including, without limitation, each of the Stockholders and 
their Related Parties), (ii) any spouse or non-adult child (including by 
adoption) of such Person, (iii) any relative other than a spouse or non-adult 
child (including by adoption) who has the same principal residence of any 
natural person described in clause (i) above, (iv) any trust in which any 
such Persons described in clause (i), (ii) or (iii) above has a beneficial 
interest and (v) any corporation, partnership, limited liability company or 
other organization of which any such Persons described in clause (i), (ii) or 
(iii) above collectively own more than fifty percent (50%) of the equity of 
such entity.  For purposes of this definition, beneficial ownership of more 
than ten percent (10%) of the voting common equity of a Person shall be 
deemed to be control of such Person.

          "APPROVED PURCHASER" means a proposed purchaser of Common Stock, 
that, in connection with its proposed purchase of Common Stock, (i) has 
obtained all licenses, permits, registrations, authorizations, consents, 
waivers, orders, findings of suitability or other approvals required to be 
obtained from, and has made all filings, notices or declarations required to 
be made with, all Gaming Authorities under all applicable Gaming Laws or (ii) 
is not required to obtain any such licenses, permits, registrations, 
authorizations, consents, waivers, orders, findings of suitability or other 
approvals.

          "MR. BARRACK" means Thomas J. Barrack, Jr., an individual.

          "BOARD" means the Board of Directors of the Company.

          "CLASS A COMMON" has the meaning set forth in the recitals hereto.

          "CLASS B COMMON" has the meaning set forth in the recitals hereto.

                                       

<PAGE>


          "CLOSING DATE" has the meaning set forth in the recitals hereto.

          "COMMISSION" means the Securities and Exchange Commission. 

          "COMMON STOCK" has the meaning set forth in the recitals hereto.

          "MR. DAVIS" means Kelvin L. Davis, an individual.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as 
amended.

          "EXEMPT TRANSFER" means transfers of Restricted Securities (i) by 
any Stockholder to such Stockholder's Related Parties, so long as effected 
pursuant to a BONA FIDE transaction not intended to avoid the provisions of 
this Agreement, (ii) subject to Section 2.4 hereof, by any Stockholder to any 
other Person pursuant to an effective registration statement under the 
Securities Act, and (iii) by any Employee Stockholder to the Company, Voteco, 
Colony III or Affiliates of the Company, Voteco or Colony III, PROVIDED that 
no transfer pursuant to the foregoing clause (i) shall be an Exempt Transfer 
unless the transferee agrees in writing to be bound by this Agreement as if 
such transferee were a Stockholder with respect to such transferred 
securities and evidences such agreement by executing a joinder agreement 
substantially in the form of Exhibit 1 hereto, and, PROVIDED FURTHER, that no 
transfer pursuant to the foregoing clauses (i) or (ii) shall be permitted 
unless the transferee is an Approved Purchaser.

          "GAMING AUTHORITIES" means all governmental authorities or agencies 
with regulatory control or jurisdiction over the gaming or gambling 
operations of the Company and its Subsidiaries.

          "GAMING LAWS" means any Federal, state, local or foreign statute, 
ordinance, rule, regulation, permit, consent, approval, license, judgment, 
order, decree, injunction or other authorization governing or relating to the 
current or contemplated manufacturing, distribution, casino gambling and 
gaming activities and operations of the Company and its Subsidiaries.

          "IPO" means the closing of a public offering pursuant to an 
effective registration statement under the Securities Act covering shares of 
the Company's Common Stock, which shares are approved for listing or 
quotation on the New York Stock Exchange, the American Stock Exchange or the 
Nasdaq National Market.

                                       

<PAGE>

          "NRS" means the Revised Statutes of the State of Nevada.

          "OFFERED SECURITIES" has the meaning provided in Section 2.4(a).

          "OFFERING NOTICE" has the meaning provided in Section 2.4(a)(i).

          "OFFERING STOCKHOLDER" has the meaning provided in Section 2.4(a).

          "PERSON" means an individual, partnership, limited liability 
company, joint venture, corporation, trust or unincorporated organization or 
any other similar entity.

          "QUALIFIED SALE" has the meaning set forth in Section 2.6(a).

          "QUALIFIED STOCKHOLDERS" means Charles W. Scharer, Stephen L. 
Cavallaro and John J. McLaughlin.

          "REGISTRATION EXPENSES" means all expenses incident to the 
Company's performance of or compliance with Section 3.1, including, without 
limitation, all registration, filing and NASD fees, all stock exchange 
listing fees, all fees and expenses of complying with securities or blue sky 
laws, all word processing, duplicating and printing expenses, messenger and 
delivery expenses, the fees and disbursements of counsel for the Company and 
of its independent public accountants, including the expenses of any special 
audits or "cold comfort" letters required by or incident to such performance 
and compliance.

          "RELATED PARTY" with respect to any Stockholder means (A) any 
controlling stockholder, 80% (or more) owned Subsidiary, or spouse or 
immediate family member (in the case of an individual) of such Stockholder or 
(B) any trust, corporation, partnership or other entity, the beneficiaries, 
stockholders, partners, owners or Persons beneficially holding an 80% or more 
controlling interest of which consist of such Stockholder and/or such other 
Persons referred to in the immediately preceding clause (A).

          "REOFFERED SHARES" has the meaning provided in Section 2.4(a)(iv).

          "RESTRICTED SECURITIES" means any Common Stock owned beneficially 
or of record by any Stockholder, including, in the case of Employee 
Stockholders, any shares of Common Stock that are subject to vesting, and 
excluding any securities 


                                       

<PAGE>

of the Company beneficially owned by Voteco, Colony III or their respective 
Affiliates and convertible into, exchangeable for or otherwise providing the 
holder thereof any right to acquire shares of Common Stock.  In addition, for 
purposes of determining a Qualified Stockholder's rights and obligations 
under Section 2.5 or Article III hereof in connection with a particular 
"tag-along" sale or registration, respectively, a Qualified Stockholder shall 
be deemed to have beneficial ownership of shares of Common Stock to be 
distributed to such Qualified Stockholder in a Special Distribution Event 
under a Deferred Compensation Agreement to which such Qualified Stockholder 
is a party to the extent such Special Distribution Event would occur as a 
result of such "tag-along" sale or registration, as applicable.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SUBSIDIARY" means, with respect to any Person, all other Persons 
of which such Person owns, directly or indirectly, a majority of the voting 
capital stock or is a general partner or otherwise has the power to control, 
by agreement or otherwise, the management and general business affairs of 
such other Person.

          "TAG-ALONG OFFEROR" has the meaning set forth in Section 2.5(a).

          "TAG-ALONG NOTICE" has the meaning provided in Section 2.5(a).

          "TAG-ALONG PERCENTAGE" has the meaning provided in Section 2.5(a).

          "TAG-ALONG SHARES" has the meaning provided in Section 2.5(a).

          "THIRD PARTY" has the meaning provided in Section 2.5(a).

          "TRANSFER" has the meaning provided in Section 2.1.

          "TRANSFER RESTRICTIONS AGREEMENT" has the meaning provided in 
Section 2.5(a).

          "TRANSFEREE" has the meaning provided in Section 2.2.

                                 ARTICLE II
                          RESTRICTIONS ON TRANSFER

                                       

<PAGE>

          Section 2.1    GENERAL.   With respect to each Employee 
Stockholder, prior to the earlier of (1) that day following consummation of 
an IPO on which any agreement entered into with the underwriter or 
underwriters of such IPO restricting the ability of such Stockholder to sell, 
assign, hypothecate or otherwise transfer Restricted Securities expires or is 
terminated and (2) if no such agreement is entered into, the second business 
day following an IPO, no Stockholder shall, directly or indirectly, sell, 
assign, hypothecate or otherwise transfer (in each case, a "TRANSFER") 
Restricted Securities without the express, written consent of Voteco, which 
may be granted or denied at Voteco's sole and absolute discretion.  
Notwithstanding the immediately preceding sentence, this Agreement shall not 
at any time limit, restrict or apply to (1) any pledge of Restricted 
Securities held by an Employee Stockholder to secure obligations to the 
Company, (2) any Exempt Transfer or (3) any sale or other disposition of 
Restricted Securities by an Employee Stockholder pursuant to Section 2.5. 

               (a)  The Company shall not, and shall not permit any transfer 
agent or registrar for the Restricted Securities to, transfer upon the books 
of the Company any Restricted Securities purportedly Transferred by any 
Stockholder to any purported Transferee, in any manner, unless such purported 
Transfer has occurred in accordance with this Agreement, and any such 
purported Transfer not in compliance with this Agreement shall be void.

          Section 2.2    LEGENDS; SECURITIES SUBJECT TO THIS AGREEMENT.  In 
the event a Stockholder shall Transfer any Restricted Securities (including 
any such Restricted Securities acquired after the date hereof) to any Person 
(all Persons acquiring Restricted Securities from a Stockholder, as described 
in this Agreement, regardless of the method of transfer, shall be referred to 
collectively as "TRANSFEREES" and individually as a "TRANSFEREE") in 
accordance with this Agreement, such securities shall nonetheless bear 
legends as provided in Section 4.1; PROVIDED that the provisions of this 
Section 2.2 shall not apply in respect of a sale of Restricted Securities in 
a registered public offering under the Securities Act or pursuant to Rule 
144, or any successor rule, under the Securities Act, pursuant to which the 
Transferee receives securities that are freely tradeable under the Federal 
securities laws.  

          Section 2.3    NO VIOLATIONS OR BREACH.  No Stockholder shall, 
directly or indirectly, Transfer any Restricted Securities at any time if 
such action would constitute a violation of any Federal or state securities 
laws, a breach of the conditions to any exemption from registration of 
Restricted Securities under any such laws, a breach of any undertaking or 
agreement of such Stockholder entered 


                                       

<PAGE>

into pursuant to such laws or in connection with obtaining an exemption 
thereunder or a violation of any Gaming Laws.  In order to enforce the 
foregoing, the Company may request that, in addition to any other 
documentation reasonably required pursuant to this Agreement, the 
transferring Stockholder provide it with a written opinion of counsel, in 
form and substance reasonably acceptable to counsel to the Company, to the 
effect that such Transfer is exempt from registration under the Federal 
securities laws and does not violate any Gaming Laws, and that the transferee 
is an Approved Purchaser.

          Section 2.4    RIGHT OF FIRST OFFER.

               (a)  GENERAL.  Subject to Section 2.4(c) hereof, each time an 
Employee Stockholder proposes to Transfer any Restricted Securities, such 
Employee Stockholder (the "OFFERING STOCKHOLDER") shall first make an 
offering of such Restricted Securities (referred to collectively herein as 
the "OFFERED SECURITIES") to the Company in accordance with the following 
provisions:

                         (i)  The Offering Stockholder shall deliver a
     notice (the "OFFERING NOTICE") to the Company stating (1) the Offering
     Stockholder's bona fide intention to offer such Offered Securities;
     (2) the number of shares of such Offered Securities to be offered for
     sale; (3) the price and terms, if any, upon which the Offering
     Stockholder proposes to offer such Offered Securities; and (4) that
     the proposed purchaser (the "PROPOSED PURCHASER") of the Offered
     Securities is an Approved Purchaser.

                         (ii) Within 15 days after the Offering Notice is
     given, the Company may elect to purchase from the Offering
     Stockholder, at the price and on the terms specified in the Offering
     Notice, any or all of the shares of Offered Securities offered in the
     Offering Notice.  Such right shall be exercised by written notice
     delivered to the Offering Stockholder by the Company prior to the
     expiration of the 15-day exercise period.

                         (iii)     The closing of the purchase of any
     shares of Offered Securities by the Company shall take place at the
     principal offices of the Company (or such other location as the
     parties may agree on) within fifteen (15) business days after the
     expiration of the 15-day period following the giving of the Offering


                                       

<PAGE>

     Notice on a date and at a time reasonably acceptable to each of the
     Company and the Offering Stockholder.  At such closing, the Company
     shall make payment in the appropriate amount by means of a certified
     or cashier's check or a wire transfer for the benefit of the Offering
     Stockholder against delivery of certificates representing the
     securities so purchased, duly endorsed in blank by the Person or
     Persons in whose name such certificate is registered or accompanied by
     a duly executed and guarantied stock or security assignment separate
     from the certificate.  The Company's obligation to effect such payment
     shall be conditioned on the delivery of such securities free and clear
     of any mortgage, lien, pledge, charge, security interest or
     encumbrance of any kind, except (a) as created by this Agreement, (b)
     with respect to each Qualified Stockholder, the Stock Option and
     Restricted Stock Agreement (the "STOCK AGREEMENT") and the Deferred
     Compensation Agreement (the "DEFERRED COMPENSATION AGREEMENT"), each
     of even date herewith and each between the Company and such Qualified
     Stockholder, and (c) with respect to any Employee Stockholder, any
     agreement entered into between such Employee Stockholder and the
     Company subsequent to the date hereof that is similar to the Stock
     Agreement or the Deferred Compensation Agreement.

                         (iv) In the event the Company does not elect to
     purchase any or all of the shares of Offered Securities offered in the
     Offering Notice, the Company shall give written notice to Voteco and
     Colony III of its decision not to exercise its rights or of the number
     of Offered Securities available for purchase (the "REOFFERED SHARES")
     on or before the final day of such 15-day period.  The right to
     purchase such Reoffer Shares shall pass automatically from the Company
     to Voteco and Colony III.  Voteco and Colony III will have until the
     25th day following the Offering Notice to the Company to exercise
     their purchase rights under this Section 2.4 by written notice to the
     Offering Stockholder and the Company.  The closing of any purchase and
     sale under this Subsection shall be held within 15 business days
     following the exercise by Voteco or Colony III, as the case may be, of
     the repurchase rights hereunder at the principal offices of the
     Company (or such other location as the parties may agree) on a date
     and at a time reasonably acceptable to each of Voteco or Colony III,
     as the case may be, and the Offering Stock-


                                       

<PAGE>

     holder.  At such closing, Voteco or Colony III, as the case may be, 
     shall make payment in the appropriate amount by means of a certified or 
     cashier's check or a wire transfer for the benefit of the Offering 
     Stockholder against delivery of certificates representing the securities 
     so purchased, duly endorsed in blank by the Person or Persons in whose 
     name such certificate is registered or accompanied by a duly executed 
     and guarantied stock or security assignment separate from the 
     certificate. Voteco's or Colony III's obligation to effect such payment 
     shall be conditioned on the delivery of such securities free and clear 
     of any mortgage, lien, pledge, charge, security interest or encumbrance 
     of any kind, except as created by this Agreement, the Award Agreement or 
     the Deferred Compensation Agreement, except (a) as created by this 
     Agreement, (b) with respect to each Qualified Stockholder, the Stock 
     Agreement and the Deferred Compensation Agreement between the Company 
     and such Stockholder, and (c) with respect to any Employee Stockholder, 
     any agreement entered into between such Employee Stockholder and the 
     Company subsequent to the date hereof that is similar to the Stock 
     Agreement or the Deferred Compensation Agreement.

               (b)  RIGHT TO SELL.  In the event that all of the Offered 
Securities being offered are not purchased at the closings referred to in 
Subsections (a)(iii) or (a)(iv), the Offering Stockholder shall have the 
right to sell or otherwise dispose of all Offered Securities offered in the 
Offering Notice and not so purchased at the price stated, and upon other 
terms and conditions not materially more favorable to the Proposed Purchaser 
in the aggregate than specified, in the Offering Notice.  The Offering 
Stockholder shall have such right for the 90-day period beginning on the 
earlier of  the receipt by the Offering Stockholder of notice from Voteco and 
Colony III that they elect not to exercise their purchase right under 
Subsection (a)(iv) and the closing of a purchase and sale under Subsection 
(a)(iv), or such longer period not exceeding six months from the earlier of 
the foregoing clauses (i) and (ii) as may be required for the Proposed 
Purchaser to become an Approved Purchaser, so long as the Offering 
Stockholder reasonably believes that the Proposed Purchaser will become, and 
the Proposed Purchaser is exercising bona fide and good faith efforts to 
become, an Approved Purchaser in connection with such proposed sale or other 
disposition of Offered Securities.  In the event that the Offering 
Stockholder does not sell or otherwise dispose of such Offered Securities at 
the price stated, and upon other terms and conditions not materially more 
favorable to the Proposed Purchaser in the aggregate than specified, in the 
Offering Notice 


                                       

<PAGE>

within the period set forth in the previous sentence, the right of first 
offer provided for in this Section 2.4 shall continue to be applicable to any 
subsequent disposition of such Restricted Securities.

               (c)  EXCEPTION.  Notwithstanding the terms and provisions of 
Section 2.4(a) hereof, the right of first offer provided for in this Section 
2.4 shall not be applicable to  any repurchase of equity securities by the 
Company upon the retirement or termination of an Employee Stockholder, except 
as set forth in Subsection 2.4(e) below, or  any Exempt Transfer and  shall 
terminate upon the consummation of an IPO.

               (d)  TRANSFEREES BOUND.  In the event that the right of first 
offer set forth in this Section 2.4 is not exercised, the purchaser of such 
Restricted Securities shall be bound by the terms of this Agreement as 
required by Section 2.2.

               (e)  TERMINATION OF EMPLOYMENT OF EMPLOYEE STOCKHOLDER.  If an 
Employee Stockholder ceases to be employed by the Company, for any or no 
reason, and the repurchase by the Company of Restricted Securities owned by 
such Employee Stockholder is not governed by any other agreement between the 
Company and such Employee Stockholder, then (1) such Employee Stockholder 
shall be deemed an Offering Stockholder, (2) any and all shares of Restricted 
Securities owned by such Employee Stockholder (excluding (A) shares that are 
subject to vesting but have not vested and (B) shares that are subject to 
forfeiture and are forfeited, in each case upon such termination) shall be 
deemed Offered Securities, (3) the proposed offer price of such Offered 
Securities shall be the "Fair Market Value" of the Offered Securities on the 
date of the termination of the Employee Stockholder's employment with the 
Company and (4) the provisions of Subsections 2.4(a) to 2.4(d) shall be 
applied.

          For the purposes of this Agreement, "Fair Market Value" (when
     capitalized, unless the context clearly indicates otherwise) means, as to a
     Qualified Stockholder, as of any given date, (A) if shares of Common Stock
     of the same class as the Offered Securities are publicly traded, the
     closing sale price of such shares on such date (or the nearest preceding
     date on which the Common Stock was traded) as reported in the Western
     Edition of THE WALL STREET JOURNAL, or (B) if shares of Common Stock of the
     same class as the Offered Securities are not publicly traded, the fair
     market value of the Offered Securities as determined in accordance with the
     procedures set forth below, in each case based on the per share value of
     the Company as a whole 


                                       

<PAGE>

     as of the relevant date, without any discount for the sale of a minority 
     interest and without considering lack of liquidity of such Offered 
     Securities, including transfer and other restrictions on the Offered 
     Securities:

               (1)  The Board shall determine the fair market value of the
          Offered Securities in good faith, using commercially reasonable
          methods and at the Company's sole expense, PROVIDED, that if the
          Qualified Stockholder is a member of or non-voting observer on the
          Board, he shall recuse himself from all deliberations of the Board
          regarding such determination, and except as otherwise provided herein
          shall not be entitled to receive or be provided access to any minutes
          or other records of the Board with respect to such determination.  The
          Board shall communicate the per share valuation as so determined in
          writing to the Qualified Stockholder within twenty business days of
          the date that his employment with the Company is terminated or the
          Board takes cognizance of the need to determine the Fair Market Value
          of the Common Stock, and, upon his request, shall provide to him
          appropriate supporting documentation regarding the methods,
          assumptions and other bases used in arriving at such valuation.  If
          acceptable to the Qualified Stockholder, the fair market value of the
          Offered Securities shall be as so determined.

               (2)  If the fair market value as determined under (1) is not
          acceptable to the Qualified Stockholder, he shall determine the fair
          market value of the Offered Securities in good faith, using
          commercially reasonable methods and at the Qualified Stockholder's
          sole expense, and shall communicate the per share valuation (the
          "Qualified Stockholder's Value") as so determined in writing to the
          Board within 20 business days following the Board's communication to
          the Qualified Stockholder of the per share valuation pursuant to
          clause (1) above and, upon the Board's request, shall provide to the
          Board appropriate supporting documentation regarding the methods,
          assumptions and other bases used in arriving at such valuation.  If
          acceptable to the Board, the fair market value of the Offered
          Securities shall be as so determined.

               (3)  If the fair market value as determined under (2) is not
          acceptable to the Board, the Board and the Qualified Stockholder shall


                                       

<PAGE>

          then negotiate in good faith to agree upon the fair market value of
          the Offered Securities, based on the valuations under (1) and (2)
          above.

               (4)  If the Board and the Qualified Stockholder shall be unable
          by the foregoing means to agree upon the fair market value of the
          Offered Securities within ten business days after the Board has been
          advised of the Qualified Stockholder's Value, the issue shall then be
          submitted to binding arbitration in Las Vegas, Nevada according to the
          rules and procedures of the American Arbitration Association.  The
          Company and the Qualified Stockholder shall each submit to the
          arbitrator their valuations under (1) and (2) above, together with all
          supporting documentation regarding the methods, assumptions and other
          bases used in arriving at such valuation.  The arbitrator shall then
          be instructed to choose which of the two valuations more closely
          reflects the fair market value of the Offered Securities, and shall
          not have the right to choose a third valuation as the appropriate fair
          market value of the Offered Securities.  The party whose valuation is
          not so chosen by the arbitrator shall pay any and all costs and
          expenses of the arbitration (but not the initial valuation by the
          other party) including without limitation reasonable attorneys' fees
          and other fees incurred by the prevailing party in such arbitration.

          For the purposes of this Agreement, "Fair Market Value" (when
     capitalized, unless the context clearly indicates otherwise) means, as to
     the Employee Stockholders other than the Qualified Stockholders, as of any
     given date, (A) if shares of Common Stock of the same class as the Offered
     Securities are publicly traded, the closing sale price of such shares on
     such date (or the nearest preceding date on which the Common Stock was
     traded) as reported in the Western Edition of THE WALL STREET JOURNAL, or
     (B) if shares of Common Stock of the same class as the Offered Securities
     are not publicly traded, the value of the Offered Securities as determined
     in good faith by the Board, based upon the per share value of the Company
     as a whole, without any discount for sale of a minority interest and
     without considering any lack of liquidity of such Offered Securities,
     including transfer and other restrictions thereon.

          Section 2.5    TAG-ALONG PROVISIONS.


                                       

<PAGE>

               (a)  GENERAL.  Subject to the Transfer Restriction Agreement
dated as of the date hereof (the "TRANSFER RESTRICTIONS AGREEMENT") by and among
Mr. Barrack, Mr. Davis, Voteco and Colony III, in the event that Voteco or
Colony III (in such capacity, a "TAG-ALONG OFFEROR") proposes to offer
Restricted Securities to any Person or group of Persons other than an Affiliate
(a "THIRD PARTY" and collectively, "THIRD PARTIES"), such sale or other
disposition shall not be permitted unless the Tag-Along Offeror shall offer (or
cause the Third Party to offer) the Employee Stockholders the right to elect to
include, at the sole option of each Employee Stockholder, in the sale or other
disposition to the Third Party such number of shares of such class or classes of
Restricted Securities that the Tag-Along Offeror proposes to offer that are
owned by such Employee Stockholder as shall be determined in accordance with
Subsection 2.5(a)(i) (the "TAG-ALONG SHARES").  The Tag-Along Offeror shall
deliver a notice (the "TAG-ALONG NOTICE") to the Employee Stockholders stating
(1) the Tag-Along Offeror's bona fide intention to offer such Tag-Along Shares;
(2) the number of shares to be offered for sale; and (3) the price and terms, if
any, upon which the Tag-Along Offeror proposes to offer such Tag-Along Shares. 
Notwithstanding any other provision of the Agreement, Voteco and Colony III
shall be permitted to transfer Restricted Securities to each other and to any
Affiliate of either of them, PROVIDED that any subsequent attempted transfer by
such Affiliate of such Restricted Securities shall be subject to this Subsection
2.5(a).

                      (i)  Each Employee Stockholder shall have the
     right to sell or include in the Third Party offer up to that
     percentage (the "TAG-ALONG PERCENTAGE") of the number of Restricted
     Securities owned by such Employee Stockholder (rounded up to the
     nearest whole share) equal to the ratio of (1) the number of
     Restricted Securities that the Tag-Along Offeror proposes to offer to
     the Third Party to (2) the aggregate number of shares of Restricted
     Securities owned by the Tag-Along Offeror.

                      (ii)  The purchase from Employee Stockholders
     pursuant to this Section 2.5(a) shall be on the same terms and
     conditions, including the price per share, the form of consideration
     and the date of sale or other disposition, as are received by the 
     Tag-Along Offeror.

                      (iii)  Promptly (but in no event later than 15
     business days) after the consummation of the sale or other disposition
     of shares of Restricted Securities of the Tag-Along Offeror


                                       

<PAGE>

     and the other Stockholders to the Third Party pursuant to the Third 
     Party offer, the Tag-Along Offeror shall (1) notify such Employee 
     Stockholders of the completion thereof, (2) cause to be remitted to such 
     Employee Stockholders the total sales price attributable to the 
     Tag-Along Shares which such Employee Stockholders sold or otherwise 
     disposed of pursuant to the Third Party offer, and (3) furnish such 
     other evidence of the completion and time of completion of such sale or 
     other disposition and the terms thereof as may be reasonably requested 
     by the Employee Stockholders.

                      (iv)  If within 15 business days after the Tag-Along 
     Notice is given, an Employee Stockholder has not accepted the offer to 
     make an inclusion election, such Employee Stockholder will be deemed to 
     have waived any and all of its rights with respect to the sale or other 
     disposition of the Tag-Along Shares described in the Tag-Along Notice.  
     The Tag-Along Offeror shall have the right to sell or otherwise dispose 
     of the Restricted Securities of the Tag-Along Offeror to the Third Party 
     or any other Person upon terms and conditions (including the price per 
     securities) not materially more favorable to the Tag-Along Offeror than 
     were set forth in the Tag-Along Notice.  The Tag-Along Offeror shall 
     have such right for the 60-day period beginning on the 15th day after 
     the Tag-Along Notice is given, or such longer period not exceeding six 
     months from the 15th day after the Tag-Along Notice is given as may be 
     required for the Third Party to become an Approved Purchaser, so long as 
     the Tag-Along Offeror reasonably believes that the Third Party will 
     become, and the Third Party is exercising bona fide and good faith 
     efforts to become, an Approved Purchaser in connection with such 
     proposed sale or other disposition.

                      (v)  If, at the end of such period, the Tag-Along 
     Offeror has not completed the sale of shares of Restricted Securities of 
     the Tag-Along Offeror in accordance with the terms of the Third Party's 
     offer, all the restrictions on sale contained in this Agreement with 
     respect to Restricted Securities owned by the Tag-Along Offeror shall 
     again be in effect (unless such period is extended with the consent of 
     each of the Employee Stockholders).


                                       

<PAGE>

               (b)  EXCEPTION.  Notwithstanding any provision herein to the 
contrary, Employee Stockholders shall have no right to sell or dispose of 
Tag-Along Shares pursuant to Subsection 2.5(a) if Voteco, Colony III or any 
Affiliate of either of them, individually or collectively, proposes to sell 
to a Third Party or Third Parties  any number of shares of Common Stock, if 
after such sale Voteco, Colony III and their respective Affiliates own in the 
aggregate (x) if on or before an IPO, at least 80 percent of the 
then-outstanding common equity of the Company, or (y) if after an IPO, at 
least 50 percent of the then-outstanding common equity of the Company, or  
shares of Common Stock representing in the aggregate no greater than 20 
percent of the aggregate shares of Common Stock held by Voteco or Colony III 
as of the date hereof.

               (c)  TAG-ALONGS BY QUALIFIED STOCKHOLDERS UPON A SPECIAL 
DISTRIBUTION EVENT.  Each Qualified Stockholder who will receive shares of 
Common Stock in a Special Distribution Event under a Deferred Compensation 
Agreement to which such Qualified Stockholder is a party, which Special 
Distribution Event would arise as a result of the tag-along sale contemplated 
by a Tag-Along Notice, shall have the following rights and obligations under 
this Section 2.5 with respect to the sale contemplated by the Tag-Along 
Notice:  (i) if requested in writing by Voteco at the time the Tag-Along 
Notice is provided, which request may be made in Voteco's sole and absolute 
discretion, each such Qualified Stockholder must participate in the tag-along 
sale by including the full Tag-Along Percentage of Restricted Securities 
owned by such Qualified Stockholder; or (ii) if no such request is made by 
Voteco, each such Qualified Stockholder may elect either (x) to include the 
greater of (1) the full Tag-Along Percentage of Restricted Securities owned 
by such Qualified Stockholder and (2) the number of shares of Common Stock to 
be received by such Qualified Stockholder in the Special Distribution Event 
(such number, the "SALE NUMBER"), or (y) to decline to participate in the 
tag-along sale and instead to cause the Company to repurchase the Sale Number 
of Restricted Securities from such Qualified Stockholder for cash at the same 
price per share to be paid by the Third Party to the Tag-Along Offeror; 
PROVIDED, that such Qualified Stockholder and the Company will consider in 
good faith, as an alternative to such a cash repurchase under this clause 
(y), a loan or similar arrangement mutually acceptable to the parties to 
provide liquidity to the Qualified Stockholder for taxes resulting from the 
Special Distribution Event.

               (d)  RELATIONSHIP TO SECTION 2.4.  Any proposed Transfer by 
any Employee Stockholder of Tag-Along Shares pursuant to this Section 2.5 is 
exempt from Section 2.4, PROVIDED that Voteco or Colony III shall have the 
right to 

                                       

<PAGE>

acquire the Tag-Along Shares on the same terms and at the same time as such 
shares would otherwise be sold to the Third Party.

          Section 2.6    COMPANY SALE.

               (a)  GENERAL.  If Voteco, Colony III or their respective 
Affiliates propose at any time to sell to a Third Party or Third Parties that 
are Approved Purchasers, Restricted Securities representing 90 percent or 
more of the then-outstanding common equity of the Company (a "QUALIFIED 
SALE") or propose to undertake an IPO, all Employee Stockholders (1) will 
consent to and raise no objections against such Qualified Sale or IPO, (2) in 
any vote of stockholders required to approve such Qualified Sale, vote the 
Restricted Securities held by them in favor of such Qualified Sale, PROVIDED 
that this Subsection 2.6(a)(2) shall not be deemed to subject any such 
Qualified Sale to any such vote, (3) in such Qualified Sale, will agree to 
sell the Restricted Securities held by them at the price and on the terms and 
conditions upon which Voteco, Colony III or their respective Affiliates 
propose to sell or otherwise dispose of Restricted Securities held by them 
and (4) if requested by Voteco, Colony III or their respective Affiliates, 
will consent to and raise no objections to any recapitalization or 
reclassification of the equity securities of the Company, including any 
related amendment to the Articles of Incorporation of the Company, required 
to facilitate such Qualified Sale or IPO, PROVIDED that, as to each class of 
Common Stock, all shares of such class are treated identically in such 
recapitalization, reclassification and/or amendment.  The Employee 
Stockholders will take all actions in their capacity as stockholders that 
Voteco, Colony III or their respective Affiliates reasonably deem necessary 
or desirable in connection with the consummation of the Qualified Sale or 
IPO, PROVIDED that, in connection with an IPO, any Employee Stockholder 
employed by the Company at the time of such IPO shall not be required to be 
subject to "lock-up" restrictions that are more restrictive than such 
restrictions to which any other Employee Stockholder having commensurate job 
duties and responsibilities in the Company is subject, and any Employee 
Stockholder not employed by the Company at the time of such IPO shall not be 
required to be subject to "lock-up" restrictions that are more restrictive 
than such restrictions to which any other Stockholder is subject, and 
PROVIDED FURTHER that, in connection with a Qualified Sale, the Employee 
Stockholders shall not be required to be subject to "lock-up" restrictions 
that are more restrictive than such restrictions to which any other 
Stockholder is subject.  Without limiting the generality of the foregoing, it 
is expressly agreed that, in respect of a Qualified Sale or IPO in accordance 
with this Section 2.6, no Stockholder will assert any "dissenters'" or 
similar statutory or legal right, or otherwise assert any challenge to, such 
Qualified Sale.


                                       

<PAGE>

               (b)  SAME CONSIDERATION TO ALL STOCKHOLDERS.  The obligations 
of the Employee Stockholders with respect to a Qualified Sale are subject to 
the satisfaction of the condition that, upon the consummation of the 
Qualified Sale, all of the holders of Restricted Securities will receive the 
same form and amount of consideration per share of Restricted Securities, and 
if any holders of Restricted Securities are given an option as to the form 
and amount of consideration to be received, all holders will be given the 
same option, it being understood that if required by applicable law, 
appropriate tax withholdings shall be deducted.

               (c)  SECURITIES LAW COMPLIANCE.  If Voteco and Colony III 
enter into any negotiation or transaction for which Rule 506 under the 
Securities Act (or any similar rule then in effect) may be available with 
respect to such negotiation or transaction, such Employee Stockholders as 
Voteco or Colony III may request will, upon such request, appoint a purchaser 
representative (as such term is defined in Rule 501 under the Securities Act) 
reasonably acceptable to Voteco and Colony III.  If any Employee Stockholder 
appoints a purchaser representative at the request of the Company, the 
Company will pay the fees of such purchaser representative.

          Section 2.7    PROPORTIONAL HOLDING REQUIREMENT.  Notwithstanding 
any provision herein to the contrary, in no case shall any Employee 
Stockholder transfer Restricted Securities if, after giving effect to and as 
a result of such transfer, such Employee Stockholder would hold a number of 
shares of Class A Common and Class B Common other than in equal proportion to 
the number of shares of Class A Common and Class B Common then outstanding, 
respectively.

                                ARTICLE III
                            REGISTRATION RIGHTS

          Section 3.1    INCIDENTAL REGISTRATION.  If, after an IPO, the 
Company proposes to register any of its Common Stock under the Securities Act 
in connection with a public offering of such securities solely for cash 
(other than by a registration in connection with an acquisition or in a 
manner which would not permit registration of Restricted Securities), it will 
each such time give prompt written notice to all holders of Restricted 
Securities of such holders' rights under this Section 3.1.  Upon the written 
request of any such holder received by the Company within 15 days after the 
receipt of any such notice (which request shall specify the Restricted 
Securities intended to be disposed of by such holder and the intended method 
of disposition thereof), the Company will, subject to the terms of this 
Agreement, use its best 


                                       

<PAGE>

efforts to effect the registration under the Securities Act of all Restricted 
Securities which the Company has been so requested to register by the holders 
thereof, to the extent requisite to permit the disposition (in accordance 
with the intended methods thereof as aforesaid) of the Restricted Securities 
to be so registered, by inclusion of such Restricted Securities in the 
registration statement which covers the securities which the Company proposes 
to register, PROVIDED that, if at any time after giving written notice of its 
intention to register any securities and prior to the effective date of the 
registration statement filed in connection with such registration, the 
Company shall determine for any reason either not to register or to delay 
registration of such securities, the Company may, at its election, give 
written notice of such determination to each holder of Restricted Securities, 
and thereupon the Company (i) in the case of a determination not to register, 
shall be relieved of its obligation to register any Restricted Securities in 
connection with such registration (but not from its obligation to pay the 
Registration Expenses therewith) and (ii) in the case of a determination to 
delay registering, shall be permitted to delay registering Restricted 
Securities, for the same period as the delay in registering such other 
securities.  Notwithstanding the foregoing, during the first two years 
following an IPO (or, in the case of a Qualified Stockholder, at any time if 
the circumstances of the proposed registration or the sale of securities 
contemplated thereby gives rise to a Special Distribution Event under a 
Deferred Compensation Agreement to which such Qualified Stockholder is a 
party), Restricted Securities held by an Employee Stockholder shall not be 
eligible for incidental registration rights hereunder and shall not be 
includible in any such registration statement unless Voteco, Colony or their 
respective Affiliates are also including Restricted Securities in such 
registration statement.  In the event that during the first two years 
following an IPO, Voteco, Colony or their respective Affiliates are including 
Restricted Securities in a registration statement to which incidental 
registration rights under this Section 3.1 otherwise apply, then each 
Employee Stockholder shall be entitled to incidental registration rights 
hereunder only with respect to that number of Restricted Securities bearing 
the same proportion to all of his Restricted Securities as the Restricted 
Securities to be registered by Voteco, Colony and their respective Affiliates 
bears to all Restricted Securities owned by Voteco, Colony and their 
respective Affiliates in the aggregate. The Company will pay all Registration 
Expenses in connection with each registration of Restricted Securities 
requested pursuant to this Section 3.1.

          Section 3.2    PRIORITY IN INCIDENTAL REGISTRATIONS.  If the 
Company reasonably determines that the distribution of all or a specified 
number of such Restricted Securities concurrently with the other securities 
being distributed in the proposed registration would interfere with the 
successful marketing thereof (such 

                                       

<PAGE>

determination to state the basis of such belief and the approximate number of 
such Restricted Securities which may be distributed without such effect), the 
Company may, upon written notice to all holders of such Restricted 
Securities, reduce pro rata the number of such Restricted Securities so that 
the resultant aggregate number of such Restricted Securities so included in 
such registration shall be equal to the number of shares stated in such 
determination.  The Company shall not enter into any agreement that would 
result in either  the number of Restricted Securities held by Employee 
Stockholders to be included in a registration pursuant to Section 3.1 being 
reduced pursuant to the foregoing sentence prior to any similar reduction of 
shares of Common Stock held by any other holder to be included in such 
registration pursuant to incidental registration rights, or (b) the reduction 
rate provided for in the foregoing sentence with respect to the Restricted 
Securities held by Employee Stockholders being greater than the reduction 
rate applicable to Common Stock of any other holder to be included in such 
registration pursuant to incidental registration rights.  

                                 ARTICLE IV
                                MISCELLANEOUS

          Section 4.1    LEGEND. The certificates representing the Restricted 
Securities to be held by each of the Stockholders shall bear the following 
legend in addition to any other legend that may be required from time to time 
under applicable law or pursuant to any other contractual obligation:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,
     SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER")
     EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF A STOCKHOLDERS AGREEMENT
     DATED AS OF FEBRUARY 2, 1999.  ANY TRANSFEREE OF THESE SECURITIES
     TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENT, A COPY OF WHICH IS ON
     FILE WITH THE COMPANY.

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE
     SECURITIES LAWS, AND NO TRANSFER OF THESE SECURITIES MAY BE MADE
     EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION 


                                       

<PAGE>

     STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH 
     RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY 
     OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE 
     REQUIREMENTS OF THE ACT.

          Each of the parties hereto agrees that it will not transfer any 
Restricted Securities without complying with each of the restrictions set 
forth herein and agrees that in connection with any such transfer it will, if 
requested by the Company, deliver at its expense to the Company an opinion of 
counsel, in form and substance reasonably satisfactory to the Company and 
counsel for the Company, that such transfer is not in violation of the 
securities laws of the United States of America or any state thereof or any 
Gaming Laws.

          Section 4.2    NOTICES.  All notices, requests, claims, demands and 
other communications under this Agreement shall be in writing and shall be 
deemed given if delivered personally or sent by overnight courier (providing 
proof of delivery) to each party at the address of such party set forth below 
such party's signature on this Agreement or to such address as the party to 
whom notice is to be given may provide by like notice to each of the other 
parties to this Agreement, a copy of which notice shall be on file with the 
Secretary of the Company.

          Section 4.3    INTERPRETATION.  When a reference is made in this 
Agreement to an Article, Section or Schedule, such reference shall be to an 
Article or Section of or a Schedule to, this Agreement unless otherwise 
indicated.  The table of contents and headings contained in this Agreement 
are for reference purposes only and shall not affect in any way the meaning 
or interpretation of this Agreement. Whenever the words "include," "includes" 
or "including" are used in this Agreement, they shall be deemed to be 
followed by the words "without limitation."  The Transfer Restrictions 
Agreement and the transactions contemplated by it are transactions 
contemplated by this Agreement. To the extent any restriction on the 
activities of the Company or its Subsidiaries under the terms of this 
Agreement requires prior approval under any Gaming Law, such restriction 
shall be of no force or effect unless and until such approval is obtained.  
If any provision of this Agreement is illegal or unenforceable under any 
Gaming Law, such provision shall be void and of no force or effect.


                                       

<PAGE>

          Section 4.4    COUNTERPARTS.  This Agreement may be executed in one 
or more counterparts, all of which shall be considered one and the same 
agreement and shall become effective when one or more counterparts have been 
signed by each of the parties and delivered to the other parties.

          Section 4.5    ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.  
This Agreement constitutes the entire agreement, and supersede all prior 
agreements and understandings, both written and oral, among the parties with 
respect to the subject matter of this agreement and are not intended to 
confer upon any Person other than the parties any rights or remedies 
hereunder. 

          Section 4.6    GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, 
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEVADA, WITHOUT 
REGARD TO ANY APPLICABLE CONFLICTS OF LAW.

          Section 4.7    GAMING LAWS.  Each of the provisions of this 
Agreement is subject to and shall be enforced in compliance with the Gaming 
Laws.

          Section 4.8     ASSIGNMENT.  Neither this Agreement nor any of the 
rights, interests or obligations under this Agreement shall be assigned, in 
whole or in part, by operation of law or otherwise by any of the parties 
without the prior written consent of the other parties, PROVIDED that Voteco 
and Colony III may assign, in its sole discretion, any of or all its rights, 
interests and obligations under this Agreement to any affiliate of Colony 
Capital, Inc. that assumes Voteco's and Colony III's obligations hereunder; 
PROVIDED FURTHER that, notwithstanding any provision of this Agreement, no 
consent of the parties hereto shall be required under this Section 4.8 for 
the Company to consummate a merger or consolidation so long as such surviving 
corporation assumes the Company's obligations hereunder.  Subject to the 
preceding sentence, this Agreement will be binding upon, inure to the benefit 
of, and be enforceable by, the parties and their respective successors and 
assigns.

          Section 4.9    ENFORCEMENT.  The parties agree that irreparable 
damage would occur in the event that any of the provisions of this Agreement 
were not performed in accordance with their specific terms or were otherwise 
breached. It is accordingly agreed that the parties shall be entitled to an 
injunction or injunctions to prevent breaches of this Agreement and to 
enforce specifically the terms and provisions of this Agreement in any court 
of the United States located in the State of Nevada or in Nevada state court, 
this being in addition to any other remedy to which 

                                       

<PAGE>

they are entitled at law or in equity.  In addition, each of the parties 
hereto (a) consents to commit itself to the personal jurisdiction of any 
Federal court located in the State of Nevada or any Nevada state court in the 
event any dispute arises out of this Agreement or any of the transactions 
contemplated by this Agreement, (b) agrees that it will not attempt to deny 
or defeat such personal jurisdiction by motion or other request for leave 
from any such court and (c) agrees that it will not bring any action relating 
to this Agreement or any of the transactions contemplated by this Agreement 
in any court other than a Federal or state court sitting in the State of 
Nevada.

          Section 4.10   AMENDMENTS AND WAIVERS.  Except as expressly 
provided herein, this Agreement may not be amended except by an instrument in 
writing signed on behalf of the holders of not less than a majority of all 
shares of Restricted Stock held by all Stockholders, PROVIDED that the 
approval of Voteco shall be required in any event; PROVIDED FURTHER that any 
amendment that (i) affects the rights of holders of any class of Common 
Stock, which amendment does not equally affect the rights of all holders of 
shares of such class equally on a per share basis, and (ii) affects adversely 
the rights of any Employee Stockholder hereunder, shall require the written 
consent of Employee Stockholders holding at least a majority of all 
Restricted Securities held by Employee Stockholders; and PROVIDED FURTHER any 
amendment shall not affect the rights as a holder of Restricted Securities of 
any Employee Stockholder more adversely than any other Employee Stockholder.  
Voteco shall not enter into any agreement or other arrangement in 
contemplation or connection with such amendment or waiver with any individual 
Employee Stockholder that is related to the matters governed by this 
Agreement unless such agreement applies equally or pro rata to all Employee 
Stockholders.  The agreement or consent of the Company shall not be required 
to amend this agreement 

          Section 4.11   SEVERABILITY.  If one or more provisions of this 
Agreement are held to be unenforceable under applicable law, such provision 
shall be excluded from this Agreement and the balance of the Agreement shall 
be interpreted as if such provision were so excluded and shall be enforceable 
in accordance with its terms to the fullest extent permitted by law.

          Section 4.12   CUMULATIVE REMEDIES.  All rights and remedies of 
either party hereto are cumulative of each other and of every other right or 
remedy such party may otherwise have at law or in equity, and the exercise of 
one or more rights or remedies shall not prejudice or impair the concurrent 
or subsequent exercise of other rights or remedies.


                                       

<PAGE>

          Section 4.13   ARBITRATION; DISPUTE RESOLUTION PROCESS.  The 
parties hereby agree that, in order to obtain prompt and expeditious 
resolution of any disputes under this Agreement, each claim, dispute or 
controversy of whatever nature, arising out of, in connection with, or in 
relation to the interpretation, performance or breach of this Agreement (or 
any other agreement contemplated by or related to this Agreement), including 
without limitation any claim based on contract, tort or statute, or the 
arbitrability of any claim hereunder (an "ARBITRABLE CLAIM"), shall be 
settled, at the request of any party of this Agreement, exclusively by final 
and binding arbitration conducted in Las Vegas, Nevada.  All such Arbitrable 
Claims shall be settled by three arbitrators in accordance with the 
Commercial Arbitration Rules then in effect of the American Arbitration 
Association (the "CAR").  EACH PARTY HERETO EXPRESSLY CONSENTS TO, AND WAIVES 
ANY FUTURE OBJECTION TO, SUCH FORUM AND ARBITRATION RULES.  Judgment upon any 
award may be entered by any state or Federal court having jurisdiction 
thereof.  Except as required by law (including, without limitation, the rules 
and regulations of the Commission and any stock exchange or quotation system 
which the Restricted Securities are listed on or qualified for inclusion in), 
no party nor the arbitrator shall disclose the existence, content, or results 
of any arbitration hereunder without the prior written consent of all 
parties.  Except as provided herein, the Nevada Revised Statutes shall govern 
the interpretation, enforcement and all proceedings pursuant to this Section 
4.13.

          The arbitrators referenced herein shall provide a written statement 
to all parties to this Agreement setting forth the substantive basis of such 
arbitrators' resolution of any Arbitrable Claim.

          Adherence to this dispute resolution process shall not limit the 
right of the parties hereto to obtain any provisional remedy, including 
without limitation, injunctive or similar relief, from any court of competent 
jurisdiction as may be necessary to protect their respective rights and 
interests pending arbitration.  Notwithstanding the foregoing sentence, this 
dispute resolution procedure is intended to be the exclusive method of 
resolving any Arbitrable Claims arising out of or relating to this Agreement. 
 The parties further agree that the nature, scope and timing of any 
production of documents or other information or witness in respect of the 
resolution of any Arbitrable Claim pursuant to this Section 4.13 shall be in 
accordance with the CAR.

          The arbitration procedures shall follow the substantive law of the 
State of Nevada, including the provisions of statutory law dealing with 
arbitration, as 

                                       

<PAGE>

it may exist at the time of the demand for arbitration, insofar as said 
provisions are not in conflict with this Agreement and specifically excepting 
therefrom sections of any such statute dealing with discovery and sections 
requiring notice of the hearing date by registered or certified mail.

          Section 4.14   WAIVER OF JURY TRIAL.  Consistent with Section 4.13, 
each signatory to this Agreement further waives its respective right to a 
jury trial of any claim or cause of action arising out of this Agreement or 
any dealings between any of the signatories hereto relating to the subject 
matter of this Agreement.  The scope of this waiver is intended to be 
all-encompassing of any and all disputes that may be filed in any court and 
that relate to the subject matter of this Agreement, including, without 
limitation, contract claims, tort claims, and all other common law and 
statutory claims.  This waiver is irrevocable, meaning that it may not be 
modified either orally or in writing, and this waiver shall apply to any 
subsequent amendments, supplements or other modifications to this Agreement 
or to any other document or agreement relating to the transactions 
contemplated by this Agreement.

          Section 4.15   TERM.  (a)  Unless earlier terminated by an 
instrument in writing amending this Agreement pursuant to Section 4.10, this 
Agreement shall terminate if (1) Employee Stockholders or their Related 
Parties no longer beneficially own any shares of Restricted Securities or (2) 
Voteco, Colony III or their respective Affiliates own Restricted Securities 
representing less than 25 percent of the then-outstanding common equity of 
the Company (except if any purported Transfer of such Restricted Securities 
that results a condition set forth in clause (1) or (2) is in violation of 
this Agreement).

               (b)  Any Employee Stockholder, upon ceasing to beneficially 
own any shares of Restricted Securities, shall cease to be party to or have 
any rights under this Agreement.

          Section 4.16   REPRESENTATION BY COUNSEL.  Each party hereto 
represents and agrees with each other that it has been represented by or had 
the opportunity to be represented by, independent counsel of its own 
choosing, and that it has had the full right and opportunity to consult with 
its respective attorney(s), that to the extent, if any, that it desired, it 
availed itself of this right and opportunity, that it or its authorized 
officers (as the case may be) have carefully read and fully understand this 
Agreement in its entirety and have had it fully explained to them by such 
party's respective counsel, that each is fully aware of the contents thereof 
and its meaning, intent and legal effect, and that it or its authorized 
officer (as the case may be) is 

                                       

<PAGE>

competent to execute this Agreement and has executed this Agreement free from 
coercion, duress or undue influence.  The parties to this Agreement 
participated jointly in the negotiation and drafting of this Agreement.  If 
an ambiguity or question of intent or interpretation arises, then this 
Agreement will be construed as if drafted jointly by the parties to this 
Agreement, and no presumption or burden of proof will arise favoring or 
disfavoring any party to this Agreement by virtue of the authorship of any of 
the provisions of this Agreement.

          Section 4.17   RELATIONSHIP TO OTHER AGREEMENTS.  The provisions of 
this Agreement shall be in addition to, and shall not be affected (except as 
expressly provided herein) by, the provisions of the Stock Agreement and the 
Deferred Compensation Agreement that the Company has entered into with each 
Qualified Stockholder as of the date hereof and any modification thereof, or 
the provisions of any other agreement that such parties may enter into 
hereafter.

                           (Signature pages follow)

                                       

<PAGE>



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be duly executed as of the date first above written.

                              HARVEYS CASINO RESORTS
                         
                              By:  /s/ JOHN J. MCLAUGHLIN 
                                   -----------------------------------
                                   Name:     John J. McLaughlin
                                   Title:    Senior Vice President, Chief 
                                             Financial Officer, Treasurer

                              ADDRESS:  Highway 50 and Stateline Avenue
                                        Lake Tahoe, Nevada 89449
                                        Attn:  President

                               COLONY HCR VOTECO, LLC


                               By:  /s/ KELVIN L. DAVIS
                                   ----------------------------------
                                   Name:     Kelvin L. Davis
                                   Title:    Member

                                   ADDRESS: 1999 Avenue of the Stars, Suite 1200
                                            Los Angeles, California  92718
                                            Telecopy:     (310) 282-8813



                           STOCKHOLDERS AGREEMENT


                                       

<PAGE>


                                    COLONY INVESTORS III, L.P.

             
                                    By:  COLONY CAPITAL III, L.P.,
                                         its general partner


                                    By:  COLONY GP III, INC.,
                                         its general partner

             
                                    By:  /s/ KELVIN L. DAVIS
                                        ------------------------------
                                        Name:     Kelvin L. Davis
                                        Title:    President and Chief 
                                                  Operating Officer


                                    ADDRESS:  1999 Avenue of the Stars, 
                                              Suite 1200
                                              Los Angeles, California  92718
                                              Telecopy:     (310) 282-8813


                                    /s/ CHARLES W. SCHARER
                                    ------------------------------
                                    CHARLES W. SCHARER


                                    ADDRESS:  c/o Harveys Casino Resorts
                                              Highway 50 and Stateline Avenue
                                              Lake Tahoe, Nevada 89449


                                   /s/ STEPHEN L. CAVALLARO
                                   -----------------------------------
                                   STEPHEN L. CAVALLARO

                                   ADDRESS:  c/o Harveys Casino Resorts
                                             Highway 50 and Stateline Avenue
                                             Lake Tahoe, Nevada 89449



                       STOCKHOLDERS AGREEMENT

                                       

<PAGE>




                                     /s/ JOHN J. MCLAUGHLIN        
                                     ------------------------------ 
                                     JOHN J. MCLAUGHLIN

                                     ADDRESS:  c/o Harveys Casino Resorts
                                               Highway 50 and Stateline Avenue
                                               Lake Tahoe, Nevada 89449


                       STOCKHOLDERS AGREEMENT


                                       

<PAGE>


                                                           SCHEDULE A


                      LIST OF STOCKHOLDERS


Colony HCR Voteco, LLC

Colony Investors III, L.P.

Charles W. Scharer

Stephen L. Cavallaro

John J. McLaughlin

Gary D. Armentrout*

Edward B. Barraco*

John R. Bellotti*

James J. Rafferty*

Kevin O. Servatius*

Verne H. Welch, Jr.*


---------------
* To be party by Joinder dated no later than February 9, 1999.


                                       

<PAGE>


                                                      EXHIBIT 1


                            [FORM OF]

                 STOCKHOLDERS AGREEMENT JOINDER


     As of the date set forth below, the undersigned is [acquiring from
_______________________ ("       ")][being issued] [options to acquire]
__________ shares of the _________________ Stock (the "SHARES"), of Harvey
Casino Resorts (the "COMPANY").  By execution of this Stockholders Agreement
Joinder, the undersigned[, as successor to _______ in respect of the Shares,]
shall be deemed to be a party to that certain Stockholders Agreement, dated as
of February 2, 1999, by and between the Company and the Stockholders identified
therein (the "STOCKHOLDERS AGREEMENT").  Pursuant to Section 4.8 (but subject to
Sections 2.2 and 2.3) of the Stockholders Agreement, the undersigned[, as
successor to _______ in respect of the Shares,] shall have all rights, and shall
observe all the obligations, applicable to a "STOCKHOLDER" as set forth in the
Stockholders Agreement.  In order to give effect to this transaction, please add
the undersigned to the list of "Stockholders" as set forth in Schedule A to the
Stockholders Agreement.



Name: __________________________



ADDRESS:



     By:  ____________________________
          Name:
          Title:



 Date: