05/01/98
DSO/mja
AC-158785/4


                                7
              SETTLEMENT & ADMISSION FEE AGREEMENT
                                
                                
STATE OF LOUISIANA

PARISH OF CALCASIEU

           BE  IT KNOWN, that on the dates hereinafter set forth,
before  the  undersigned Notaries Public, duly  commissioned  and
qualified in and for the state and parish aforesaid, and  in  the
presence of the undersigned competent witnesses, personally  came
and  appeared  PLAYERS  LAKE CHARLES, LLC,  a  Louisiana  limited
liability  company  ("PLC")  and  SHOWBOAT  STAR  PARTNERSHIP,  a
Louisiana  general partnership ("SSP"; PLC and SSP  are  separate
taxable  entities, but are collectively referred  to  herein  for
convenience as the "Operators"), herein represented by  Catherine
A.  Walker,  the duly authorized officer of Players Lake  Charles
Riverboat,  Inc.,  the Managing Member of  PLC,  and  of  Players
Riverboat Management, Inc., the Managing Partner of SSP; and  the
CITY OF LAKE CHARLES, LOUISIANA, a body politic and corporate  of
the  State  of Louisiana (hereinafter called the "City"),  herein
represented  by Willie L. Mount, its duly authorized  Mayor,  who
declared that:

           PLC  is  the  owner of a riverboat gaming  vessel
     currently  known  as  the  "Players  III  Casino"  (the
     "Players Casino").

           SSP  is  the owner of a riverboat gaming vessel currently
known  as  the  "Star Casino" (the "Star Casino";  the  Players
Casino   and   the  Star  Casino  are  sometimes  referred   to
collectively herein as the "Casinos"). The term "Casinos" shall
include all replacement or successor riverboat gaming vessel(s)
of either or both of the casinos named herein.

           Each  of  Operators currently holds a license  to
     operate  their  respective  Casinos  in  the  State  of
     Louisiana by the Louisiana Riverboat Gaming Enforcement
     Division  of  the  Gaming Enforcement  Section  of  the
     Office of State Police, Department of Public Safety and
     Corrections (the "Division").

           Pursuant to the approval of the Louisiana  Gaming
     Control   Board,  successor  agency  to  the  Louisiana
     Riverboat  Gaming  Commission  (the  "Commission")  the
     berthing site for both of the Casinos is located  at  a
     common  site  in  the City, known as 507  N.  Lakeshore
     Drive, Lake Charles, Louisiana (the "Site").

           PLC  owns and operates certain hotel, dining  and
     entertainment  facilities at the Site, related  to  the
     Casinos,  for  the  mutual benefit of  both  Operators,
     pursuant to agreements between the Operators.

           Operators and the City are parties to  a  certain
     Development Agreement dated as of January 27, 1995 (the
     "Existing Development Agreement").

           Certain disputes have arisen among Operators, the
     City,   McNeese  State  University,  Sowela   Technical
     Institute  (a/k/a/  Louisiana Technical  College),  the
     Calcasieu Parish School Board and the Calcasieu  Parish
     Police Jury,  regarding the calculation and payment  of
     certain  admission fees ("Section 27:93A Fees") payable
     under an ordinance enacted by the City pursuant to  the
     provisions now codified at La.R.S. 27:93A(1) and  under
     a Resolution passed by the Calcasieu Parish Police Jury
     pursuant  to  the  provisions now codified  at  La.R.S.
     27:93A(6)   of   the   Louisiana   Riverboat   Economic
     Development   and  Gaming  Control  Act  (the   "Act").
     McNeese  State  University, Sowela Technical  Institute
     (a/k/a/ Louisiana Technical College), and the Calcasieu
     Parish School Board are referred to hereinafter as  the
     "Educational Institutions".  As used herein,  the  term
     "Police  Jury"  refers to the Calcasieu  Parish  Police
     Jury.

           Operators have filed a certain action in the 19th
     Judicial  District Court for the Parish of  East  Baton
     Rouge,  State of Louisiana styled Players Lake Charles,
     LLC  and  Showboat Star Partnership vs.  City  of  Lake
     Charles  and  the Louisiana Gaming Control Board,  Case
     No.  447512-N; and the City has filed an action in  the
     14th   Judicial  District  Court  for  the  Parish   of
     Calcasieu,  State  of  Louisiana styled  City  of  Lake
     Charles  vs. Players Lake Charles, L.L.C. and  Showboat
     Star  Partnership,  Case  No.  98-1473  (together,  the
     "Actions").

            Operators,   the   City  and   the   Educational
     Institutions desire, by this Agreement, to: (1)  settle
     and  resolve  such disputes amicably, and  dismiss  the
     Actions  with  prejudice, by  virtue  of  the  specific
     agreements and as more particularly provided in Article
     III  hereof;  and  (2) provide for a  new  arrangement,
     going forward, effective  from and as of March 1,  1998
     (the "Effective Date"), for calculation and payment  of
     the  Section 27:93A Fees, as more particularly provided
     in the other Articles hereof.

     NOW  THEREFORE, for and in consideration of the  mutual
     and  dependent agreements of the City and the Operators
     hereinafter set forth, Operators and the City agree  to
     the following:

                                
                            ARTICLE I
                                
                       SECTION 27:93A FEES

     Section 1.1.  Legally Mandated Admission Fees.

      (a)   From and after the Effective Date, in accordance with
the  Act,  for so long as the provisions now codified at  La.R.S.
27:93A(6)  and  La.R.S. 27:93A(1) of the Act apply to  Operators,
and  for  so long as the Casinos, or either of them, are  located
and  operated  at  a site in the City of Lake Charles,  Operators
shall  pay  to  the  City  a  fee (the  "Admission  Fee"),  which
Admission Fee shall be equal to the greater of (i) $7,025,000 per
annum  (the  "Guarantee Amount") or (ii) 4.20%  (the  "Applicable
Percentage") of the Net Gaming Proceeds (as defined in  the  Act)
of  the Casinos.  The Admission Fee shall be paid monthly  on  or
before the 20th day of each calendar month (commencing April  20,
1998),  based  upon  one-twelfth (1/12) of the  Guarantee  Amount
(commencing  with  March, 1998).  The Guarantee Amount  shall  be
subject  to proration, adjustment or credit as provided  in  this
Agreement.  Net Gaming Proceeds earned before the Effective  Date
shall not be included in computation of the Admission Fee.

      (b)    Operators' obligation to pay the excess, if any,  of
the  Applicable Percentage of the Operators' Net Gaming Proceeds,
over the Guarantee Amount already paid, shall be determined on  a
calendar  year  basis, in arrears as of the end of each  calendar
year, commencing as of the end of calendar 1998.  Such excess, if
any,  shall be paid by January 31 of the following calendar year.
The  Guarantee Amount for calendar year 1998 shall  be  prorated,
based  on  the number of months remaining in calendar 1998  after
the  Effective  Date.  Therefore, Operators,  the  City  and  the
Educational  Institutions  agree that the  Guarantee  Amount  for
calendar 1998 shall be $5,854,167.00.

      (c)   At  March  1,  2003, the Guarantee  Amount  shall  be
increased  or decreased by the same percentage that the  Consumer
Price   Index  (as  herein  defined  and  specified,  the  "CPI")
increases  or decreases from March 1, 1998 to February 28,  2003,
but  in no event increased or decreased by more than ten  percent
(10%).   At  March 1, 2008 and each date which is a  multiple  of
five  (5)  years thereafter (i.e., March 1, 2013, March 1,  2018,
etc.)  (each,  an "Adjustment Date"), the then-current  Guarantee
Amount  shall  be  increased or decreased by the same  percentage
that  the CPI increases or decreases from the date which is  five
(5)  years  prior  to  that Adjustment Date  (i.e.,  a  five-year
period), but in no event increased or decreased by more than  ten
(10%) percent on any such Adjustment Date.

      (d)   As  used herein, "CPI" shall mean the Consumer  Price
Index for All Urban Consumers (CPI-U) - South Census Region,  All
Items (1982-84 = 100) published by the Bureau of Labor Statistics
of  the  U.S.  Department of Labor.  If this index is  no  longer
published, the "CPI" shall mean the index of consumer  prices  in
the U.S. most closely comparable to the discontinued index, after
making   such  adjustments  in  items  included  for  method   of
compensation  as may be prescribed by the agency  publishing  the
same  or  as otherwise may be required to compensate for  changes
affecting  such  replacement index subsequent  to  the  Effective
Date.

      (e)   From  and  after  the actual commencement  of  "hard"
construction  of  the  improvements to  the  eastbound  lanes  of
Interstate  10  in Calcasieu Parish (the "Start Date")  from  the
eastern foot of the I-10 bridge over the Calcasieu River  to  the
Bilbo   Street  I-10  on-ramp  (the  "I-10  Construction"),   the
Guarantee  Amount shall be subject to reduction  as  provided  in
this subsection (e).

          (i)  The Net Gaming Proceeds of the Operators shall  be
          computed  as  of the last day of the sixth  (6th)  full
          calendar  month after the Start Date, or  the  date  of
          completion  of  the  I-10  Construction,  whichever  is
          earlier (the "Computation Date"), looking back on a  12
          calendar month basis.
          
          (ii)  If the Operators' Net Gaming Proceeds amount  for
          such 12-month period is an amount less than One Hundred
          Fifty Million Dollars ($150,000,000)(such deficit being
          referred  to  herein as the "Revenue Shortfall"),  then
          the Guarantee Amount for the calendar year in which the
          Computation  Date falls shall be reduced by  an  amount
          equal  to  five  percent (5%) of the Revenue  Shortfall
          amount,  up  to  a  maximum reduction of  Five  Hundred
          Thousand Dollars ($500,000).
          
          (iii)     The Revenue Shortfall shall be calculated  on
          a  12-month basis as of the Computation Date,  and  the
          foregoing  reduction (if any) to the  Guarantee  Amount
          shall  be made, regardless of whether there is actually
          a Revenue Shortfall for the calendar year in which such
          computation  is  made.  No further  reductions  to  the
          Guarantee  Amount shall be made under  this  subsection
          (e).
          
          (iv) The reduction in the Guarantee Amount, computed as
          provided  herein, shall be applied against the  monthly
          payment  of the Guarantee Amount (under subsection  (a)
          hereof) next coming due.

     Section 1.2.  Education Fee.

      (a)   Operators, the City, and the Educational Institutions
acknowledge that for so long as the Casinos, or either  of  them,
are  located and operated at a site in the City of Lake  Charles,
and  for so long as the Police Jury is legally authorized to levy
a  fee  (the  "Education  Fee") pursuant to  the  provisions  now
codified at La.R.S. 27:93A(6), the Admission Fee amounts  payable
to  the  City hereunder shall include (and the City shall collect
as part of the Admission Fee, and pay directly to the Educational
Institutions  pursuant to a separate agreement between  the  City
and  the Educational Institutions) an Education Fee equal to  the
greater  of  (i) $950,000.00 per annum (the "Education  Guarantee
Amount") or (ii) 0.57% (the "Education Applicable Percentage") of
the  Net  Gaming  Proceeds of the Casinos.  The  percentage-based
Education  Fee is in lieu of the per passenger admission  fee  of
$.50  authorized  by  the  provisions  now  codified  at  La.R.S.
27:93A(6).  From and after the Effective Date, the Education  Fee
shall  be  paid  by  the  City  to the  Educational  Institutions
monthly, upon receipt of Operators' payment of the Admission  Fee
as  set  forth  in  Sections  1.1(a)  through  (e)  hereof.   The
Education   Guarantee  Amount  shall  be  subject  to  proration,
adjustment or credit as provided in this Agreement.

       (b)    The   City's  obligation  to  pay  the  Educational
Institutions the excess, if any, of the Education Fee based  upon
the  Education Applicable Percentage of the Operators' Net Gaming
Proceeds over the Education Guarantee Amount already paid,  shall
be  determined on a calendar year basis, in arrears as of the end
of each calendar year, commencing as of the end of calendar 1998.
Such excess, if any, shall be paid by January 31 of the following
calendar year.  The Education Guarantee Amount for calendar  year
1998  shall be prorated, based on the number of months  remaining
in  calendar 1998 after the Effective Date.  Therefore, the  City
and   the  Educational  Institutions  agree  that  the  Education
Guarantee  Amount  for calendar 1998 shall be  $791,667.00.   The
City  and  the  Educational Institutions agree further  that  the
Education  Guaranty  Amount shall be  subject  to  adjustment  or
credit  in  the same manner as the Guaranty Amount,  pursuant  to
Sections 1.4 (c), (d) and (e) hereof, as if those provisions were
fully set forth at this place.

      (c)  The City and Educational Institutions acknowledge  and
agree  that Operators' only payment obligation under this Article
I is the payment of the Admission Fee to the City as specified in
Section  1.1  hereof; and that so long as Operators satisfy  such
Admission Fee payment obligation, the Education Fee shall be  the
payment obligation of the City alone, and Operators shall have no
separate liability for same.

     Section 1.3.   Impact of Dockside; Other Events.  Operators,
the  City and the Educational Institutions acknowledge and  agree
that,   except  as  expressly  provided  herein,  this  Agreement
represents  their exclusive agreement and arrangement  concerning
admission  or  other similar fees, including those  now  codified
under  the  provisions  of La.R.S. 27:93A(1)  and  27:93A(6),  or
payments in lieu thereof, for so long as such admission or  other
similar  fees (including those now codified under the  provisions
of  La.R.S. 27:93A(1) and 27:93A(6)) are authorized, and  for  so
long  as  the  Casinos, or either of them, shall be  located  and
operated at a site in the City of Lake Charles.  Therefore,  this
Agreement   shall  not  be  subject  to  termination,   and   the
obligations of Operators under this Agreement (including  without
limitation,  the  obligations  of  Operators  to  make   payments
hereunder to the City or any other person or entity) shall not be
subject to increase, decrease or renegotiation in the event  that
dockside  gaming  is authorized; nor in the event  of  any  other
beneficial legislation or other development for Operators or  the
City;  nor  in  the  event  of the enactment  of  any  additional
admission  fees  (or  similar taxes, fees  or  payments  in  lieu
thereof) payable, directly or indirectly, to the City and/or  the
Educational Institutions; nor in the event of any increase in the
authorized  or permissible rate or amount of such admission  fees
(or similar taxes, fees or payments in lieu thereof), whether  or
not  relating  to  any such development.  This  Agreement  shall,
however,   be   subject  to  termination  and  renegotiation   as
specifically provided in Article VII hereof.

      Section  1.4.   Separate Obligation.  Operators' obligation
to  pay  the  Admission Fee hereunder relates  to  the  statutory
obligations  of  the  Operators to the City and  the  Educational
Institutions,  respectively, on a going forward  basis  from  and
after  the  Effective  Date, and is an  obligation  separate  and
distinct  from  the  Settlement Payments  in  settlement  of  the
Actions under Article III hereof.

      Section 1.5.  Nature of Agreement.  Operators, the City and
the Educational Institutions agree that this Agreement represents
a  contractual  arrangement, binding  upon  all  parties  hereto,
applicable  in lieu of the statutory authority to levy  admission
fees  given  to  the  City  and  the  Police  Jury  (and/or   the
Educational  Institutions), including  without  limitation  those
provisions  now  codified  in the Act at  La.R.S.  27:93A(1)  and
27:93A(6),  respectively.  Therefore,  in  consideration  of  the
Admission  Fees paid by the Operators to the City hereunder,  the
City  and the Educational Institutions hereby waive, for so  long
as this Agreement remains in effect, any existing or future right
that any of them may have to levy the fee currently authorized by
the  Act  in  La.R.S.  27:93A(1)  or  27:93A(6),  or  any  future
substitute, increased or additional fee with respect thereto.


                           ARTICLE II
                                
                 EXISTING DEVELOPMENT AGREEMENT
                                
      The  Existing Development Agreement is and shall remain  in
full  force  and  effect,  binding upon the  parties  thereto  in
accordance   with  its  terms,  notwithstanding  the   execution,
delivery and performance of this Agreement.
                                

                           ARTICLE III
                                
                     EXISTING PAYMENT CLAIMS
                                
      Section 3.1.  Settlement of Actions.  The existing disputes
among  the  City, the Educational Institutions and the Operators,
including  those  evidenced by the Actions,  involve  claims  and
counterclaims  by  the  City, Educational  Institutions  and  the
Operators  regarding calculation and payment  of  Section  27:93A
Fees  prior to the Effective Date (the "Payment Claims").

       Section  3.2.   Settlement  Payments.   Without  admitting
liability for any Payment Claims, Operators hereby agree  to  pay
to the City, and the City hereby agrees to accept from Operators,
in  full and final settlement of the Payment Claims, the  sum  of
Four  Million  Dollars  ($4,000,000.00), together  with  interest
thereon  at the rate of six percent (6%) per annum, in  ten  (10)
equal  annual  installments of combined principal  and  interest,
each in the amount of $543,475.00, such payments (the "Settlement
Payments"), totaling $5,434,750.00, commencing April 1, 1999  and
continuing  on  each  April 1 thereafter  until  April  1,  2008.
Notwithstanding the foregoing, Operators shall have the right  at
any  time  to  prepay the principal obligation described  herein,
without  premium or penalty, provided that Operators  shall  also
pay  all interest accrued hereunder at the rate aforesaid through
the date of such prepayment.

      Section  3.3.   Release.   The  City  and  the  Educational
Institutions each hereby irrevocably and unconditionally  RELEASE
and FOREVER DISCHARGE the Operators, their parent, subsidiary and
affiliated  companies,  and the present or  former  officers  and
directors  of  any  of them, as well as their  respective  heirs,
personal  representatives,  successors  and  assigns,  from   all
claims,  counterclaims,  demands,  actions,  causes  of  actions,
suits,  debts,  costs, dues, sums of money, accounts,  covenants,
contracts,   controversies,  agreements,   promises,   variances,
trespasses,   damages,   judgments,  expenses   and   liabilities
whatsoever,  known or unknown, at law or in equity,  relating  in
any  way  to  the Operators' obligations with respect to  Section
27:93A  Fees accrued prior to the Effective Date, the Actions  or
the subject matter thereof.

      Section  3.4.  Dismissal of Actions.  Immediately upon  the
full   execution   of  this  Agreement,  the  City,   Educational
Institutions,  and Operators shall take all actions  and  execute
all  documents  necessary  to  provide  for  the  dismissal  with
prejudice of the Actions.

      Section  3.5.   Separate Obligation; Survival.   Operators'
obligation to pay the Settlement Payments hereunder is a separate
obligation, supported by separate consideration (as described  in
this Article III), and undertaken in full and final settlement of
the   Actions.   As  such,  Operators'  obligation  to  pay   the
Settlement Payments shall survive the termination of any  or  all
of Operators' other obligations hereunder.

      Section 3.6.  Educational Institutions Payment.  The  City,
the  Police Jury and the Educational Institutions acknowledge and
agree that a portion of the Settlement Payments shall be paid  to
the  Educational Institutions by the City pursuant to a  separate
agreement among them, and that such amounts shall constitute full
and final settlement of any Payment Claims of the Police Jury, or
any  of  the  Educational Institutions.  The Settlement  Payments
shall  not be increased based on any separate claim or demand  of
the   Police  Jury, or any of the Educational Institutions.   The
Operators  shall have no liability for any separate or additional
payment  obligations  to  the   Police  Jury,  or  any   of   the
Educational  Institutions,  based  on  the  Payment  Claims,  and
Operators  hereby  admit no liability with respect  to  any  such
Payment  Claims.  If, as a result of such additional or  separate
Payment  Claims  of  the Police Jury, or any of  the  Educational
Institutions, Operators (or either of them) suffer any  liability
in   addition  to  the  amounts  payable  to  the  City  for  the
Educational Institutions under Section 1.2 hereof, then Operators
shall  have  the  right  to  set-off  the  full  amount  of  such
additional liability,  against the amounts (and only  up  to  the
amounts) otherwise payable to the City thereafter for the benefit
of the Educational Institutions under Section 1.2 hereof.
                                
     Section 3.7.  No Admission.  The payments made by Operators,
and  the releases given by the Educational Institutions and City,
respectively, under this Article III, shall not be  construed  as
an  admission of liability by Operators, or either of them, or by
City  or  the  Educational Institutions, of any  kind  or  nature
whatsoever as to any matter.

      Section 3.8.  Fees.  Operators shall, in addition to making
the  Settlement  Payments  under the provisions  of  Section  3.2
hereof,  reimburse  the City for the City's audit  analysis  fees
actually  incurred in connection herewith, up  to  the  aggregate
maximum amount of $55,000.00.
                                
                           ARTICLE IV
                                
        OBLIGATIONS OF CITY AND EDUCATIONAL INSTITUTIONS
                                
      Section 4.1.  Cooperation and Assistance.  The City  hereby
agrees  to  cooperate with and assist Operators  to  the  fullest
possible  extent and in an expeditious manner, without additional
payment  obligation  to  the City, in the  Operators'  respective
efforts  to  develop, maintain and improve the Site  and  operate
their Casinos; provided, however, such cooperation and assistance
shall  not  interfere  with or impair the City  from  setting  or
making   City  policy.   The  foregoing  shall  include,  without
limitation,  an  obligation on the part of the City  to  take  no
action  inconsistent with its prior actions  with  respect  to  a
dockside   gaming   initiative   or   similar   legislative    or
administrative  action  applicable to the Casinos.   Furthermore,
the  City  shall  assist  Operators in the  coordination  of  all
applicable  federal,  state,  parish  and  local  authorities  to
resolve  access, infrastructure and other issues  arising  during
the   course  of  Operators'  improvement  of  the  Site   and/or
maintenance or operation of the Casinos and related facilities.

     Section 4.2.  Repeal of Existing Ordinances.  Promptly after
the execution and delivery of this Agreement, the City shall take
all  necessary  actions  to  repeal or  otherwise  terminate  any
ordinances  or  other  acts  of the City  inconsistent  with  the
provisions of this Agreement, including without limitation,  City
Ordinance Nos. 9939, 10098 and the original 11236.

     Section 4.3.  Repeal of Policy Jury Resolution.  The parties
agree  that, in addition to the conditions specified in a certain
letter  agreement  among  Operators,  the  City  and  Educational
Institutions dated March 24, 1998 (the "Letter Agreement"),  this
Agreement shall not become effective unless and until the  Police
Jury  shall  have  taken,  prior to May 1,  1998,  all  necessary
actions to repeal or otherwise terminate any resolutions or other
acts  of the Police Jury inconsistent with the provisions of this
Agreement,   including  without  limitation,  the   Police   Jury
Resolution  dated August 3, 1995 relating to the  education  fees
payable   by   the  Operators.   The  City  and  the  Educational
Institutions  shall use their respective best efforts  to  secure
from  the Parish such acknowledgements of, and consents to,  this
Agreement, and such other actions (including, without limitation,
repeal of the aforesaid Resolutions), as Operators shall in their
sole  discretion  require, in order to ensure  the  enforcability
hereof.

     Section 4.4.  New Ordinance.  The City hereby represents and
warrants  that the execution and delivery of this Agreement,  and
the  performance  by the City of its obligations hereunder,  have
been duly authorized by a validly adopted City Ordinance that  is
currently  in  full  force and effect.  Each of  the  Educational
Institutions  hereby represents and warrants that  the  execution
and  delivery of this Agreement, and the performance by  them  of
their respective obligations hereunder, have been duly authorized
by all necessary action.


                            ARTICLE V
                                
                          GOVERNING LAW
                                
     This Agreement shall be governed by the laws of the State of
Louisiana.    Any  and  all  disputes  or  misunderstandings   or
disagreements hereunder shall be resolved, and this Agreement may
be  enforced, only in a District Court of the State of Louisiana,
or  in  U.S.  Federal District Court for the State of  Louisiana.
Each party hereto consents to such exclusive jurisdiction.
                                
                           ARTICLE VI
                                
                BENEFIT - SUCCESSORS AND ASSIGNS
                                
      This  Agreement  and  the rights and obligations  contained
herein  shall be binding upon, and inure to the benefit  of,  the
respective successors and assigns of the parties hereto.  PLC and
SSP are separate taxable entities, and except with respect to the
Settlement  Payments under Article III hereof, the  liability  of
Operators  hereunder  shall  be  individual  and  not  joint  and
several.

                           ARTICLE VII
                                
                     CHANGES IN COMPETITION
                                
      Section  7.1.  Operators, the Educational Institutions  and
the  City acknowledge and agree that the obligations of Operators
set  forth in Article I hereof are based upon, and Operators, the
City  and  the  Educational Institutions have acted  in  reliance
upon,  the  competitive and regulatory situation with respect  to
casino  gaming  in  Calcasieu Parish.  In recognition  that  such
competitive and regulatory factors may change subsequent  to  the
date hereof, Operators, the Educational Institutions and the City
agree  that the obligations of Operators set forth in  Article  I
hereof shall terminate on forty-five (45) days' written notice to
the  City,  and  shall thereafter be subject to renegotiation  by
Operators,  the  City  and the Educational Institutions,  in  the
event  of the occurrence of any of the following,  provided  that
at  the  time of Operators' written notice as aforesaid, the  Net
Gaming Proceeds of the Casinos, after any such occurrence(s),  is
below $120,000,000 on an annual basis:

          (a)  if  a riverboat, barge, land-based or other casino
               including  without limitation,  slot  machines  at
               horse  racetrack(s)  (a "Competitive  Casino")  is
               allowed within a one hundred (100) mile radius  of
               the  City  of  Lake Charles, Louisiana,  excepting
               only  the  two  (2)  riverboats operated  on  Lake
               Charles  and  the Calcasieu River by  St.  Charles
               Gaming  Company, Inc. and Grand Palais  Riverboat,
               Inc.,  and  the land-based casino known  as  Grand
               Casino Coushatta in Kinder, Louisiana; or
          
          (b)  if a Competitive Casino is allowed in the State of
               Texas  that  has  a  material  adverse  impact  on
               Operators; or
          
          (c)  if  a change in law or regulation is passed by the
               State  of  Louisiana  or any agency  or  political
               subdivision  thereof is passed, that  directly  or
               indirectly   prohibits   or   materially    limits
               Operators  from lawfully operating the Casinos  at
               the Site.

      Section  7.2.  Operators, the Educational Institutions  and
the  City  agree, in the event of the occurrence of  any  of  the
matters  set forth in Section 7.1 hereof, so long as both Casinos
are  then  operated from a site in Lake Charles,  Louisiana,  and
provided  that the Net Gaming Proceeds of the Casinos, after  any
such occurrence(s), is below $120,000,000 on an annual basis,  to
renegotiate in good faith the financial obligations of  Operators
(other  than  the  Settlement Payments) set forth  in  Article  I
hereof.   In  the event this Agreement terminates as contemplated
under this Article VII, each party hereto shall retain its rights
available under the Act and other applicable law.

      Section 7.3.  Effect of Article; Termination.  If  for  any
reason  one of the Casinos is no longer operated from a  site  in
Lake  Charles, Louisiana, then from and after the date it  ceases
to  operate  in Lake Charles, the provisions of this Article  VII
shall  no longer apply, but the remainder of this Agreement shall
remain in effect, binding in accordance with its terms.


                          ARTICLE VIII
                                
                            APPROVALS
                                
      This Agreement is subject to approval of: (a) the Board  of
Directors  of Players International, Inc. (the parent company  of
the Operators) on or before May 1, 1998; (b) the City Council  of
the  City  on  or  before March 24, 1998; and (c)  the  governing
bodies  of  all the Educational Institutions; all as provided  in
the  Letter Agreement.  This Agreement shall not be effective  or
binding   upon  the  Operators,  the  City  or  the   Educational
Institutions,  unless and until such approval is timely  obtained
for   all   of  the  Operators,  the  City  and  the  Educational
Institutions  in accordance with such letter agreement.   If  any
such  approvals  are  not  timely  obtained  as  aforesaid,  this
Agreement shall be of no force or effect, as if it had never been
executed.  In such event, each of the Operators, the City and the
Educational  Institutions  shall have and enjoy their  respective
rights and remedies with respect to the subject matter hereof, as
if this Agreement had never been executed.


                           ARTICLE IX
                                
                   MODIFICATION AND AMENDMENT
                                
     This Agreement shall not be amended or otherwise modified in
any  manner  except by an instrument in writing executed  by  all
parties  hereto, and all parties joining in the execution hereof.
In  addition,  each of the City and the Educational  Institutions
agrees that it shall not, from and after the date hereof, pass or
enact any ordinances, resolutions or other municipal or corporate
acts contrary to or inconsistent with the provisions hereof,  and
that if any such ordinances or acts are so passed or enacted, the
proper  officers  of  the  City  or  the  respective  Educational
Institutions,  as  applicable, shall take all actions  reasonably
necessary to repeal or otherwise terminate same.
                                
                            ARTICLE X
                                
                  UNDERSTANDINGS AND AGREEMENTS
                                
      This  Agreement,  taken together with the  other  documents
executed  and  delivered by the parties in  connection  herewith,
contains  the entire agreement among the Operators, the City  and
the   Educational  Institutions  with  respect  to  the   matters
contained herein and supersedes all prior agreements.
                                
                                
                           ARTICLE XI
                                
                             NOTICES
                                
      All  notices, demands and requests which may  be  given  or
which  are required to be given by any party to the others, shall
be  in  writing and shall be deemed effective when  either:   (a)
personally  delivered  to the intended  recipient;  (b)  sent  by
certified or registered mail, return receipt requested, addressed
to  the  intended recipient at the address specified  below;  (c)
delivered in person to the address set forth below for the  party
to  which the notice was given; (c) deposited into the custody of
a nationally recognized overnight delivery service such as FedEx,
Airborne,  Emery  or Purolator, addressed to such  party  at  the
address  specified below; or (e) sent by facsimile,  telegram  or
telex,  provided  that  receipt for such facsimile,  telegram  or
telex is verified by the sender and followed by a notice sent  in
accordance  with  one of the other provisions  set  forth  above.
Notices shall be effective on the date of delivery or receipt or,
if  delivery  is not accepted, on the earlier of  the  date  that
deliver is refused or three (3) days after the date the notice is
mailed.   For  purposes  of this Section, the  addresses  of  the
parties for all notices are as follows (unless changes by similar
notice  in  writing  are  given by the  particular  person  whose
address is to be changed):

                If  to  the City, to the City  of  Lake
          Charles,  Louisiana, 326  Pujo  Street,  Lake
          Charles,  Louisiana  70601,  Attention:  Hon.
          Willie  L.  Mount,  Mayor (Fax:   (318)  491-
          1206);

               With a copy to:  John DeRosier, Esquire,
          125   West   School  Street,  Lake   Charles,
          Louisiana 70605 (Fax:  (318) 478-6624);

                If to Operators, or either of them,  to
          Players  Lake  Charles, LLC  and/or  Showboat
          Star  Partnership, c/o Players International,
          Inc.,   1300  Atlantic  Avenue,  Suite   800,
          Atlantic  City, New Jersey 08401,  Attention:
          Howard Goldberg, President (Fax:  (609)  449-
          7765);

                With a copy to:  Patrick Madamba,  Jr.,
          Vice  President and General Counsel,  Players
          International,  Inc.  1300  Atlantic  Avenue,
          Suite  800,  Atlantic City, New Jersey  08401
          (Fax:  (609) 449-7765);

                And  a  copy  to:  Cathy  Walker,  Vice
          President  and General Manager, Players  Lake
          Charles  Riverboat, Inc. (if to  PLC)  and/or
          Players  Riverboat Management,  Inc.  (if  to
          SSP),  507 N. Lakeshore Drive, Lake  Charles,
          Louisiana 70601 (Fax:  (318) 437-1586);

     Any party hereto may designate a different address by notice
     given  to  the other party.  Counsel for any party may  give
     notice on behalf of its client.

                                
                           ARTICLE XII
                                
                          SEVERABILITY
                                
      If  any  provision of this Agreement is held to be invalid,
illegal or unenforceable, that shall not affect or impair, in any
way, the validity, legality or enforceability of the remainder of
this Agreement.


                          ARTICLE XIII
                                
                          MISCELLANEOUS
                                
     Section 13.1.  Construction.  Whenever the context hereof so
requires, reference to the singular shall include the plural  and
the  plural  shall  include the singular; words  denoting  gender
shall be construed to mean the masculine, feminine or neuter,  as
appropriate;  and  specific enumeration  shall  not  exclude  the
general,  but  shall be construed as cumulative  of  the  general
recitation.

     Section 13.2.   Counterparts.  To facilitate execution, this
Agreement  may  be  executed in as many counterparts  as  may  be
convenient  or  required.  It shall not  be  necessary  that  the
signature and acknowledgment of, or on behalf of, each party,  or
that the signature and acknowledgment of all persons required  to
bind  any  party,  appear on each counterpart.  All  counterparts
shall collectively constitute a single instrument.  It shall  not
be  necessary  in making proof of this Agreement  to  produce  or
account  for  more  than  a  single  counterpart  containing  the
respective signatures and acknowledgments of each of the  parties
hereto.

       Section  13.3.   Captions.   The  captions,  headings  and
arrangements used in this Agreement are for convenience only  and
do  not in any way affect, limit, amplify or modify the terms and
provisions hereof.

      Section 13.4.   Rule of Construction.  Operators, the  City
and  the Educational Institutions  acknowledge that each of them,
and their respective counsel, have reviewed and have had input in
the  drafting  of this Agreement, and such parties  hereby  agree
that  normal  rules  of  construction  to  the  effect  that  any
ambiguities  are to be resolved against the drafting party  shall
not  be  employed in the interpretation of this Agreement or  any
amendments or exhibits hereto.

      Section 13.5.   No Third Party Beneficiaries.  No person or
entity  not  a  party  to (or joining in the execution  of)  this
Agreement shall have any third party beneficiary claim  or  other
right hereunder or with respect thereto.

      Section 13.6.  Late Fees.  Operators hereby agree  that  if
any payment required to be made hereunder shall remain unpaid for
ten  (10) days after the date on which the same shall become  due
and  payable, Operators shall pay to the City, in addition to the
delinquent payment, a late fee in an amount equal to five percent
(5%)  of such delinquent payment.  Notwithstanding the foregoing,
the  City and the Educational Institutions acknowledge and  agree
that  certain audits of the Net Gaming Proceeds of the  Operators
will be made by the Operators' auditors, as well as auditors  for
the  Division.  Additional amounts disclosed by, and required  to
be paid solely as a result of, such audit(s) shall not be subject
to  the aforesaid late fee; unless Operators' failure to pay such
amounts  is willful, in which case the amounts unpaid shall  bear
interest  in  favor  of the City at the rate of  fifteen  percent
(15%)  per  annum,  computed  from  the  date  the  payment   was
originally due.


                 {Signatures on Following Pages}
                               PLC

THUS  DONE AND SIGNED in                            the  presence
of  the undersigned competent witnesses, on this ________ day  of
, 1998.

WITNESSES                     PLAYERS LAKE CHARLES, LLC
                               By:  PLAYERS LAKE CHARLES  RIVERBOAT,
INC.,
                                   Managing Member


                              By:
                              Name:
                              Title:


                                
                          NOTARY PUBLIC
                                
                                
                                
                               SSP
                                
THUS  DONE AND SIGNED in                            the  presence
of  the undersigned competent witnesses, on this ________ day  of
, 1998.


WITNESSES                     SHOWBOAT STAR PARTNERSHIP
                               By:   PLAYERS  RIVERBOAT  MANAGEMENT,
INC.,
                                     Managing Partner


                              By:
                              Name:
                              Title:


                                
                          NOTARY PUBLIC
                                

                              CITY
                                
      THUS  DONE  AND SIGNED in Lake Charles, Louisiana,  in  the
presence  of the undersigned competent witnesses, on this  ______
day of ____________, 1998.

WITNESSES:                           CITY   OF   LAKE    CHARLES,
LOUISIANA


                              By:
                                   Willie Mount, Mayor

                                
                                
                                
                          NOTARY PUBLIC
                                

                             JOINDER
                                
      The  undersigned  hereby  join in  the  execution  of  this
Settlement  and  Admission  Fee  Agreement  for  the  purpose  of
evidencing  their consent to, and agreement to be bound  by,  the
provisions hereof.

                                
      THUS  DONE  AND SIGNED in Lake Charles, Louisiana,  in  the
presence  of the undersigned competent witnesses, on this  ______
day of __________, 1998.

WITNESSES:                         CALCASIEU PARISH SCHOOL BOARD


                              By:
                                            ____________________,
President

                                
                                
                                
                          NOTARY PUBLIC
                                
                        JOINDER (cont'd.)
                                
                                
THUS  DONE AND SIGNED in                            the  presence
of  the undersigned competent witnesses, on this ________ day  of
, 1998.


WITNESSES                     McNEESE STATE UNIVERSITY


                              By:
                              Name:
                              Title:


                                
                          NOTARY PUBLIC



THUS  DONE AND SIGNED in                            the  presence
of  the undersigned competent witnesses, on this ________ day  of
, 1998.


WITNESSES                      SOWELA TECHNICAL INSTITUTE  (a/k/a
Louisiana Technical College)


                              By:
                              Name:
                              Title:


                                
                          NOTARY PUBLIC