196347/2
Exhibit 10.77


                           AGREEMENT


      THIS  AGREEMENT, dated as of April 12, 1999  among  PLAYERS
INTERNATIONAL,  INC.,  a  Nevada  corporation   ("PII");  PLAYERS
SERVICES, INC., a New Jersey corporation (the "Company"), jointly
and  severally;  and  RAYMOND A. SPERA, JR., an  individual  (the
"Executive").

                      W I T N E S S E T H:

      WHEREAS, the Company is a wholly-owned subsidiary of PII, a
publicly held Nevada corporation; and

      WHEREAS, the Company and PII consider it essential  to  the
best  interest  of their respective stockholders  to  foster  the
continuous employment of key management personnel;

     WHEREAS, the board of directors of the Company and the Board
(as  hereinafter defined) of PII recognize that, as is  the  case
with many publicly held corporations and their subsidiaries,  the
possibility  of  a  change in control may  exist  and  that  such
possibility, and the uncertainty and questions which it may raise
among  management, may result in the departure or distraction  of
management  personnel to the detriment of PII,  the  Company  and
their respective stockholders;

     WHEREAS, the board of directors of the Company and the Board
of  PII have determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of
certain  members of PII's and the Company's management, including
Executive,  to their assigned duties without distraction  in  the
face  of  potentially disturbing circumstances arising  from  the
possibility of a "Change in Control" (as hereinafter defined)  of
PII and/or the Company; and

      WHEREAS,  in  order to induce Executive to  remain  in  the
employ  of  the  Company  and  in  consideration  of  Executive's
undertakings  set  forth herein, PII and the Company  agree  that
Executive shall receive the severance benefits set forth in  this
Agreement under the circumstances as described below.

      NOW, THEREFORE, in consideration of the premises and mutual
covenants  contained  herein  and for  other  good  and  valuable
consideration,  PII,  the Company and Executive  (individually  a
"Party" and together the "Parties") agree as follows:

1.        Definitions.

            (a)   "Affiliate"  and  "Associate"  shall  have  the
respective meanings ascribed to such terms in Rule 12b-2  of  the
General  Rules and Regulations under the Securities Exchange  Act
of 1934, as amended (the "Exchange Act").

           (b)   "Base  Compensation" shall mean the  Executive's
annual base compensation payable by PII or the Company.

          (c)  "Beneficial Owner" of  any securities shall mean:

                (i)   that  such Person or any of  such  Person's
Affiliates or Associates, directly or indirectly, has  the  right
to acquire (whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement, arrangement
or understanding (whether or not in writing) or upon the exercise
of  conversion  rights,  exchange  rights,  rights,  warrants  or
options, or otherwise; provided, however, that a Person shall not
be  deemed the "Beneficial Owner" of securities tendered pursuant
to  a tender or exchange offer made by such Person or any of such
Person's  Affiliates or Associates until such tendered securities
are accepted for payment, purchase or exchange;

                (ii)  that  such Person or any of  such  Person's
Affiliates or Associates, directly or indirectly, has  the  right
to  vote  or  dispose  of or has "beneficial  ownership"  of  (as
determined  pursuant  to  Rule 13d-3 of  the  General  Rules  and
Regulations under the Exchange Act), including without limitation
pursuant to any agreement, arrangement or understanding,  whether
or  not in writing; provided, however, that a Person shall not be
deemed  the  "Beneficial  Owner"  of  any  security  under   this
subparagraph  (ii)  as a result of an oral or written  agreement,
arrangement  or  understanding to  vote  such  security  if  such
agreement, arrangement or understanding (A) arises solely from  a
revocable  proxy given in response to a public proxy  or  consent
solicitation  made  pursuant  to, and  in  accordance  with,  the
applicable provisions of the General Rules and Regulations  under
the  Exchange Act, and (B) is not then reportable by such  Person
on  Schedule  13D  under the Exchange Act (or any  comparable  or
successor report); or

               (iii)     where voting securities are beneficially
owned,  directly  or  indirectly, by any  other  Person  (or  any
Affiliate or Associate thereof) with which such Person (or any of
such  Person's  Affiliates  or  Associates)  has  any  agreement,
arrangement or understanding (whether or not in writing) for  the
purpose  of  acquiring,  holding, voting (except  pursuant  to  a
revocable proxy as described in the proviso to subparagraph  (ii)
above)  or  disposing  of any voting securities  of  PII  or  the
Company;

provided,  however,  that nothing in this  Paragraph  1(c)  shall
cause  a  Person  engaged  in  business  as  an  underwriter   of
securities  to  be  the  "Beneficial  Owner"  of  any  securities
acquired through such Person's participation in good faith  in  a
firm  commitment underwriting until the expiration of forty  days
after the date of such acquisition.

          (d)  "Board" shall mean the Board of Directors of PII.

          (e)  "Cause" shall mean (i) Executive is convicted of a
felony involving moral turpitude; (ii) Executive uses alcohol  or
any unlawful controlled substance to an extent that it interferes
on a continuing and material basis with the performance of his or
her  duties under the Agreement; (iii) Executive engages  in  the
willful, unauthorized disclosure of Confidential Information,  as
defined  in  Paragraph l(g), concerning PII, the Company  or  any
Subsidiary, unless such disclosure was (A) believed in good faith
by Executive to be appropriate in the course of properly carrying
out  his  or her duties, or (B) required by an order of  a  court
having  jurisdiction  over  the  subject  matter  or  a  summons,
subpoena  or order in the nature thereof of any legislative  body
(including   any  committee  thereof)  or  any  governmental   or
administrative agency; (iv) Executive, other than in  the  course
of  properly carrying out his or her duties as assigned by PII or
the  Company,  performs  services for any  other  corporation  or
Person  that  competes with PII or the Company or any Subsidiary;
(v)  Executive, in carrying out his or her duties as assigned  by
PII  or  the  Company,  engages in  willful  neglect  or  willful
misconduct resulting, or reasonably likely to result,  in  either
case,  in  material economic harm to PII or the  Company,  unless
such act, or failure to act, resulted from Executive's reasonable
belief  that such act or failure to act was in the best interests
of PII or the Company; or (vi) Executive is found disqualified or
not  suitable to hold a casino key employee license or other such
license by a gaming authority in any jurisdiction where PII,  the
Company  or  any  Subsidiary operates a casino and  Executive  is
required to be found qualified, suitable or licensed, as the case
may be.

           (f)  "Change in Control" shall mean the occurrence  of
any one of the following events:
                (i)  any Person (except the Griffin Group or  its
Affiliates and Associates, Company or PII management  as  of  the
Effective Date and their Affiliates and Associates or the Company
or PII, or any employee benefit plan of the Company or PII, or of
any  Affiliate,  any  Person or entity  organized,  appointed  or
established by PII or the Company for or pursuant to the terms of
any such employee benefit plan), together with all Affiliates and
Associates of such Person, shall become the Beneficial  Owner  in
the  aggregate of 30% or more of the Voting Stock of PII  or  the
Company  then outstanding; provided, however, that no "Change  in
Control" shall be deemed to occur during any period in which  any
such Person, and its Affiliates and Associates, are bound by  the
terms  of  a  standstill agreement under which such parties  have
agreed  not  to  acquire more than 30% of the Voting  Stock  then
outstanding or to solicit proxies;

                (ii)  consummation by PII or  the  Company  of  a
reorganization,    merger   or   consolidation    (a    "Business
Combination"),  in  each  case, with  respect  to  which  all  or
substantially all of the individuals and entities  who  were  the
respective  Beneficial Owners of the Voting Stock of PII  or  the
Company   outstanding   immediately  prior   to   such   Business
Combination   do   not,  following  such  Business   Combination,
Beneficially Own, directly or indirectly, more than  50%  of  the
then  outstanding  shares  of Voting  Stock  of  the  corporation
resulting  from  such Business Combination in  substantially  the
same  proportion  as their ownership immediately  prior  to  such
Business Combination of the outstanding Voting Stock;

                (iii)      consummation of a complete liquidation
or dissolution of PII or the Company;

                 (iv)  sale  or  other  disposition  of  all   or
substantially all of the assets of PII or the Company other  than
to  a  corporation with respect to which, following such sale  or
disposition,  more  than 50% of the then  outstanding  shares  of
Voting  Stock is then owned beneficially, directly or indirectly,
by  all or substantially all of the individuals and entities  who
were  the  Beneficial Owners, respectively,  of  the  outstanding
Voting  Stock  immediately prior to such sale or  disposition  in
substantially  the  same  proportion as their  ownership  of  the
outstanding  Voting  Stock immediately  prior  to  such  sale  or
disposition;

                (v)  individuals who, as of the beginning of  any
twenty-four  (24)  month  period,  constitute  the   Board   (the
"Incumbent Board") cease for any reason to constitute at least  a
majority  of the Board, provided that any individual  becoming  a
director  subsequent  to  the  beginning  of  such  period  whose
election  or  nomination for election by PII's  stockholders  was
approved  by a vote of at least a majority of the directors  then
comprising the Incumbent Board shall be considered as though such
individual  were a member of the Incumbent Board, but  excluding,
for this purpose, any such individual whose initial assumption of
office  is  in  connection with an actual or threatened  election
contest relating to the election of members of the Board (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act); or

                (vi) a "change of control" as defined in the form
of  indenture  governing  any  indebtedness  of  PII  shall  have
occurred.

           (g)  "Confidential Information" shall include, but not
be  limited  to, PII's or the Company's financial,  real  estate,
marketing  and  promotional plans and  strategies.   Confidential
Information  does not include information that becomes  available
to the public other than through a breach of the Agreement on the
part of Executive.

           (h)   "Disability"  shall mean  if,  as  a  result  of
Executive's  incapacity  due  to  physical  or  mental   illness,
Executive  shall have been absent from the full-time  performance
of Executive's duties with PII or the Company for six consecutive
months and within thirty days after written notice of termination
is  given  Executive  shall not have returned  to  the  full-time
performance of Executive's duties.
           (i)   "Good  Reason"  shall mean, without  Executive's
express written consent and without Cause, the occurrence  within
twenty-four (24) months after a Change in Control, or within  six
(6) months before a Change in Control, of any of the following:

                (i)   The  assignment to Executive of any  duties
inconsistent with Executive's status as an executive  officer  of
PII  or  the Company or a substantial adverse alteration  in  the
nature  or status of Executive's responsibilities from  those  in
effect  immediately prior to the date that is six  months  before
the Change in Control;

               (ii) Executive's Base Compensation is decreased by
PII  or  the  Company  in  other than an across-the-board  salary
adjustment  of  similarly  situated  executives,  or  Executive's
benefits  under any material employee benefit plan or program  of
PII   or   the  Company,  or  Executive's  incentive  or   equity
opportunity under any material incentive or equity program of PII
or  the Company is or are reduced, after taking into account  the
discretion of the Board to determine the level at which Executive
participates in any performance compensation program, on a  basis
not  shared in common with other senior executives of PII or  the
Company as a group; or

                (iii)      The failure of PII or the Company,  as
applicable, to obtain a satisfactory agreement from any successor
to assume and agree to perform this Agreement, as contemplated in
Paragraph 6 hereof; provided that

                (iv)  Executive's termination of  employment  for
Good  Reason must occur within 90 days after Executive learns  of
the  occurrence of the event constituting Good Reason and  during
the term of the Agreement.

            (j)    "Person"  shall  mean  any  individual,  firm,
corporation, partnership or other entity.

           (k)   "Subsidiary" shall mean any corporation in which
PII  or  the Company owns 50% or more of the Voting Stock or  any
other venture in which it owns 50% or more of the equity.

           (l)  "Termination Upon a Change in Control" shall mean
that  within  twenty-four  (24)  months  following  a  Change  in
Control,  or within six (6) months prior to a Change in  Control,
and  during  the  term of the Agreement, (i) PII or  the  Company
terminates Executive's employment without Cause or (ii) Executive
terminates  Executive's employment for Good Reason, as  described
in Subparagraph 3(a).

           (m)   "Voting Stock" shall mean capital stock  of  any
class  or  classes  having general voting  power  under  ordinary
circumstances,  in  the absence of contingencies,  to  elect  the
directors of a corporation.

2.    Term of Agreement.  This Agreement shall commence on and as
of  January 1, 1999 and shall continue in effect through December
31,  2000; provided that if a Change in Control occurs during the
term  of  this  Agreement,  this  Agreement  shall  automatically
continue in effect for a period of twenty-four (24) months beyond
the month in which such Change in Control occurs.

3.   Change in Control.

           (a)  Service Through Effective Date.    Subject to the
provisions  of subsection (b) hereof, if a Change in Control  (as
defined  in  Subparagraph  1(f)) occurs,  and  Executive  remains
employed by and provides Executive's customary service to PII and
the  Company  through and including the effective  date  of  such
Change  in  Control,  then Executive shall  be  entitled  to  the
benefits  provided  in Paragraph 4(a) hereof by  reason  of  such
employment  and  services  through  such  effective  date.    For
purposes of this Paragraph 3(a), if Executive terminates  his  or
her  employment without Good Reason before the effective date  of
the  Change in Control, the Board may nevertheless, in  its  sole
discretion,  for  purposes of this Agreement determine  to  treat
such  termination by the Executive as if it did not  occur  until
after the effective date of the Change in Control.

           (b)  Termination.   If a Termination Upon a Change  in
Control  occurs, then Executive shall be entitled to the benefits
provided  in  Paragraph 4(b) hereof by reason of such Termination
Upon a Change in Control.

           (c)   Disability.    Notwithstanding anything in  this
Agreement  to the contrary, if Executive's employment  terminates
on  account of Disability, Executive shall be entitled to receive
disability  benefits under any disability program  maintained  by
PII and/or the Company that covers Executive, and Executive shall
not  be  considered   to  have terminated employment  under  this
Agreement and shall not receive benefits pursuant to Paragraph  4
hereof.

           (d)  Notice of Termination.  Any purported termination
of  Executive's employment by PII or the Company or by  Executive
shall  be  communicated by written Notice of Termination  to  the
other  party hereto in accordance with Paragraph 14 hereof.   For
purposes of this Agreement, a "Notice of Termination" shall  mean
a  notice which shall indicate the specific termination provision
in  this  Agreement relied upon and shall set forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termination  of  Executive's employment under  the  provision  so
indicated.

4.   Compensation Payable in the Event of  Change in Control.

          (a)  Employment Through Effective Date.  If a Change in
Control  (as defined in Subparagraph 1(f)) occurs, and  Executive
remains employed by and provides Executive's customary service to
PII  and/or the Company through and including the effective  date
of  such  Change in Control, then Executive shall be entitled  to
receive  promptly  following the Change in  Control,  a  lump-sum
payment equal to Executive's Base Compensation that would be  due
him or her for a period of six (6) months following the effective
date  of  the  Change in Control, determined at the rate  of  the
Executive's  Base  Compensation at the time  of  such  Change  in
Control.

           (b)  Termination.   If a Termination Upon a Change  in
Control  occurs, Executive shall be entitled to receive  promptly
following  the later of Executive's termination of employment  or
the Change in Control, the amount of any unpaid Base Compensation
earned  or accrued through his or her date of termination  and  a
lump-sum  payment  equal  to Executive's Base  Compensation  that
would  be  due  him  or her for a period of  twelve  (12)  months
following termination of his or her employment, determined at the
rate  of the Executive's Base Compensation at the time of his  or
her  termination; less any amounts already paid or to be paid  to
Executive under Section 4(a), above.

           (c)   Other Obligations of PII and Company.    Nothing
herein  shall alter or impair, or constitute a waiver  or  accord
and satisfaction of, any other obligations and/or liabilities  of
PII and/or the Company to Executive, and all compensation payable
to Executive under this Agreement shall be in addition to and not
in  lieu  of  any  bonuses, stock options or  other  payments  or
compensation  granted by or due from PII and/or  the  Company  to
Executive.

           (d)   No Mitigation; No Offset.  In the event  of  any
termination of Executive's employment under the Agreement, he  or
she  shall  be under no obligation to seek other employment,  and
there shall be no offset against amounts due him or her under the
Agreement  on  account of any remuneration  attributable  to  any
subsequent employment that he or she may obtain.

           (e)   Nature  of Payments.  Any amounts due  Executive
under the Agreement in the event of any termination of his or her
employment with PII or the Company are in the nature of severance
payments,  or  liquidated damages which contemplate  both  direct
damages  and  consequential damages that may  be  suffered  as  a
result of the termination of his or her employment, or both,  and
are not in the nature of a penalty.

5.   Intentionally Omitted.

6.   Successors, Binding Agreement.

           (a)   Assumption.    The Company and PII will  require
any  successor (whether direct or indirect, by purchase,  merger,
consolidation or otherwise) to all or substantially  all  of  the
business and/or assets of PII or the Company to expressly  assume
and agree to perform this Agreement in the same manner and to the
same extent that the Company and PII would be required to perform
it if no such succession had taken place.  Failure of the Company
and/or  PII to obtain such assumption and agreement prior to  the
effectiveness  of any such succession shall be a breach  of  this
Agreement  and shall entitle Executive to compensation  from  PII
and  the  Company  in the same amount and on the  same  terms  as
Executive  would  be entitled to hereunder if  there  occurred  a
Termination  Upon  a  Change  in  Control  with  respect  to  the
Executive,   except  that  for  purposes  of   implementing   the
foregoing,  the  date  on  which  any  such  succession   becomes
effective  shall be deemed the date of termination.  As  used  in
this  Agreement, "Company" shall mean the Company as hereinbefore
defined  and  any  successor  to its business  and/or  assets  as
aforesaid  which assumes and agrees to perform this Agreement  by
operation of law, or otherwise.  As used in this Agreement, "PII"
shall  mean PII as hereinbefore defined and any successor to  its
business  and/or assets as aforesaid which assumes and agrees  to
perform this Agreement by operation of law, or otherwise.

           (b)   Successors  and Assigns.  This  Agreement  shall
inure  to  the  benefit  of  and be  enforceable  by  Executive's
personal  or  legal  representatives, executors,  administrators,
successors,  heirs,  distributees,  devises  and  legatees.    If
Executive  should die after Executive's termination of employment
under circumstances entitling Executive to benefits hereunder and
while any amount would still be payable to Executive hereunder if
Executive  had  continued  to  live,  all  such  amounts,  unless
otherwise provided herein, shall be paid in accordance  with  the
terms  of  this  Agreement to Executive's devisees,  legatees  or
other  designee or, if there is no such designee, to  Executive's
estate.

7.   Representation.  The Company, PII and Executive respectively
represent and warrant to each other that, subject to any approval
that  may  be necessary from any pertinent regulatory  authority,
each respectively is fully authorized and empowered to enter into
the  Agreement  and  that  its, her or  his  entering  into  this
Agreement  and  the  performance of its, her  or  his  respective
obligations  under the Agreement will not violate  any  agreement
between the Company, PII or Executive respectively and any  other
person,   firm   or  organization  or  any  law  or  governmental
regulation.

8.     Entire  Agreement.   The  Agreement  contains  the  entire
agreement  between  the  parties concerning  the  subject  matter
hereof  and  supersedes  all  prior  agreements,  understandings,
discussions,  negotiations and undertakings, whether  written  or
oral, between the parties with respect thereto.

9.    Amendment  or  Waiver.  The Agreement  cannot  be  changed,
modified  or  amended without the consent in writing  of  all  of
Executive,  PII and the Company.  No waiver by any Party  at  any
time  of  any  breach  by the other Party  of  any  condition  or
provision of the Agreement shall be deemed a waiver of a  similar
or  dissimilar condition or provision at the same or at any prior
or  subsequent time.  Any waiver must be in writing and signed by
Executive or an authorized officer of PII or the Company, as  the
case may be.

10.  Severability.  In the event that any provision or portion of
the  Agreement shall be determined to be invalid or unenforceable
for any reason, in whole or in part, the remaining provisions  of
the  Agreement  shall be unaffected thereby and shall  remain  in
full force and effect to the fullest extent permitted by law.

11.   Survivorship.  The respective rights and obligations of the
Parties  hereunder shall survive any termination of the Agreement
to  the  extent  necessary to the intended preservation  of  such
rights and obligations.

12.   Governing  Law.   The Agreement shall be  governed  by  and
construed  and  interpreted in accordance with the  laws  of  the
State  of  New Jersey without reference to principles of conflict
of laws.

13.   Settlement of Disputes.  In the event of any dispute  under
the  provisions of this Agreement other than a dispute  in  which
the  primary  relief sought is an equitable  remedy  such  as  an
injunction,  the parties shall be required to have  the  dispute,
controversy or claim settled by arbitration in the Atlantic City,
New  Jersey  in  accordance  with  the  National  Rules  for  the
Resolution of Employment Disputes then in effect of the  American
Arbitration Association, before a panel of three arbitrators, two
of   whom  shall  be  selected  by  the  Company  and  Executive,
respectively,  and  the third of whom shall be  selected  by  the
other  two  arbitrators.  Any award entered  by  the  arbitrators
shall  be  final, binding and nonappealable and judgment  may  be
entered thereon by either party in accordance with applicable law
in   any  court  of  competent  jurisdiction.   This  arbitration
provision  shall  be specifically enforceable.   The  arbitrators
shall have no authority to modify any provision of this Agreement
or to award a remedy for a dispute involving this Agreement other
than  a  benefit specifically provided under or by virtue of  the
Agreement.  If Executive prevails on any material issue which  is
the  subject of such arbitration or lawsuit, PII and the  Company
shall  be  responsible  for  all of  the  fees  of  the  American
Arbitration  Association  and the arbitrators  and  any  expenses
relating  to  the conduct of the arbitration and the  Executive's
reasonable legal fees and expenses.  Otherwise, each party  shall
bear his, her or its own expenses relating to the conduct of  the
arbitration  (including attorneys' fees and expenses)  and  shall
share the fees of the American Arbitration Association.

14.   Notices.   Any  notice given to either Party  shall  be  in
writing  and  shall be deemed to have been given  when  delivered
personally  or  sent  by  certified or registered  mail,  postage
prepaid,  return receipt requested, duly addressed to  the  Party
concerned  at  the  address indicated below or  to  such  changed
address as such Party may subsequently give notice of:



          If to PII or the Company:

               Players International, Inc.
               1300 Atlantic Avenue
               Suite 800
               Atlantic City, NJ  08401
               Attention:  Chief Executive Officer

          If to Executive:

               Raymond A. Spera, Jr.
               101 Flyatt Road
               Shamong, New Jersey 08088

15.   Heading.   The heading of the paragraphs contained  in  the
Agreement  are  for  convenience  of  reference  only,   do   not
constitute  a part of this Agreement and shall not be  deemed  to
limit or affect any of the provisions hereof.

16.   Counterparts.  The Agreement may be executed in two or more
counterparts.

      IN  WITNESS  WHEREOF,  the undersigned  have  executed  the
Agreement as of the date first above.

                              COMPANY
                              Players Services, Inc.


                              _________________________
                              By: Howard A. Goldberg
                              Its: President


                               PII:
                               Players International, Inc.


                               _________________________
                               By: Howard A. Goldberg
                               Its: President

                               EXECUTIVE:


                               _________________________
                               Raymond A. Spera, Jr.