PLAYERS LAKE CHARLES, LLC
                    SHOWBOAT STAR PARTNERSHIP
                     507 No. Lakeshore Drive
                     Lake Charles, LA 70601
                                
                                
                         March 24, 1998
                                
                                
CITY OF LAKE CHARLES, LOUISIANA
326 Pujo Street
Lake Charles, LA 70601
ATTN:  Hon. Willie L. Mount, Mayor

                      Re:         Development  &  Admission   Fee
Agreement
                           among   Players  Lake  Charles,   LLC,
Showboat                           Star Partnership, and the City
of Lake Charles,                             Louisiana

Dear Mayor Mount:

      Please  have  this letter confirm certain  aspects  of  our
agreements  concerning the authorization, execution and  delivery
of  the captioned agreement (the "Admission Fee Agreement"),  and
regarding   certain  aspects  of  the  Admission  Fee  Agreement.
Capitalized  terms not specifically defined herein  are  used  as
defined  in  the  Admission  Fee Agreement,  unless  the  context
clearly requires otherwise.  This letter shall constitute a  part
of  the Admission Fee Agreement, and shall not be merged into  or
superseded by the Admission Fee Agreement.

     Specifically, we have agreed as follows:

      1.    Education Fee Challenge. Effective when  and  if  the
Admission  Fee Agreement becomes effective, Operators agree  that
they will not undertake, nor cause any other person or entity  to
undertake  on  their  behalf,  any  judicial  challenge  to   the
statutory  authority  for  the  Education  Fee.   The  City   and
Educational    Institutions   acknowledge   and    agree    that,
notwithstanding  the  foregoing,  Operators  shall  retain   (and
Operators  hereby reserve and do not waive) the  benefit  of  any
such judicial determination, or any rights with respect thereto.

     2.   Conditions to Effectiveness of Admission Fee Agreement.

      (a)   The  Operators, the City and each of the  Educational
Institutions  acknowledge  and  agree  that  the  Admission   Fee
Agreement shall not be effective for any purpose, nor binding  on
any  party thereto (or joining in the execution thereof),  unless
and until the following conditions have been satisfied:

           (i) Prior to the April 23, 1998 (the "Date"), the form
of  Admission  Fee  Agreement presented to the  City  immediately
prior  to  the meeting of the Lake Charles City Council on  March
24, 1998 is revised to remove the Calcasieu Parish Police Jury as
a  signatory thereto (with appropriate corresponding  changes  to
the text thereof);

           (ii)  Prior  to the Date, Operators and the  Calcasieu
Parish  Police Jury shall have entered into arrangements, or  the
Calcasieu Parish Police Jury shall have taken actions, in  either
case   satisfactory  to  Operators,  as  necessary  in  the  sole
determination of Operators to confirm and safeguard the  benefits
to  Operators of the agreements among the City, the Operators and
the  Educational  Institutions under  the  current  form  of  the
Admission Fee Agreement;

          (iii) Each of them has, prior to the Date: (A) obtained
all necessary authorization(s) and approval(s) for the execution,
delivery and performance of the Admission Fee Agreement from  its
Board of Directors, City Council or other governing body; and (2)
actually  executed and delivered the Admission Fee Agreement,  as
revised as contemplated under clause (i) hereof.

      (b)  The Operators shall, prior to the Date, provide to the
City  a Certificate of Secretary regarding the approval, if  any,
of  the  Admission  Fee Agreement by the Board  of  Directors  of
Players  International, Inc.  The City shall, prior to the  Date,
provide  to  the  Operators  a copy of  the  Ordinance  or  other
approval of the Admission Fee Agreement by the Lake Charles  City
Council.   Execution and delivery of the Admission Fee  Agreement
by each Educational Institution shall constitute a representation
and  warranty by it, on which each other signatory may rely, that
such Educational Institution has obtained all necessary approvals
for   its  valid  execution,  delivery  and  performance  of  the
Admission  Fee  Agreement.  On the satisfaction of the  condition
set  forth  in  clause  (a)(ii) hereof prior  to  the  Date,  the
Operators  shall  provide written notice of such satisfaction  to
the City.

     3.   Interim Payments.

      (a)  Notwithstanding that the Admission Fee Agreement shall
not  be  effective unless and until the conditions set  forth  in
Section  2 hereof have been satisfied, Operators hereby agree  to
make  the payments of the Admission Fee (as described in  Section
1.1  of  the  Admission Fee Agreement) from  the  Effective  Date
(which  is  March  1,  1998)  until  the  earlier  of:  (i)   the
satisfaction of all conditions set forth in Section 2 hereof;  or
(ii)  the  Date,  if all such conditions have not  by  then  been
satisfied (the "Interim Payments").

      (b)   If  all the conditions set forth in Section 2  hereof
have been satisfied prior to the Date, then Operators' obligation
to  make  payments hereunder shall automatically terminate  under
this letter, but shall continue under the Admission Fee Agreement
as  if  it  had  been  fully executed and  delivered,  and  fully
effective, on and as of March 24, 1998.

      (c)   If  all the conditions set forth in Section 2  hereof
have  not  been  satisfied  prior to the  Date,  then  Operators'
obligation   to   make  payments  hereunder  shall  automatically
terminate and be of no further force or effect as of the Date,  ;
and  thereupon, the Admission Fee Agreement will  be  and  become
void and of no force or effect, as if it had never been executed.

     (d)  If the Admission Fee Agreement becomes void as provided
in subsection (c) above, then each of the Operators, the City and
the  Educational Institutions shall have all rights and  remedies
with  respect  to the Actions, the Section 27:93A  Fees  and  the
other issues discussed in the Admission Fee Agreement, at law  or
in  equity,  as  they may have had prior to the  negotiation  and
drafting  thereof.  In addition, if the Admission  Fee  Agreement
becomes  void as provided in subsection (c), above,  the  Interim
Payments  already made by Operators shall be applied against  any
Section  27:93A Fees accrued between the date of this letter  and
the  date  the Admission Fee Agreement becomes void as aforesaid.
The   Operators,  the  City  and  the  Educational   Institutions
acknowledge  and agree that both the Admission Fee Agreement  and
this letter have been prepared, distributed and negotiated in  an
attempt  to  settle  existing disputes and  existing  litigation.
Therefore,  if  the  Admission  Fee  Agreement  becomes  void  as
provided  in  subsection (c), above, neither  the  Admission  Fee
Agreement nor this letter shall be admissible as evidence in  the
Actions.

      (e)   By  executing  this  letter and  making  the  Interim
Payments,  Operators do not admit any liability of any kind,  and
do  not waive or release (and shall not be deemed or construed to
have  waived  or  released) any rights or remedies  available  to
Operators, at law or in equity, with respect to the Actions,  the
Section  27:93A  Fees  and  the other  issues  discussed  in  the
Admission  Fee Agreement, at law or in equity, as they  may  have
had prior to the negotiation and drafting thereof.

      (f)   Notwithstanding  Section 3.4  of  the  Admission  Fee
Agreement,  the Actions shall not be dismissed unless  and  until
the Admission Fee Agreement becomes effective hereunder.

      4.   Counterpart Execution.   To facilitate execution, this
letter  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.


If  this letter accurately reflects our agreement concerning  the
Admission  Fee  Agreement and the subject matter thereof,  kindly
countersign  it  where  indicated  below  and  return  the  fully
executed  letter  to  the undersigned.  Upon complete  execution,
this letter will be effective as of the date hereof, as set forth
above.

                              PLAYERS LAKE CHARLES, LLC


                              _____________________________

                              SHOWBOAT STAR PARTNERSHIP


                              _____________________________

AGREED TO AND ACCEPTED:

CITY OF LAKE CHARLES, LOUISIANA


_________________________________

McNEESE STATE UNIVERSITY


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SOWELA TECHNICAL INSTITUTE


________________________________


CALCASIEU PARISH SCHOOL BOARD


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AC 160594