-14-
PH03/223440.1
Exhibit 10.68

                           AGREEMENT


     THIS  AGREEMENT,  dated  as of  August  1   ,  1997  between
Players  International,  Inc. (together with  its  successors  or
assigns  as  permitted under this Agreement, the "Company"),  and
John Groom ("Executive").

                      W I T N E S S E T H:

     WHEREAS,  the  Company considers it essential  to  the  best
interest  of its stockholders to foster the continuous employment
of key management personnel;

     WHEREAS,  the Board (as hereinafter defined) of the  Company
recognizes  that,  as  is  the  case  with  many  publicly   held
corporations,  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  the
Company and its stockholders;

     WHEREAS,  the  Board has determined that  appropriate  steps
should   be  taken  to  reinforce  and  encourage  the  continued
attention  and  dedication of certain members  of  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 the Company, although no such  change  is
now contemplated; 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, the Company agrees 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, 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 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 the Company;

provided,  however,  that nothing in this  Paragraph  1(b)  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  the
Company.

          (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
duties  under  the  Agreement; (iii)  Executive  engages  in  the
willful, unauthorized disclosure of Confidential Information,  as
defined  in  Paragraph  l(g),  concerning  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  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  duties as assigned by the  Company,  performs
services  for any other corporation or person that competes  with
the Company or any Subsidiary; (v) Executive, in carrying out his
duties as assigned by the Company, engages in willful neglect  or
willful misconduct resulting, or reasonably likely to result,  in
either  case,  in  material economic harm to 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  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  the
Company  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, unless the Board  determines,
before  the  event  or  transaction occurs,  that  the  event  or
transaction will not be a Change of Control for purposes of  this
Agreement.  The Board shall determine whether a Change of Control
shall  be deemed to occur for purposes of this Agreement  in  its
sole discretion, taking into account such facts and circumstances
as  it  deems appropriate, including, without limitation, whether
the  event or transaction is likely to result in a change in  the
Company's management that will affect Executive's position.   The
Board's  determination shall be binding on all  persons  for  all
purposes.  An event or transaction may be considered a Change  of
Control  under  another plan or agreement of the Company  without
being  considered  a  Change  of Control  for  purposes  of  this
Agreement.   The events or transactions that may be considered  a
Change of Control are the following:

               (i)   any Person (except the Griffin Group or  its
Affiliates and Associates, Company management as of the Effective
Date  and their Affiliates and Associates or the Company  or  any
employee  benefit  plan of the Company or of any  Affiliate,  any
Person  or  entity  organized, appointed or  established  by  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 then outstanding; provided, however,
that  no "Change of 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   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  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 the Company;
               (iv)   sale  or  other  disposition  of   all   or
substantially all of the assets of 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  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 the Company 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 the Company shall have
occurred.

          (g)   "Confidential Information" shall include, but not
be  limited  to, 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 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 after a
Change  in Control of the Company, or within six months before  a
Change of Control, of any of the following:

               (i)   The  assignment to Executive of  any  duties
inconsistent with Executive's status as an executive  officer  of
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 of the Company;

               (ii) Executive's Base Compensation is decreased by
the  Company in other than an across-the-board salary  adjustment
of  similarly  situated  executives, or his  benefits  under  any
material employee benefit plan or program of the Company  or  his
incentive  or equity opportunity under any material incentive  or
equity  program  of 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 the Company as a group; or

               (iii)      The failure of the Company 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
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 following a Change in Control, or within six months prior to
a  Change  in Control, and during the term of the Agreement,  (i)
the  Company terminates Executive's employment without  Cause  or
(ii)  Executive  terminates his 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  March
1,  1997 and shall continue in effect through December 31,  1998;
provided that if a Change in Control of the Company occurs during
the  term  of  this Agreement, this Agreement shall automatically
continue in effect for a period of twenty-four months beyond  the
month in which such Change in Control occurs.

3.   Termination Upon a Change in Control.

          (a)  If a Change in Control (as defined in Subparagraph
1(f))  of  the  Company shall have occurred, Executive  shall  be
entitled to the benefits provided in Paragraph 4 hereof upon  the
subsequent  termination of Executive's employment,  or  upon  the
termination of Executive's employment within six months prior  to
the Change of Control, if such termination occurs during the term
of  the Agreement and is (y) by the Company other than for  Cause
or (z) by Executive for Good Reason.  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  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.

          (b)   Notice of Termination.  Any purported termination
of Executive's employment by 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 Termination.

          (a)   In  the  event  a Termination Upon  a  Change  in
Control  occurs, Executive shall be entitled to receive  promptly
following  the  later  of his termination of  employment  or  the
Change of Control:

               (i)   unpaid  Base Compensation earned or  accrued
through  his date of termination and a lump-sum payment equal  to
the  present value (computed by using a discount rate  per  annum
determined  by reference to the discount rate then  published  by
the  Pension  Benefit  Guaranty Corporation for  determining  the
value  of  immediate annuities ("Present Value")) of  Executive's
Base Compensation that would be due him for a period of 36 months
following termination of his employment, determined on the  basis
of the average of the Base Compensation paid to Executive for the
36 months preceding his termination;

               (ii) a lump-sum payment equal to the Present Value
of  the aggregate performance bonus amounts he received, if  any,
for the period of 36 months preceding his termination;

               (iii)      any  performance or  special  incentive
bonus earned but not yet paid;

               (iv)  reimbursement  for reasonable  out-of-pocket
business expenses properly incurred but not yet reimbursed by the
Company; and

               (v)   any other compensation and benefits to which
he   may  be  entitled  under  applicable  plans,  programs   and
agreements  of  the Company and the continuation  of  Executive's
participation in all Employee Benefit Programs (as defined below)
during  the  period  for which Executive is to  receive  payments
under  clause  (i)  above (irrespective of  the  fact  that  such
payments are paid in a lump sum); provided, however, that in  the
event the Company is precluded from providing coverage under  any
such  program by applicable law or regulation, it may  choose  to
provide  Executive  with a payment equal  to  the  cost  of  such
coverage  without  regard  to  tax  effect.   "Employee   Benefit
Programs"   shall  mean  those  employee  welfare   benefit   and
retirement  benefit plans and programs of the  Company  in  which
Executive participates immediately before Executive's termination
of  employment; provided, however, that the Company shall not  be
prohibited  from  amending or terminating  any  Employee  Benefit
Program  as  long  as  Executive continues to receive  comparable
levels of coverage in the aggregate during the payment period.

          (b)   Notwithstanding the foregoing, in the event  that
it  shall be determined that any payment or distribution  by  the
Company  to  or  for the benefit of Executive,  whether  paid  or
payable or distributed or distributable pursuant to the terms  of
this  Agreement or otherwise (a "Payment"), would  constitute  an
"excess parachute payment" within the meaning of Section 280G  of
the  Internal Revenue Code of 1986, as amended (the "Code"),  and
that  it  would  be economically advantageous to the  Company  to
reduce  the  payment  to avoid or reduce the  limitation  of  the
Company's federal income tax deduction under Section 280G of  the
Code,   the  aggregate  present  value  of  amounts  payable   or
distributable to or for the benefit of Executive pursuant to this
Agreement  (such  payments  or  distributions  pursuant  to  this
Agreement  are  hereinafter referred to as "Agreement  Payments")
shall be reduced (but not below zero) to the Reduced Amount.  The
"Reduced  Amount" shall be an amount expressed in  present  value
which maximizes the aggregate present value of Agreement Payments
without  causing any Payment to be subject to the  limitation  of
deduction under Section 280G of the Code.  For purposes  of  this
subparagraph   (b),  "present  value"  shall  be  determined   in
accordance   with   Section  280G(d)(4)   of   the   Code.    All
determinations to be made under this Paragraph 4(b) shall be made
by  the Company's independent public accountant immediately prior
to  the  Change  of Control (the "Accounting Firm"),  which  firm
shall provide its determinations and. any supporting calculations
both  to  the  Company  and Executive  within  ten  days  of  the
termination date.  Any such determination by the Accounting  Firm
shall be binding upon the Company and Executive.  Executive shall
in  his  sole  discretion determine which and  how  much  of  the
Agreement Payments shall be eliminated or reduced consistent with
the  requirements of this Paragraph 4(b). Within five days  after
Executive's determination, the Company shall pay (or cause to  be
paid)  or distribute (or cause to be distributed) to or  for  the
benefit  of  Executive such amounts as are then due to  Executive
under  this  Agreement.   All of the fees  and  expenses  of  the
Accounting  Firm  in  performing the determinations  referred  to
above  shall be borne solely by the Company.  The Company  agrees
to  indemnify and hold harmless the Accounting Firm of  and  from
any  and  all  claims,  damages and expenses  resulting  from  or
relating to its determinations pursuant to this Paragraph, except
for   claims,  damages  or  expenses  resulting  from  the  gross
negligence or willful misconduct of the Accounting Firm.

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



          (d)   Nature  of  Payments.  Any amounts due  Executive
under  the  Agreement  in  the event of any  termination  of  his
employment  with  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 employment, or both, and are not
in the nature of a penalty.

5.    Termination by the Company.  Executive hereby  acknowledges
that,  prior  to the date that is six months before a  Change  of
Control,  Executive  is  an "at will" employee  of  the  Company.
Prior  to the date that is six months before a Change of Control,
Executive  hereby  acknowledges that the  Company  may  terminate
Executive's  employment with the Company with or  without  Cause.
If  the  Company terminates Executive's employment without  Cause
after the date that is six months before a Change in Control  and
prior  to  the  expiration of this Agreement, Executive  will  be
entitled to payments pursuant to Paragraphs 3 and 4 hereof.

6.   Successors, Binding Agreement.

          (a)   The  Company 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  the Company to expressly assume and agree to  perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had
taken  place.   Failure of the Company 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 the Company in the same amount and  on  the
same  terms  as  Executive  would be  entitled  to  hereunder  if
Executive  terminates his employment voluntarily for Good  Reason
following  a  Change in Control of the Company, 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.

          (b)   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
devises,  legates  or  other designee or, if  there  is  no  such
designee, to Executive's estate.

7.    Representation.   The  Company 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 or his entering into this  Agreement
and  the  performance of its or his respective obligations  under
the  Agreement will not violate any agreement between the Company
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  both
Executive and the Company.  No waiver by either 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 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  Las  Vegas,
Nevada  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, 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  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 the Company:

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

          If to Executive:

          John Groom
                          
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.

                              Players International, Inc.


                              _________________________
                              By:  Howard A. Goldberg
                              Its:  Chief Executive Officer


                              _________________________
                              John Groom