EXHIBIT 10.33
                                                                  -------------


                                                              March 4, 1997

Eagle Gaming, L.P.
c/o Wild West Development Corporation,
General Partner
5251 DTC Bankway, Suite 1210
Englewood, Colorado  80111

                  You  have  indicated  the  interest  of  Eagle  Gaming,   L.P.
("Eagle") in forming a joint venture with Riviera Holdings Corporation ("RHC) to
(a)  acquire  the land  described  on Exhibit A hereto  ("Acquired  Land"),  (b)
construct  the casino  building  (the  "Casino")  and the parking  garage on the
Acquired Land as described on Exhibit B hereto (the "Construction Project"), (c)
acquire gaming equipment,  fit up the Casino and start up casino operations (the
"Gaming  Project")  and (d)  raise  sufficient  funds  through  a public  equity
offering  by RHC  and  mortgage  financing  to  support  all  such  undertakings
(collectively  the  "Transactions").  The  acquisition of the Acquired Land, the
Construction Project and the Gaming Project shall be referred to collectively as
the  "Project".  The  definitive  terms and  conditions  of the Project would be
determined by negotiation of a development agreement  ("Development  Agreement")
which  would  contain  representations,  warranties  and  agreements  which  are
customary in connection with projects of this nature. The Development  Agreement
also would include the following principal terms:

                  1.  Formation  of  RBL.  RHC  and  Eagle  would  enter  into a
development  agreement  ("Development  Agreement")  under  which  they  will (a)
create,  under  Colorado law, an entity to be known as Riviera  Black Hawk,  LLC
("RBL") and (b) address the  pre-Closing  tasks to be performed  by, and certain
post-Closing arrangements between, the parties, all in accordance with the terms
of this Letter.  Eagle  acknowledges  that if the firm bids for the construction
costs,  and other  amenities,  shall be materially  greater than the  "Estimated
Project Costs" (as defined in Paragraph 4), the Project may not be acceptable to
RHC.  RHC agrees to  structure  the  Transactions  to  accommodate  Eagle's  tax
planning objectives, subject, however, to no material adverse effect on RHC.

                  2. Determination of Initial Equity Ratios;  Equity Option. (a)
As discussed in Paragraph 4(b), the parties intend that 60% of Project Costs (as
finally  determined)  will be funded by borrowings  and 40% of Project Costs (as
finally  determined)  will be funded through equity capital  provided by RHC and
Eagle.  RHC's and Eagle's  relative equity  percentages will be based on amounts
contributed  by each to RBL.  Eagle's  initial  capital  contribution  will be a
minimum  of $4.4  million in value of the  Acquired  Land.  The total  amount of
equity  contributed to RBL will be determined as of Closing based on the Project
Costs as finally  determined and the percentage of Project Costs required by the
first mortgage lender to be in the form of equity.  By way of example,  based on
$51 million total  Project Costs and 60% of Project Costs funded by  borrowings,
contributions by Eagle of $4.4 million (in the form of a portion of the Acquired
Land) and by RHC of $16.0  million (in the form of the  balance of the  Acquired
Land, which


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will be purchased from Eagle for $10.6 million,  and $5.4 million in cash) would
result in  relative  equity  percentages  of RHC and Eagle in RBL of 78.43%  and
21.57%, respectively.

                   (b)  In  addition,  Eagle  shall  have  the  option  ("Equity
Option")  to  acquire  up to 49.9% of the RBL equity  interest,  which  shall be
exercisable   prior  to  the  date  RBL  is  licensed  by  the  Colorado  gaming
authorities,  by  contributing  Acquired  Land  with a value of more  than  $4.4
million  pursuant to Paragraph 3(a) (which shall reduce RHC's purchase price for
the balance of the Acquired  Land) or acquiring  for cash from RHC an additional
equity interest from RHC at its cost.

                  3. Purchase and Transfer of the Acquired Land, etc. (a) At the
closing ("Closing"), Eagle will contribute a portion of the Acquired Land to RBL
having a value of a minimum of $4.4  million,  and RHC will  purchase from Eagle
for a maximum of $10.6 million in cash and  contribute to RBL the balance of the
Acquired Land. Eagle may at its option increase the portion of the Acquired Land
contributed  to RBL with a  corresponding  reduction in RHC's purchase price for
the balance of the Acquired Land.

                  (b) At the Closing, Eagle and RHC will transfer marketable fee
simple title of the Acquired Land to RBL free and clear of all mortgages, liens,
charges,  encumbrances  or rights of third  parties,  subject to such  permitted
exceptions as may be set forth in the title  commitment and agreed to by RHC and
Eagle.

Such Closing will be conditioned upon Eagle obtaining:

                           (i) a title  policy  insuring  such title,  issued at
                  standard rates from a nationally  recognized  title company in
                  an amount  designated  and paid for by RBL,  provided that the
                  title  company  insurance  shall (i) be in an amount  not less
                  than $38 million and (ii)  contain the  following  endorsement
                  (the "Endorsement"):

                           "The Company [i.e., the title company] hereby insures
                           the  Insured  against  loss which the  Insured  shall
                           sustain by reason of any final judgment  entered by a
                           court  of   competent   jurisdiction,   without   the
                           possibility  of  appeal,   establishing  as  a  valid
                           interest on subject  property  that  placer  location
                           certificate recorded in Book 560 at Page 287."

                           (ii) RHC shall be  reasonably  satisfied  that 62,000
                  square  feet of gaming and public  space,  with  approximately
                  1,000 gaming devices and parking for 500  automobiles,  can be
                  constructed   under  applicable   zoning,   gaming  and  other
                  governmental  rules and at a cost not  materially in excess of
                  Estimated Project Costs; and

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                           (iii)  Letters from (I) Harrah's  consenting to Eagle
                  to pursue  development of the Casino on the Acquired Land with
                  RHC and (II) certain  partners of Eagle who have liens against
                  the   Acquired   Land  in  the  form  of  Exhibits  C  and  D,
                  respectively.

                  (c) Eagle shall use its best efforts to  conclusively  dispose
of the Placer Claim  (hereinafter  defined) prior to Closing,  in which case the
"Litigation Escrow" (hereinafter  defined) shall not be required.  If the Placer
Claim is not  disposed  of prior to Closing and since the  Endorsement  does not
cover  the  expenses  ("Placer  Legal  Expenses")  of  litigating  or  otherwise
disposing of the placer claim referred to in the Endorsement ("Placer Claim"), a
portion of the Purchase  Price for the Acquired  Land,  in an amount  reasonably
satisfactory to RHC and Eagle,  shall be set aside in an escrow (the "Litigation
Escrow") for the purpose of paying the Placer  Legal  Expenses.  The  Litigation
Escrow  shall be used to pay (i) the fees and  expenses of Holme  Roberts & Owen
LLP ("HRO") in attempting to obtain a final  non-appealable  judgment of a court
of  competent  jurisdiction  to the effect that the Placer  Claim is not a valid
interest in the Acquired Land,  (ii) to settle the Placer Claim with the consent
of Eagle, which shall not be unreasonably withheld or delayed, if RHC determines
to do so and  (iii)  with the  balance,  if any,  being  paid to  Eagle.  If the
Litigation  Escrow is insufficient to cover the items referred to in clauses (i)
and/or (ii),  the excess of the Placer Legal  Expenses shall be paid by RBL as a
Project Cost. A mutually acceptable party will act as Litigation Escrow Agent.

                  4.       Project Costs; Sources and Uses.  (a) RBL will obtain
a turn-key bid for  construction  of item (a) below, a guaranteed  maximum fixed
price  ("Construction  Costs") from a reputable and bondable general contractor.
RHC shall, pursuant to the Development Agreement,  coordinate and be responsible
for the Gaming  Project.  Estimated  costs of the  Project  ("Estimated  Project
Costs") are as follows:

                                                              (000 omitted)
(a)       Development Site Facility Building* with
          Underground Parking**                                  $20,075
(b)       Gaming Equipment                                         8,100
(c)       Bankroll and Preopening                                  2,500
(d)       Indirect Costs                                           1,000
(e)       Construction Period Interest                             1,325
(f)       Other Amenities (Rest, Entertainment, etc.)             $2,200
                                                                 -------
          Total Estimated Project Costs
          Before Land Acquisition Costs and Reserves             $35,200
(g)       Acquired Land                                           15,000
(h)       Reserves                                                   800
                                                                 -------
          Total Estimated Project Costs                          $51,000
                                                                 =======

--------
*         Sufficient gaming space to accommodate 1,000 gaming devices.
**        500 spaces.

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                  Items (b) and (f) above shall not exceed $10.3 million without
Eagle's consent.

                  Unless  Eagle  shall  have  objected  in writing  within  five
business  days  after  written  notice  by RHC,  RHC  will  advance  design  and
development  costs associated with  construction of the Casino prior to Closing.
If the Closing does not occur,  such advances will be secured by an RHC mortgage
on the Acquired Land on the terms specified in Paragraph 4(c).

                  (b)  Project  Costs  shall be  funded as  follows:  60% by (i)
Project first mortgage  financing ("First Mortgage Loan"),  provided such amount
is available on reasonable terms in RHC's reasonable opinion and (ii) $8,100,000
of Gaming Equipment costs through  purchase money financing  provided by vendors
and 40% by equity contributions. The parties will use their best efforts to have
60% of Estimated Project Costs covered by funds borrowed by RBL on a nonrecourse
or project basis (i.e. the First Mortgage Loan and equipment  financing) if such
borrowings are available on reasonable terms. RHC is prepared to invest up to an
additional  $7,000,000  to provide  funds to  complete  the Project on the terms
specified in Paragraph 5.

                  (c) Any advance by RHC of Project  Costs prior to Closing will
be secured by a mortgage  on the  Acquired  Land and will bear  interest  at the
prime rate plus 2% with principal and interest being repayable at the earlier of
(i) any sale or transfer by Eagle of the Acquired Land to a third party, (ii) on
a first priority basis from the proceeds of any first mortgage  financing on the
Acquired Land or (iii) three years from the date of the first such advance.

                  5.  Capital  Calls.  (a) If  RBL  determines  that  additional
capital ("Capital Call") is required, (a) it will notify ("Call Notice") RHC and
Eagle at least 60 days in advance,  (b) if RHC or Eagle fail to promptly,  after
expiration   of  the  Call  Notice   period,   fund  a  Capital   Call  in  cash
("Non-Responding  Owner"),  the  other  owner  may  (i)  put up 50% of the  Non-
Responding  Owner's  share of the  Capital  Call ("Call Pick Up") and the equity
percentages  of the RHC and Eagle shall be  adjusted as provided in  Paragraph 6
and (ii) lend or arrange for the loan of 50% of the Non-Responding Owner's share
of the Capital Call,  with interest at prime plus 3%, and interest and principal
being paid on a priority  basis  after  payment of any first  mortgage,  capital
lease and other debt  principal and interest  payments and unpaid  Project Costs
(except as otherwise  limited by Paragraph  4(a)),  which loan will be converted
into  equity if not  repaid in full  within two years  after the  opening of the
Casino.  A Capital Call will be permitted  (i) to pay Project Costs in excess of
Estimated Project Costs, (ii) for working capital to keep the Casino and related
facilities  operating  after the Casino  opening  and (iii) to repair or replace
damaged or worn-out  property  if amounts  are  required in excess of funds in a
reserve account, which will be established.

                  (b) If RHC  wishes  to  expand  the  Project  beyond  what  is
contemplated  by the Project plans  approved by Eagle and RHC, RHC agrees to use
reasonable efforts to find alternative  sources of financing prior to initiating
a Capital  Call,  provided  that RHC shall retain sole  discretion  to determine
whether the terms of such financing are acceptable. If, within 30

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days after RHC notifies Eagle of the proposed expansion,  Eagle has not notified
RHC to apply the Capital Call  provision  pursuant to Paragraph  5(a),  then RHC
will have the option ("Special Call") to purchase Eagle's equity interest in RBL
at the greater of (i) two times Eagle's  investment or (ii) the "Call Price" (as
defined in Paragraph 8(c)).

                  6.  Adjustments  of  Equity  Shares.  (a) If  there  is a Call
Pick-Up,  the equity  percentages  shall be  adjusted  based upon the  following
formula:  each owner's  Capital Account after a Capital Call shall be divided by
the Capital Accounts of the owners immediately prior to the Capital Call plus an
amount  equal to (i) 100% of any Capital  Call prior to opening of the Casino or
(ii) 110% of the Capital Call after opening of the Casino.

                  7.  Management Agreement.  At the Closing, RHC will enter
into a gaming  management  agreement with RBL, the principal  terms of which are
set forth on Exhibit E hereto (the "Management Agreement").

                  8.  Operating Agreement.  At the Closing, RHC and Eagle will
enter into an operating  agreement with respect to RBL equity with the following
principal terms:

                  (a) Mutual  rights of first  refusal on the sale of either the
underlying  assets of RBL or the RBL equity (including a 60 day preemptive right
on the sale of additional equity,  including convertible debt, by RBL to a third
party).

                  (b) Board  consisting  of number of persons  proportionate  to
RHC's and Eagle's  equity  interests  (e.g.,  initially RHC four and Eagle one),
provided  (i) RHC will have at least a majority of the Board and (ii) Eagle will
have at least one Board  member  only so long as Eagle has at least a 15% equity
interest.

                  (c) If  RBL's  EBITDA  exceeds  $15  million  for any 12 month
period  commencing 18 months after the Casino opens, RHC shall have the right to
call Eagle's  interest by paying in cash an amount ("Call  Price") equal to 110%
of "Appraised Value" (hereinafter  defined),  multiplied by Eagle's then current
equity percentage of RBL.

                  (d) Eagle shall have a put ("Put") to RBL commencing after the
Casino opens at a price ("Put Price") equal to 90% of the Appraised Value of RBL
multiplied  by Eagle's then current  equity  percentage of RBL and shall receive
payment in the form of a subordinated promissory note payable out of one-half of
the pre-tax net income of RBL (but only to the extent  permitted by RBL's senior
indebtedness  holders),  with interest on the unpaid  balance equal to the prime
rate plus 2%,  provided  that if Eagle  exercises the Put within 18 months after
the Casino opens,  the interest rate shall be the prime rate.  Such note will be
secured by a pledge of Eagle's former ownership  interest in RBL and will mature
no later than one year after the scheduled  maturity date of the First Mortgage.
If RHC (or an affiliate) will own 100% of the equity of RBL (after giving effect
to a Put by  Eagle),  Eagle  may,  in lieu of the RBL  note  referred  to in the
preceding sentence (in whole or in part) receive RHC common stock ("RHC

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Shares")  which (x) will be valued at the closing  market  price of RHC's common
stock on 20  trading  days  prior to the date  that  Eagle  notifies  RBL of its
exercise of the Put and (y) will be restricted  stock which may not be resold or
distributed  publicly  unless (i) in the opinion of counsel  satisfactory to RHC
such sale or distribution is exempt from  registration  under the Securities Act
of  1933 or (ii)  the RHC  Shares  are  included  in an  effective  registration
statement.  If RHC intends to  register  the public sale of shares of its common
stock for cash, Eagle shall have a right ("Piggy-Back Right") to include the RHC
Shares in such  registration,  provided that if the managing  underwriter[s]  of
such  offering  by RHC advise that all or a portion of the RHC Shares may not be
included  in such  registration  and  other  holders  of  piggyback  rights  are
similarly excluded, Eagle's request shall not be honored and in lieu thereof RHC
will  undertake to file a  registration  statement  covering the sale of the RHC
Shares within six months of the effective date of the registration  covering the
sale by RHC. Eagle shall have one demand registration right ("Demand Right") for
a sale of the RHC Shares in a firm commitment  underwritten public offering at a
specified  underwriting  discount as  specified  in an  underwriters'  letter of
intent.  As to the  Demand  Right,  RHC may (i) delay  registration  for up to 9
months  (except  that if the Put shall be given after the first  anniversary  of
opening of the  Casino,  the period of such delay may not exceed six months) and
(ii)  purchase the RHC Shares (and cancel  Eagle's  Demand  Right) for an amount
equal to the average  closing market price of RHC's common stock on the American
Stock Exchange on the 20 trading days immediately  preceding the exercise of the
Demand  Right minus such  underwriting  discount by notice to Eagle prior to the
effective date of the registration statement covering the RHC Shares.

                  (e) For purposes of  Paragraphs  8(c) and (d),  the  Appraised
Value shall equal the average of fair market values of RBL as a going concern as
determined by two big six accounting firms and/or investment  banking firms, one
of whom shall be  selected  by RBL and one of whom shall be  selected  by Eagle;
provided that if the individual  fair market values of RBL as determined by such
firms  differ by more than 25% and either RBL or Eagle  requests a third big six
independent  accounting firm (i.e. not the accountants for either RHC or Eagle),
such firms shall select a big six  accounting  firm to determine the fair market
value of RBL, and such third firm's  valuation shall be the Appraised Value. For
purposes of any such appraisals,  any capital  expenditures  during the prior 12
months in excess of 105% of depreciation and amortization  will be added back to
cash.  The costs of the  appraisals  shall be paid by RBL and deducted  from the
Appraised Value.

                  9. Eagle Parking on the Acquired Land. From the Closing to the
commencement  of  construction  by RBL on the Acquired Land which, in RBL's sole
discretion, shall require Eagle to vacate, Eagle may lease the Acquired Land for
an  indeterminate  term which shall be  terminable by either RBL or Eagle on not
less than 30 days prior written notice of  termination  or immediately  upon the
occurrence  of a Default and  otherwise  as  specified  pursuant to a lease,  in
customary form, which will be executed at or prior to the Closing and which will
contain the following general terms:

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                  (a) "Parking Lot Expenses;  Rent. Eagle will pay all operating
costs ("Parking Lot Expenses") associated with operation of a parking lot on the
Acquired Land on a so-called  triple net basis,  including  without  limitation,
taxes,  security and insurance against risks and in amounts specified by RBL and
naming RBL and RHC as  insureds.  Eagle will pay monthly  rent ("Base  Rent") of
$10,000 commencing 90 days after the Closing, payable in advance.

                  (b) "Default".  Eagle shall fail to pay any Parking Lot
Expenses or any installment of Base Rent 10 days after notice from RBL.

                  10.  Brokers' Fees.  RHC will issue 100,000 warrants to
Ladenburg Thalmann & Co. Inc. ("LT&C") as set forth in a letter,  dated March 3,
1997,  as financial  advisor and agent in arranging  first  mortgage  financing.
Eagle  will  pay  LT&C's  fees  for  advising  Eagle  in  connection   with  the
Transactions  and will indemnify RHC and RBL from all other brokers' or finders'
fees incurred by Eagle in connection with the  Transactions.  RHC will indemnify
Eagle and RBL from any brokers' or finders' fees as a result of RHC's actions.

                  11.  Public Offering.  Eagle acknowledges that RHC's ability
to enter into the transactions contemplated hereby is dependent upon receipt by
RHC of net  proceeds  of the sale in a public  offering  of  1,750,000  shares
to be underwritten  by LT&C.  RHC  will  use all  reasonable  efforts  to close
such offering, on terms acceptable at its sole discretion.

                  12.  Gaming Approval.  RHC has no reasonable basis for
believing that any government  approvals necessary for RHC to own and manage the
Casino cannot be obtained prior to the Closing. RHC agrees to use all reasonable
efforts to obtain such government approvals.

                  13.  Assignment; Other Gaming Opportunities.  (a)  RHC may
assign its rights and obligations  with respect to the  Transactions,  including
the Management Agreement, to one of its affiliates.

                  (b)  Eagle  and RHC,  and their  respective  affiliates  ("New
Project  Initiator")  shall offer any other  gaming  opportunities  which either
intends to develop in the Black Hawk/Central City area (other than the competing
Harrah's Black Hawk Casino and Harrah's  Central City Casino in which Eagle owns
equity interests) to RBL on a first refusal basis, provided, if RBL is unable to
undertake the development  because either Eagle or RHC refuses to contribute its
respective  pro-rata  shares of the required  equity capital in a timely fashion
the New Project Initiator may develop such opportunity outside RBL. Expansion of
the Project shall be governed by Paragraph 5(b).

                  14.  Pre-Closing Expenses.  RHC and Eagle anticipate that
they will each incur  certain  expenses  prior to Closing  in  performing  their
respective  obligations in accordance  with this Letter.  Except as specified in
this Letter or such other estimated expenses as may be added

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to Project  Costs by the  parties  at the time they  enter into the  Development
Agreement, RHC and Eagle shall each pay, and be exclusively responsible for, its
own expenses.

                  15.  No Shop.  As a material  inducement to RHC to proceed
with its due diligence review,  Eagle hereby agrees that it will not directly or
indirectly make,  solicit,  initiate,  encourage or respond to a submission or a
proposal of an offer from any person or entity  (other than RHC) relating to the
sale of the Acquired Land or any transaction involving Eagle which is similar to
the Project from the date of execution of this Letter through June 30, 1997.

                  16.  Publicity.  Neither RHC nor Eagle will publicly disclose
the nature of the Transactions  without the consent of the other,  provided that
the  foregoing  will not prevent  such  disclosure  if counsel for either RHC or
Eagle advise that such disclosure is legally required.

                  17.  Non-binding  Legal  Effect.  The execution of this letter
constitutes  an  expression  of interest by RHC and Eagle  regarding the subject
matter  hereof,  except for the  provisions of Paragraphs 14, 15 and 16. Without
limiting the  generality of the foregoing  except as contained in this Paragraph
17,  neither  party shall have any parties  obligation  with  respect to a joint
venture,  it being expressly  understood that such obligation would be contained
only in the definitive Development Agreement. This letter shall terminate if the
partners have not executed a definitive Development Agreement by June 30, 1997.

                  If the  foregoing  is  acceptable,  please sign and return the
enclosed copy prior to the close of business March 41, 1997.

                                                 Very truly yours,

                                                 RIVIERA HOLDINGS CORP.


                                                 By:___________________________

ACCEPTED:

EAGLE GAMING, L.P.


By:  WILD WEST DEVELOPMENT
     CORPORATION, GENERAL PARTNER


By:______________________________
Dated:  __________ __, 1997

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