Exhibit 10.24



                             SHAREHOLDERS' AGREEMENT

                           Dated as of March 14, 2000

                                      among

                    WINDSOR WOODMONT BLACK HAWK RESORT CORP.

                                       and

                  THE SHAREHOLDERS LISTED ON SCHEDULE A HERETO






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                             SHAREHOLDERS' AGREEMENT


     This SHAREHOLDERS' AGREEMENT (this "Agreement"), is entered into as of
March 14, 2000, among Windsor Woodmont Black Hawk Resort Corp., a Colorado
corporation (the "Company"), and those shareholders listed on Schedule A hereto
(each, a "Shareholder" and, collectively, the "Shareholders").

     WHEREAS, the Shareholders have agreed to purchase an aggregate of 1,000,000
shares of Common Stock of the Company, par value $.01 per share (the "Shares")
in the amounts set forth on Schedule A hereto;

     WHEREAS, on or prior to the date hereof, the Company has amended and
restated its Articles of Incorporation and Bylaws in the forms attached hereto
as Exhibit A and Exhibit B hereto, respectively; and

     WHEREAS, the Shareholders and the Company wish to record their
understanding regarding certain matters relating to the management of the
Company and certain other matters;

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.1 Definitions In addition to the terms defined in the preamble
and recitals to this Agreement and elsewhere herein, the following terms shall
have the meanings set forth herein for the purposes of this Agreement:

          "Affiliate" with respect to a Person, means a Person that controls, is
     controlled by or is under common control with such Person. For purposes of
     this definition, "control," when used with respect to any Person, means the
     power to direct the management and policies of such Person, directly or
     indirectly, whether through the ownership of voting securities, by contract
     or otherwise; and the terms "affiliated," "controlling" and "controlled"
     have meanings correlative to the foregoing.

          "Beneficial Owner" means any Person deemed to be a "beneficial owner"
     of a security as defined in Rule 16a-l(a)(2) under the Exchange Act. The
     terms "Beneficially Own" and "Beneficial Ownership" have correlative
     meanings.

          "Board" means the Company's Board of Directors.

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          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Fully Diluted Basis" with respect to any security, means all of the
     issued shares of such security and includes, without limitation, (a) all of
     the outstanding shares of such security (except shares then held by or for
     the account of the issuer or its wholly owned subsidiaries), (b) any and
     all shares of such security issuable upon conversion of securities
     convertible into such security, whether or not convertible at such time,
     and (c) any and all shares of such security issuable upon exercise of other
     exercisable rights to acquire such security, including options, warrants
     and participation rights, whether or not exercisable at such time.

          "Person" means any individual, corporation, proprietorship, firm,
     partnership, limited partnership, limited liability company, trust,
     association or other entity.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Warrant Holders" means the purchasers of the Company's units, Hyatt
     Gaming Management, Inc., U.S. Bancorp Libra and the purchasers of the
     Company's Series B preferred stock who acquire Warrants on the date hereof.

          "Warrants" means the warrants to purchase Shares to be issued on the
     date hereof to the Warrant Holders.

          "Warrant Shares" means the Shares issuable upon the exercise of
     Warrants.

                                   ARTICLE II
                              BOARD REPRESENTATION

     Section 2.1 Composition of Board. The Company's Board will be comprised of
six (6) members. A director shall serve until the next annual meeting of the
Shareholders and until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation or removal.

     Section 2.2 Director Qualifications. The Shareholders will not name any
person as a nominee to become a member of the Board of the Company (a "Director
Nominee") if (a) such person is not reasonably experienced in business,
financial, hotel management or gaming industry matters; (b) such person has been
convicted of, or has pled nolo contender to, a felony; (c) the election of such
person would violate any law; (d) such person is prohibited from licensure under
the Colorado Limited Gaming Act or other similar law; or (e) any event required
to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act

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has occurred with respect to such person. The Company agrees that it will use
its best efforts to cause the election of the Director Nominees to the Company's
Board and each of the Shareholders agrees that it shall vote (or cause to be
voted) all Shares Beneficially Owned by it in favor of such Director Nominees.

     Section 2.3 Covenant to Vote.

     (a) So long as The Ravich Revocable Trust of 1989 (the "Ravich Trust") owns
shares of the Company's Series B preferred stock, Jess Ravich, acting in his
capacity as trustee of the Ravich Trust, shall be entitled to nominate one
person for election as director of the Company.

     (b) Each of the Shareholders shall appear in person or by proxy at any
annual or special meeting of Shareholders called for the purpose of voting on
the election of such director, if such director has been nominated for election,
or removal of such director, if such director has been designated for removal,
for the purpose of obtaining a quorum and shall vote or cause the vote of the
Shares owned by such Shareholder in favor of such election of the director
nominated, or removal and/or replacement of the director designated, in
accordance with this Section 2.3. If the Ravich Trust does not designate a
director pursuant to this Section 2.3, each of the Shareholders shall appear in
person or by proxy at any annual or special meeting of Shareholders for the
purpose of obtaining a quorum and shall vote or cause the vote of the Shares
owned by such Shareholder, for the re-election of the prior director designated
by the Ravich Trust failing to exercise its rights to designate a director
pursuant to this Section 2.3. Notwithstanding the foregoing, Paul Steelman and
Christiania Limited Partnership, as Shareholders entitled to appear, shall not
be required to appear in person or by proxy at any annual or special meeting of
Shareholders called for any purpose set forth in this Section 2.3(b) or Section
2.3 (c).

     (c) The director designated by the Ravich Trust shall be subject to removal
by the Ravich Trust, with or without cause. The Ravich Trust shall have the
right to call a special meeting of Shareholders at any time, and from time to
time, for the sole purpose of removing from the Board of the Company, with or
without cause, any person nominated by the Ravich Trust for election as a
director, and in such event, the Shareholders shall vote all of their Shares in
support of such removal and for the election of such replacement as may be
nominated by the Ravich Trust. The Shareholders shall then cause the Company to
remove from the Board of the Company the person so removed and elect as a
director of the Company the person who was elected as a replacement to the Board
by the Ravich Trust.

     Section 2.4 Resignation, etc., of Directors. In the event of the death,
disability, removal or resignation of a Director Nominee (other than the
director designated by the Ravich Trust), the Shareholders shall have the right,
within 30 days after such death, disability, removal or resignation, to name a
successor Director Nominee who shall be appointed by the remaining directors
then in office to serve the unexpired term of such director. Any member of the
Board (other than the director designated by the Ravich Trust) may be removed
upon the affirmative vote of a majority of the holders of the Shares outstanding
which are entitled to vote thereon.

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     Section 2.5 Directors' Meeting. Immediately upon execution of this
Agreement by all parties hereto, the directors of the Company shall hold a
special meeting to appoint officers of the Company in accordance with Schedule
2.5.

     Section 2.6 Suitability. The qualifications of directors to serve on the
Board is at all times subject to approval by the Colorado Limited Gaming Control
Commission. Members of the Board are subject to the jurisdiction of the Colorado
Limited Gaming Control Commission and may be investigated by the Colorado
Division of Gaming. No person may serve on the Board if he or she is found to be
unsuitable, at any time, by the Colorado Limited Gaming Control Commission. Any
director who is not found to be suitable by the Colorado Limited Gaming Control
Commission on or prior to August 14, 2001 shall be removed.


                                   ARTICLE III
                            COVENANTS OF THE PARTIES

     Section 3.1 Access to Information. Until the date on which a Shareholder's
Beneficial Ownership of Shares falls below 1% of the Shares on a Fully Diluted
Basis, at any time during regular business hours and as often as reasonably
requested of the Company's officers, the Company shall permit such Shareholder
or any of its authorized employees, agents or representatives, to examine and
make copies and abstracts from the records and books of account of, and to visit
the properties of, the Company and to discuss the affairs, finances, and
accounts of the Company with any of its officers or directors and the Company
will make its officers, directors and agents available for such purpose;
provided, that all costs and expenses of such inspection shall be borne by such
Shareholder; and provided, further, that such Shareholder shall keep such
information confidential, except that such Shareholder may disclose such
information to its employees and advisors as necessary in the management and
operation of such Shareholder's business and investment in the Company and that
such Shareholder may disclose such information as required by law.

     Section 3.2 Information. The Company shall provide to each Shareholder a
quarterly report of the affairs of the Company within 45 days after the end of
each calendar quarter (other than the fourth quarter of each year) and shall
provide to each such Shareholder an audited annual report within 90 days after
the end of each year, such reports to contain financial information prepared in
accordance with generally accepted accounting principles consistently applied.

     Section 3.3 Non-Interference. The Company shall not enter into any
agreement or arrangement with any person which shall impede or impair the rights
granted to any Shareholder in this Agreement in any manner; provided, however,
that the Shareholders acknowledge and agree that any right to payment of
dividends on the Shares shall be subject to the provisions of the Indenture,
dated March 14, 2000, between the Company and SunTrust Bank as trustee.

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     Section 3.4 Restrictions on Transfer.

     (a) Except as provided in Section 3.5 below with respect to Permitted
Transferees (defined below), and except as provided in the Company's Articles of
Incorporation, including, without limitation, Section 7 thereof, or required by
law, including, without limitation, any gaming law, each of the Shareholders
severally agrees that it will not, directly or indirectly, offer, sell, contract
to sell or otherwise dispose of (or announce any offer, sale, contract of sale
or other disposition of) ("Transfer") any Shares to a third party unless (a)
such Shareholder agrees to notify the remaining Shareholders and the Company,
(b) such Transferring Shareholder agrees to follow the procedure for purchase of
the Shares set forth in Section 3.5, (c) the proposed Transfer has been approved
in writing by holders of a majority of the issued and outstanding Shares, and
(d) the transferee(s) of such Shares prior to any such Transfer shall have
agreed in writing to be bound by the provisions of this Agreement, as evidenced
by such transferee(s)' execution of a counterpart signature page hereto. With
respect to all Transfers of Shares, no Shareholder may Transfer Shares without
prior written approval of the Colorado Division of Gaming, and any attempt to
Transfer Shares without such approval is void.

     (b) Notwithstanding any other provisions in this Agreement to the contrary,
each Shareholder acknowledges that such Shareholder may not transfer Shares to
any person other than a Qualified Purchaser (as such term is defined in the
Company's Articles of Incorporation) or the Company, if the Company has issued
to such Shareholder a Call Notice relating to a Suitability Problem (as such
term is defined in the Company's Articles of Incorporation) as set forth more
fully in the Company's Articles of Incorporation. Any Transfer of Shares made by
a Shareholder after its receipt of a Call Notice to a Qualified Purchaser
approved by the Company shall not be subject to the restrictions on transfer set
forth in this Agreement, including, without limitation, the restrictions set
forth in Section 3.4(a) and Section 3.5.

     Section 3.5 Third-Party Offers.

     (a) Any Shareholder (a "Transferring Shareholder") may at any time Transfer
any of its Shares pursuant to a bona fide offer (a "Third-Party Offer") in
writing signed by the person or entity to whom the Transfer is to be made, which
Third-Party Offer shall identify the offeror and fully set forth the terms and
conditions of such Third-Party Offer; provided, however, that such Transferring
Shareholder first shall offer such Shares in writing (the "Transferring
Shareholder's Offer") to the other Shareholders of the Company (collectively,
the "Remaining Shareholders") and then to the Company, in that order, for the
same price and on the same terms as were set forth in the Third-Party Offer. The
right to receive the Transferring Shareholder's Offer may be waived in writing
by any of the Remaining Shareholders or by the Company. The Transferring
Shareholder's Offer shall be accompanied by a copy of the Third Party Offer and
shall be irrevocable and remain in effect for a 30-day period, unless sooner
terminated by the agreement of the Remaining Shareholders and the Company or as
otherwise provided in this Agreement.

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     (b) Unless the Transferring Shareholder's Offer is sooner rejected by the
Remaining Shareholders, the Remaining Shareholders shall have the exclusive
right, but not the obligation, to purchase the Shares offered on a pro rata
basis in accordance with their respective ownership interests in the Company, by
accepting the Transferring Shareholder's Offer within a 30-day period (the
"Remaining Shareholders' Option Period") beginning on the date of the
Transferring Shareholder's offer. The Remaining Shareholders may accept the
Transferring Shareholder's Offer by sending a written notice to the Transferring
Shareholder on or before the end of the Remaining Shareholders' Option Period,
specifying the number of Shares which such Remaining Shareholder proposes to
purchase. If any Remaining Shareholder elects not to exercise such option with
respect to any or all of the Transferring Shareholder's Shares which it is
entitled to purchase, each of the other Remaining Shareholders may elect to
purchase such Shares in the manner provided in this subsection (b). Failure by
any Remaining Shareholder to give such notice within such time period shall be
deemed an election by it not to exercise its option.

     (c) If the Remaining Shareholders fail to exercise such option with respect
to any or all of the Shares proposed to be transferred, the Company shall
thereupon have the option, but not the obligation, to purchase, for the same
price and on the same terms as set forth in the Third Party Offer, that portion
of the Transferring Shareholder's Shares as to which the Remaining Shareholders
have not exercised their option. Within 30 days after the Remaining
Shareholders' notice or within 60 days after the Transferring Shareholder's
Offer, the Company shall give written notice to the Transferring Shareholder and
the Remaining Shareholders stating whether or not it elects to exercise its
option and the number of Shares, if any, which it elects to purchase.

     (d) If the Remaining Shareholders and the Company reject or fail to timely
accept the Transferring Shareholder's Offer within the time periods set forth
above, then subject to Section 3.4(a), the Transferring Shareholder may transfer
its Shares during the 30-day period following the earlier of the rejection of
the Transferring Shareholder's Offer by the Remaining Shareholders and the
Company or the expiration of the Transferring Shareholder's Offer without
acceptance by any offerees, but only strictly in accordance with the terms and
conditions of the Third-Party Offer and only to the person or entity which made
the Third-Party Offer. If the Transferring Shareholder does not Transfer its
Shares during such 30-day period in accordance with this Section 3.5, then the
Transferring Shareholder must re-offer its Shares pursuant to this Section 3.5
in the same manner as upon its initial receipt of the Third-Party Offer.

     (e) Notwithstanding any other provision in this Agreement to the contrary,
this Section 3.5 shall not apply to any Transfer of Shares made by a Shareholder
due to such Shareholder's receipt of a Call Notice from the Company because of a
Suitability Problem.

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     Section 3.6 Permitted Transfers. The restrictions contained in Section
3.4(a) and Section 3.5 will not apply with respect to any Transfer (a) by a
Shareholder pursuant to applicable laws of descent and distribution, (b) by an
individual Shareholder to such Shareholder's spouse and descendants (whether
natural or adopted) and any trust for the benefit of the Shareholder and/or such
Shareholder's spouse and/or descendants, or any entity controlled (directly or
indirectly) by any such person, employees, affiliates or affiliates' employees
(c) by a Shareholder that is a partnership, to such Shareholder's general and
limited partners, (d) by a Shareholder that is a trust, to the beneficiaries of
such Shareholder; provided that the restrictions contained in Section 3.4(a)
shall continue to be applicable to the Shares after any such Transfer, (e) by a
beneficiary of any Shareholder that is a trust, to such beneficiary's spouse and
descendants (whether natural or adopted) and any trust for the benefit of him or
her and/or his or her spouse and/or descendants or any entity controlled
(directly or indirectly) by any such person, employees, affiliates or
affiliates' employees, or pursuant to applicable laws of descent and
distribution with respect to such beneficiary, (f) by a corporate Shareholder,
to such Shareholder's employees, affiliates or affiliates' employees, (g) by any
Shareholder to one or more other Shareholders and/or their Affiliates, and (h)
set forth on Schedule B hereto; and provided, further, that, with respect to
Transfers of Shares pursuant to clauses (a) through (h) above, the transferees
of such Shares (each such transferee a "Permitted Transferee") (x) prior to any
such Transfer shall have agreed in writing to be bound by the provisions of this
Agreement, as evidenced by each such transferees' execution of a counterpart
signature page hereto (to the extent such Permitted Transferee is not already a
party to this Agreement or has not already agreed to be bound by the provisions
of this Agreement, as evidenced by a counterpart signature hereto), and (y)
Transfer of stock shall require the prior approval of the Colorado Division of
Gaming, and shall be void and any attempted Transfer shall be void absent
Colorado Division of Gaming approval.

     Section 3.7 Rights of Subsequent Holder. Subject to the restrictions set
forth in Section 3.4(a) and Section 3.5 and elsewhere in this Agreement, any
subsequent holder of Shares shall be entitled to all benefits hereunder as a
holder of such Shares.

     Section 3.8 Value of Real Property. Each Shareholder, by its execution of
this Agreement, hereby agrees that the value of the real property contributed by
Windsor Woodmont, LLC to the Company has a value of $33,500,000.

     Section 3.9 Tag-Along Rights.

     (a) In the event of any proposed Transfer of Shares by any of the
Shareholders in any transaction, or a series of related transactions involving
Shares aggregating at least 15% of the total Shares then collectively owned by
the Shareholders to a Person (such other Person being hereinafter referred to as
the "Proposed Purchaser"), other than pursuant to a Permitted Transfer, each
Warrant Holder shall have the right to require the Shareholders to cause the
Proposed Purchaser to purchase from each of them a number of Warrant Shares
owned by such Warrant Holder equal to (1) the total number of Shares to be sold
by the Shareholders to the Proposed Purchaser (collectively, the "Transfer
Interests"), multiplied by (2) a fraction, the numerator of which is the number

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of Warrant Shares owned by such Warrant Holder, and the denominator of which is
the total number of Shares owned by the Shareholders and Warrant Shares owned by
the Warrant Holders. Any Warrant Shares purchased from the Warrant Holders
pursuant to this provision shall be paid for at the same price per Share and
upon the same terms and conditions of such proposed transfer by such
Shareholders; provided, that the price to be paid by the Proposed Purchaser
shall equal the price proposed to be paid per Warrant Share less the exercise
price of the Warrant. The Company or the Shareholder proposing to engage in such
Transfer shall notify, or cause to be notified, each Warrant Holder in writing
of each such proposed Transfer at least 15 days prior to the date thereof. Such
notice shall set forth (1) the name of the Proposed Purchaser and the number of
Shares proposed to be transferred, (2) the name and address of the Proposed
Purchaser; (3) the proposed amount of consideration and terms and conditions of
payment offered by such Proposed Purchaser (if the proposed consideration is not
cash, the notice shall describe the terms of the proposed consideration), and
(4) that either the Proposed Purchaser has been informed of the "Tag-Along
Right" and has agreed to purchase Warrant Shares in accordance with the terms of
this Agreement or that the selling Shareholders will make such purchase.


     (b) The Tag-Along Rights may be exercised by any Warrant Holder by delivery
of a written notice to the Company (the "Tag-Along Notice"), within five days
following his receipt from the Company of the notice specified in the preceding
paragraph. The Tag-Along Notice shall state the number of Warrant Shares that
such Warrant Holder proposes to include in such Transfer to the Proposed
Purchaser determined as aforesaid. Failure to provide a Tag-Along Notice within
the five-day notice period shall be deemed to constitute an election by such
Warrant Holder not to exercise its Tag-Along Rights.

     (c) In the event that the Proposed Purchaser does not purchase Warrant
Shares from the Warrant Holders on the same terms and conditions as purchased
from the Shareholders, then the Shareholders making such Transfer shall purchase
such Warrant Shares if the Transfer occurs.

     (d) Tag-Along Rights shall terminate upon the effectiveness of any
registration statement filed with the SEC with respect to the Shares in an
initial public equity offering or subsequent public equity offering if, after
giving effect so such offering, at least 50% of the Fully Diluted Number of
Shares would be held by Persons unaffiliated with the Company and without
restriction on transfer under the Securities Act.

     Section 3.10 Drag-Along Rights.

     (a) In the event of any proposed Transfer of Shares for value by any of the
Shareholders in any transaction, or a series of related transactions, involving
Shares aggregating at least 51% of the Fully Diluted Number of Shares to any
other Person who is a bona fide third party purchaser (such other Person being
hereinafter referred to as the "Proposed Purchaser"), other than pursuant to an
Permitted Transfer, the Shareholders shall have the right to require each
Warrant Holder to transfer to the Proposed Purchaser a number of Warrant Shares
owned by such Warrant Holder equal to (1) the total number of Shares (including

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the number of Warrant Shares) owned by such Warrant Holder, multiplied by (2) a
fraction, the numerator of which is the number of Shares to be sold by the
Shareholders to the Proposed Purchaser and the denominator of which is the total
number of Shares then owned by the Shareholders. Any Warrant Shares purchased
from Warrant Holders pursuant to this provision shall be paid for at the same
price per Share and upon the same terms and conditions of such proposed Transfer
by such Shareholders; provided, that the price to be paid by the Proposed
Purchaser shall equal the price proposed to be paid per Warrant Share less the
exercise price of the Warrant. The Company or the Shareholder proposing to
engage in such Transfer shall notify, or cause to be notified, each Warrant
Holder in writing of each such proposed Transfer at least 15 days prior to the
date thereof. Such notice shall set forth (1) the name of the Proposed Purchaser
and the number of Shares proposed to be transferred, (2) the name and address of
the Proposed Purchaser, (3) the proposed amount of consideration and terms and
conditions of payment offered by such Proposed Purchaser (if the proposed
consideration is not cash, the notice shall describe the terms of the proposed
consideration) and (4) that the Proposed Purchaser has been informed of the
"Drag-Along Right" and has agreed to purchase the Warrant Shares in accordance
with the terms of this Agreement, or that the selling Shareholders will make
such purchase.

     (b) In the event that the Proposed Purchaser does not purchase Warrant
Shares from Warrant Holders on the same terms and conditions as purchased from
the Shareholders, then the Shareholders making such Transfer shall purchase such
Warrant Shares if the Transfer occurs.

     (c) Drag-Along Rights shall terminate upon the effectiveness of any
registration statement filed with the SEC with respect to the Shares in an
initial public equity offering or subsequent public equity offering if, after
giving effect to such offering, at least 50% of the Fully Diluted Number of
Shares would be held by Persons unaffiliated with the Company and without
restriction on transfer under the Securities Act.


                                   ARTICLE IV
                                  MISCELLANEOUS

     Section 4.1 Termination. In the event that any Shareholder shall be in
default of its obligations hereunder and any such default shall continue for a
period of 30 days after any other Shareholder or the Company has given written
notice thereof to such defaulting party, then the rights (but not the
obligations) under this Agreement of such defaulting party shall terminate.

     Section 4.2 Beneficial Ownership. The Shareholders shall promptly hereafter
notify the Company of their respective initial percentages of Beneficial
Ownership of Shares and immediately notify the Company of any changes thereto
and the Company shall be entitled to rely upon such notices without incurring
any liability to any other party hereunder. Each Shareholder shall respond
promptly to any request made by the Company to provide or confirm Beneficial
Ownership of Shares.

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     Section 4.3 Acknowledgments.

     (a) Each of the parties hereto acknowledges that the restrictions,
prohibitions and other provisions hereof are reasonable, fair and equitable in
scope, terms and duration, are necessary to protect the legitimate business
interests of each of the other parties hereto, and are a material inducement to
such party to enter into the transactions contemplated by this Agreement.

     (b) Each of the parties hereto acknowledges that the obligations undertaken
by it pursuant to this Agreement are unique and that the other parties hereto
will not have an adequate remedy at law if it shall fail to perform any of its
obligations hereunder, and each of the parties hereto therefore confirms that
the right of each other party hereto to specific performance of the terms of
this Agreement is essential to protect the rights and interests of such party.
Accordingly, in addition to any other remedies that any party hereto may have at
law or in equity, each such party shall have the right to have all obligations,
covenants, agreements and other provisions of this Agreement specifically
performed by each other party hereto, and each party shall have the right to
obtain preliminary and permanent injunctive relief (without posting any bond or
other security) to secure specific performance and to prevent a breach or
contemplated breach of this Agreement by each other party hereto.

     (c) If performance of any provision of this Agreement, at the time such
performance shall be due, shall transcend the limit of validity prescribed by
law, then the obligation to be performed shall be reduced to the limit of such
validity; and if any clause or provision contained in this Agreement operates or
would operate to invalidate this Agreement, in whole or in part, then such
clause or provision only shall be held ineffective, as though not herein
contained, and the remainder of this Agreement shall remain operative and in
full force and effect. The parties shall negotiate in good faith a replacement
clause or provision as consistent with the ineffective clause or provision as is
practicable under law.

     (d) Each of the parties acknowledges that a Shareholder may not transfer
any Shares except in strict accordance with the terms of this Agreement and that
any Transfer requires the prior written approval of the Colorado Division of
Gaming. Shareholder further acknowledges that Shareholder is aware that the
Colorado Division of Gaming or the Colorado Limited Gaming Control Commission
may require the Shareholder to apply for a suitability determination with the
Colorado Limited Gaming Control Commission.

     Section 4.4 Expenses. Except as otherwise specifically provided in this
Agreement, each party hereto shall bear its own costs and expenses with respect
to the transactions contemplated hereby.

     Section 4.5 Amendment. This Agreement may be amended, modified or
supplemented but only in writing signed by each of the parties hereto.

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     Section 4.6 Notices. Any notice, request, instruction or other document to
be given hereunder shall be in writing and shall be deemed to have been given
(a) when received if given in person or by courier or a courier service, (b) on
the date of transmission if sent by facsimile or other wire transmission or (c)
three business days (seven business days for overseas mail) after being
deposited in the U.S. mail, certified or registered mail, postage prepaid,
addressed (i) in the case of the Company, at 4144 North Central Expressway,
Suite 1200, Dallas, Texas 75204, and (ii) in the case of the Shareholders, as
specified on Schedule A, or to such other individual or address as a party
hereto may designate for itself by notice given as herein provided.

     Section 4.7 Waivers. The failure of a party hereto at any time or times to
require performance of any provision hereof shall in no manner affect its right
at a later time to enforce the same. No waiver by a party of any condition or of
any breach of any term, covenant, representation or warranty contained in this
Agreement shall be effective unless in writing, and no waiver in any one or more
instances shall be deemed to be a further or continuing waiver of any such
condition or breach in other instances or a waiver of any other condition or
breach of any other term, covenant, representation or warranty.

     Section 4.8 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     Section 4.9 Interpretation. To the extent that any provision of this
Agreement is more restrictive than the Company's Bylaws, the provision of this
Agreement shall govern. The headings preceding the text of Articles and Sections
included in this Agreement and the headings to Exhibits and Schedules attached
to this Agreement are for convenience only and shall not be deemed part of this
Agreement or be given any effect in interpreting this Agreement. The use of the
masculine, feminine or neuter gender herein shall not limit any provision of
this Agreement. The use of the terms "including" or "include" shall in all cases
herein mean "including, without limitation" or "include, without limitation,"
respectively. Underscored references to Articles, Sections, Subsections,
Exhibits or Schedules shall refer to those portions of this Agreement.

     Section 4.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS.

     Section 4.11 Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
Notwithstanding the foregoing, except as otherwise specifically provided in this
Agreement, no assignment of any rights or obligations shall be made by any party
without the written consent of the other parties. In the case of any assignment
permitted under this Section 4.11, the Company agrees to execute any necessary
or appropriate documents to acknowledge and effect any such assignment.

                                      -12-

<PAGE>


     Section 4.12 No Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties hereto and no provision of this Agreement shall be deemed
to confer upon other third parties any remedy, claim, liability, reimbursement,
cause of action or other right.

     Section 4.13 Remedies Cumulative. The remedies provided in this Agreement
shall be cumulative and shall not preclude the assertion or exercise of any
other rights or remedies available by law, in equity or otherwise.

     Section 4.14 Entire Understanding. This Agreement sets forth the entire
agreement and understanding of the parties hereto with respect to the matters
set forth herein and supersedes any and all prior agreements, arrangements and
understandings among the parties.

     Section 4.15 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

     Section 4.16 No Presumption Against Drafter. Each of the parties hereto has
jointly participated in the negotiation and drafting of this Agreement. In the
event of any ambiguity or a question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by each of the parties hereto
and no presumptions or burdens of proof shall arise favoring any party by virtue
of the authorship of any of the provisions of this Agreement.

     Section 4.17 Forum Selection and Consent to Jurisdiction. EACH OF THE
COMPANY, AND THE SHAREHOLDERS AGREE THAT ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT BETWEEN OR AMONG SUCH
PARTIES, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE
OF COLORADO OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO.
EACH OF THE COMPANY, AND THE SHAREHOLDERS HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF COLORADO AND OF THE
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO FOR THE PURPOSE OF ANY
SUCH LITIGATION AS SET FORTH ABOVE. EACH OF THE COMPANY AND THE SHAREHOLDERS
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



                                      * * *

                                      -13-

<PAGE>


     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed and delivered as of the date first above written.

                                           WINDSOR WOODMONT BLACK HAWK
                                            RESORT CORP.


                                           By:
                                                --------------------------------
                                           Name:
                                           Title:


                                           By:
                                                --------------------------------
                                           Name:
                                           Title:


                                           SHAREHOLDERS:


                                      -14-

<PAGE>

<TABLE>
<CAPTION>

                                   Schedule A

                                  SHAREHOLDERS

                                                                                 Number of Shares
Name                                     Address                                 Subscribed For
----                                     -------                                 --------------
<S>                                      <C>                                     <C>
Maureen Connolly Brinker,                9410 Alva Ct.                           60,606
   Deceased Trust                        Dallas, TX  75220
W. Daniel Johnson                        4132 South Rainbow Blvd.                20,000
                                         #385
                                         Las Vegas, NV  89103
Larry Elins                              15260 Ventura Blvd.                     54,545
                                         Suite #1020
                                         Sherman Oaks, CA  91403
Charles R. Lewis                         3817 Diamond Ct. West                   18,182
                                         Fort Worth, TX  76180
Israel Espinoza                          13420 Winterhaven Dr.                   6,061
                                         Dallas, TX  75234
Robert E. Martin                         6047 Nieway Rd.                         32,121
                                         Dallas, TX  75230
John M. Martin                           5752 Beekshire                          32,121
                                         Dallas, TX  75209
Robert W. Martin                         M4 Products                             32,121
                                         2520 Merrell Rd.
                                         Dallas, TX  75229
Normandy, Inc.                           3811 Turtle Creek Blvd.                 159,290
                                         Suite 250
                                         Dallas, TX  75205
Dauderman Living Trust                   3 Hillsboro                             78,792
         Dated March 15, 1994            Newport Beach, CA  92660
Patricia Deal                            3709 Lexington Ave.                     95,802
                                         Dallas, TX  75205
Colorado Five, Ltd.                      Folsom Properties                       30,303
                                         16475  Dallas Parkway
                                         Suite 900
                                         Addison, TX  75001
Daniel P. Robinowitz                     Windsor Woodmont, LLC                   27,500
                                         2231 Valdina Street
                                         Dallas, TX 75207
DPR 1992 Trust                           c/o Windsor Woodmont, LLC               26,693
                                         2231 Valdina Street
                                         Dallas, TX 75207

<PAGE>


Cordell Consultants Money Purchase Plan  3333 Poincianna Avenue                  5,000
                                         Coconut Grove, FL 33133
Windsor Woodmont, LLC                    2231 Valdina Street                     107,500
                                         Dallas, TX 75207
APR 21st Century Trust                   c/o Donald J. Malouf                    83,290
                                         8115 Preston Rd., Suite 600
                                         Dallas, TX 75225
AMR 21st Century Trust                   c/o Donald J. Malouf                    83,290
                                         8115 Preston Rd., Suite 600
                                         Dallas, TX 75225
Paul Steelman                                                                    46,783

</TABLE>

<PAGE>



                                  Schedule 2.5

                             Officers of the Company


    Name                             Title
    ----                             -----

    Daniel P. Robinowitz             President and Chief Executive Officer

    Michael L. Armstrong             Executive Vice President, Chief Financial
                                     Officer and Secretary

    Timothy G. Rose                  Executive Vice President, Development



<PAGE>

                                  Schedule 3.6

                         ADDITIONAL PERMITTED TRANSFERS



1.   Transfers pursuant to the Stock Purchase Agreement, dated as of March 14,
     2000, by and between Normandy, Inc. and the APR 21st Century Trust.

2.   Transfers pursuant to the Stock Purchase Agreement, dated as of March 14,
     2000, by and between Normandy, Inc. and the AMR 21st Century Trust.

3.   Transfers pursuant to the Stock Purchase Agreement, dated as of March 14,
     2000, by and between the DPR 1992 Trust and the APR 21st Century Trust.

4.   Transfers pursuant to the Stock Purchase Agreement, dated as of March 14,
     2000, by and between the DPR 1992 Trust and the AMR 21st Century Trust.

5.   Transfers pursuant to the Stock Purchase Agreement, dated as of March 14,
     2000, by and between the DPR 1992 Trust and Cordell Consultants Money
     Purchase Plan.

6.   Transfers by Windsor Woodmont, LLC of Shares held by Windsor Woodmont, LLC
     for the benefit of certain of its employees and others who have provided
     services for the benefit of Windsor Woodmont, LLC who hold options to
     acquire such Shares.

7.   Transfers by Normandy, Inc. of up to 46,000 Shares.


<PAGE>




                                    Exhibit A

              First Amended and Restated Articles of Incorporation



<PAGE>




                                    Exhibit B

                        FIRST Amended and Restated Bylaws