PARTNERSHIP AGREEMENT


                                       OF


                             RIVERSIDE JOINT VENTURE



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

      Section                                                                                                   Page

      <S>         <C>      <C>                                                                                   <C>
         I.       Basic Provisions..............................................................................  1

                  1.       Formation of Partnership.............................................................  1

                  2.       Name of the Partnership..............................................................  1

                  3.       Principal Place of Business..........................................................  1

                  4.       Definitions..........................................................................  1
                  4.1      Accounting Principles................................................................  1
                  4.2      Additional Capital Contributions.....................................................  2
                  4.3      Adjacent Fee Site....................................................................  2
                  4.4      Adjacent Fee Site Agreements.........................................................  2
                  4.5      Affiliate............................................................................  2
                  4.6      Affiliate (Controlled)...............................................................  2
                  4.7      Affiliate Loan.......................................................................  2
                  4.8      Affiliate (Wholly Owned).............................................................  2
                  4.9      Agreement............................................................................  3
                  4.10     Annual Plan..........................................................................  3
                  4.11     Appraisal Buyout.....................................................................  3
                  4.12     Appraisal Buyout Notice..............................................................  3
                  4.13     Appraisal Buyout Price...............................................................  3
                  4.14     Appraisal Purchaser..................................................................  3
                  4.15     Appraiser............................................................................  3
                  4.16     Arbitrator...........................................................................  3
                  4.17     Authorized Appraiser ................................................................  3
                  4.18     Available Cash.......................................................................  3
                  4.19     Beneficial Owner(ship)...............................................................  3
                  4.20     Budgets..............................................................................  3
                  4.21     Business Day.........................................................................  3
                  4.22     Buy/Sell.............................................................................  3
                  4.23     Buy/Sell Notice......................................................................  3
                  4.24     Buy/Sell Price.......................................................................  3
                  4.25     Buy/Sell Response....................................................................  4
                  4.26     Capital Account......................................................................  4
                  4.27     Capital Contribution.................................................................  4
                  4.28     Capital Stock .......................................................................  4
                  4.29     Change of Control of Players' Parent.................................................  4
                  4.30     Code.................................................................................  5
                  4.31     Competing Developer..................................................................  5

                                     - ii -

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                  4.32     Construction Costs...................................................................  5
                  4.33     Consumer Price Index.................................................................  5
                  4.34     Continuing Liabilities...............................................................  5
                  4.35     Conversion Notice....................................................................  5
                  4.36     Cost Budget..........................................................................  6
                  4.37     Debt.................................................................................  6
                  4.38     Debtor Partner.......................................................................  6
                  4.39     Default Lender.......................................................................  6
                  4.40     Default Loan.........................................................................  6
                  4.41     Defaulting Partner...................................................................  6
                  4.42     Depreciation.........................................................................  6
                  4.43     Designated Appraiser.................................................................  6
                  4.44     Distributable Cash...................................................................  7
                  4.45     Effective Date.......................................................................  7
                  4.46     Entertainment Facilities.............................................................  7
                  4.47     Event of Default.....................................................................  7
                  4.48     Exchange Act.........................................................................  7
                  4.49     Excluded Person......................................................................  7
                  4.50     Exempt Sale or Disposition...........................................................  7
                  4.51     Fair Market Value....................................................................  7
                  4.52     Fiscal Month.........................................................................  7
                  4.53     Fiscal Period........................................................................  7
                  4.54     Fiscal Year..........................................................................  8
                  4.55     Fischer Site.........................................................................  8
                  4.56     Ground Lease.........................................................................  8
                  4.57     Guarantor............................................................................  8
                  4.58     Harrah's.............................................................................  8
                  4.59     Harrah's (LLC).......................................................................  8
                  4.60     Harrah's Las Vegas...................................................................  8
                  4.61     Harrah's Lease.......................................................................  8
                  4.62     Harrah's Premises....................................................................  8
                  4.63     HEI..................................................................................  8
                  4.64     HMHOC................................................................................  8
                  4.65     Holding Entity.......................................................................  8
                  4.66     Indemnified Person...................................................................  8
                  4.67     Indemnifying Partner.................................................................  8
                  4.68     Initial Capital Contribution.........................................................  8
                  4.69     Initial Period.......................................................................  9
                  4.70     Institutional Investor...............................................................  9
                  4.71     Invested Capital.....................................................................  9
                  4.72     IRS..................................................................................  9
                  4.73     Leased Site..........................................................................  9
                  4.74     Losses...............................................................................  9
                  4.75     Lot 7................................................................................  9
                  4.76     Major Decisions...................................................................... 10
                  4.77     Management Agreement................................................................. 10

                                     - iii -


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                  4.78     Material Modification................................................................ 10
                  4.79     Monetary Default..................................................................... 10
                  4.80     Net Proceeds of Sale or Financing/Refinancing........................................ 10
                  4.81     Non-Arbitrable Decisions............................................................. 10
                  4.82     Non-Defaulting Partner............................................................... 10
                  4.83     Notice............................................................................... 10
                  4.84     Offering Partner..................................................................... 10
                  4.85     Offer................................................................................ 10
                  4.86     Offeree.............................................................................. 10
                  4.87     Offeror.............................................................................. 11
                  4.88     Opening Date......................................................................... 11
                  4.89     Operating Budget..................................................................... 11
                  4.90     Operating Expenses................................................................... 11
                  4.91     Operating Leases..................................................................... 11
                  4.92     Operating Lease Premises............................................................. 11
                  4.93     Option Period........................................................................ 11
                  4.94     Partner Loan......................................................................... 11
                  4.95     Partner Nonrecourse Debt............................................................. 11
                  4.96     Partner Nonrecourse Minimum Gain..................................................... 11
                  4.97     Partners............................................................................. 11
                  4.98     Partnership.......................................................................... 11
                  4.99     Partnership Accountants.............................................................. 11
                  4.100    Partnership Interest................................................................. 11
                  4.101    Percentage........................................................................... 11
                  4.102    Person............................................................................... 12
                  4.103    Plans and Specifications............................................................. 12
                  4.104    Players.............................................................................. 12
                  4.105    Players' Lease....................................................................... 12
                  4.106    Players' Parent...................................................................... 12
                  4.107    Players' Premises.................................................................... 12
                  4.108    Prime Rate........................................................................... 12
                  4.109    Profits.............................................................................. 13
                  4.110    Prohibited Person.................................................................... 13
                  4.111    Project Office....................................................................... 13
                  4.112    Project Property..................................................................... 13
                  4.113    Project Site......................................................................... 14
                  4.114    Qualified Institutional Buyer........................................................ 14
                  4.115    Receiving Partner.................................................................... 14
                  4.116    Redeemed Interest.................................................................... 14
                  4.117    Redemption Notice.................................................................... 14
                  4.118    Regulations.......................................................................... 14
                  4.119    Reserves............................................................................. 14
                  4.120    Sale or Financing/Refinancing........................................................ 14
                  4.121    Shoreside Complex.................................................................... 15
                  4.122    State................................................................................ 15
                  4.123    Substantial Completion............................................................... 15

                                     - iv -


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                  4.124    Transfer............................................................................. 15
                  4.125    Transferor Partner................................................................... 15
                  4.126    Unsuitability Determination.......................................................... 15
                  4.127    Unsuitability Redemption ............................................................ 16
                  4.128    Unsuitability Redemption Price....................................................... 16
                  4.129    Unsuitable Partner................................................................... 16
                  4.130    Usury Rate........................................................................... 16
                  4.131    Valuation Date....................................................................... 16
                  4.132    Voting Power......................................................................... 16

         II.      Operating Provisions

         1.       Purposes of the Partnership................................................................... 16

                  2.       Term of Partnership.................................................................. 17

                  3.       Percentage Interests................................................................. 17

                  4.       Capital Contributions; Partner Loans................................................. 17

                  5.       Distributions........................................................................ 19

                  6.       Profits and Losses................................................................... 20

                  7.       Management........................................................................... 22
                  
                  8.       Compensation to Partners; Other Interests............................................ 33

                  9.       Disposition or Transferability of Partnership Interests.............................. 37

                  10.      Dissolution of the Partnership....................................................... 45

                  11.      Liquidation of the Partnership....................................................... 46

                  12.      Books and Records.................................................................... 47

                  13.      Reimbursement........................................................................ 48

                  14.      Representations and Warranties/Indemnification....................................... 48

                  15.      Certificates, Documents, Execution................................................... 56

                  16.      Amendment............................................................................ 57

                  17.      Notices.............................................................................. 57

                  18.      Bank Accounts; Investments........................................................... 57

                  19.      Arbitration.......................................................................... 58

                                      - v -

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                  20.      Events of Default.................................................................... 61

                  21.      Remedies............................................................................. 62

                  22.      Choice of Remedies................................................................... 63

                  23.      Advances; Buy-Down................................................................... 64

                  24.      Redemption of Unsuitable Partner's Partnership Interest.............................. 68

                  25.      Appraisal Buyout..................................................................... 69

                  26.      Buy/Sell............................................................................. 73

                  27.      Waiver............................................................................... 77

                  28.      Gambling Qualifications in Missouri.................................................. 78

                  29.      Other Gambling Qualifications........................................................ 79

                  30.      Lender Suitability................................................................... 80

                  31.      Covenants............................................................................ 81

                  32.      Valuation and Appraisal Procedures................................................... 85

                  33.      Miscellaneous........................................................................ 86

                  34.      Binding Effect....................................................................... 87

</TABLE>

                                     - vi -

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                                TABLE OF EXHIBITS
<TABLE>

<S>                        <C>
EXHIBIT A             -    Description of Adjacent Fee Site

EXHIBIT B             -    Description of Fischer Site

EXHIBIT C-1           -    Description of Leased Site

EXHIBIT C-2           -    Description of Easements Appurtenant to Leased Site

EXHIBIT D             -    Management Agreement

EXHIBIT E             -    Plans & Specifications

EXHIBIT F             -    Cost Budget

EXHIBIT F-1           -    Cost Budget Items Paid Between 03/01/95 and the 
                           Effective Date

EXHIBIT G             -    Partner's Initial Capital Contributions

EXHIBIT H             -    Prohibited Persons

EXHIBIT I             -    Liens and Encumbrances on Project Property

EXHIBIT J             -    Partnership Liabilities/Obligations

EXHIBIT K             -    Irrevocable Banking Instructions

EXHIBIT L             -    Partnership Investment Guidelines

EXHIBIT M             -    Confidentiality Agreement

EXHIBIT N             -    Form of Security Legend Regarding Partnership Agreement Transfer
                           Restrictions and Redemption Requirements

EXHIBIT O             -    Form of Redemption Provisions to be Included in Holding Entity Articles
                           of Incorporation or Other Formative Documents

EXHIBIT P             -    Form of Provision for Loan Documents

EXHIBIT Q             -    Hotel and Special Events Room Allocation Policies

EXHIBIT R             -    Escrow Agreement


                                     - vii -

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EXHIBIT S             -    Skidmore, Owings and Merrill Agreement

EXHIBIT T             -    City Agreement, Howard Bend Levee District Agreement, U.S. Army
                           Corps of Engineers Agreements

EXHIBIT U             -    Players' Parent Stock Certificate

EXHIBIT V             -    Conceptual Sign Plan
</TABLE>


                                    - viii -

<PAGE>



                              PARTNERSHIP AGREEMENT
                                       OF
                             RIVERSIDE JOINT VENTURE

         This agreement (the "Agreement") is made this 2nd day of November,
1995, between HARRAH'S MARYLAND HEIGHTS CORPORATION, a Nevada corporation, and
PLAYERS MH, L.P., a Missouri limited partnership.

         In consideration of the promises contained in this Agreement, the
parties to this Agreement, each intending to be legally bound, agree as follows:

I.       Basic Provisions

         1. Formation of Partnership

         Harrah's and Players hereby form a general partnership under and
pursuant to, and, except to the extent permissibly modified hereby, governed by,
the Uniform Partnership Law of the State of Missouri [Chapter 358 RsMO] (the
"Act").
         2. Name of the Partnership
 
        The business of the Partnership shall be conducted under the name
"Riverside Joint Venture". The Partners shall register this name (or any other
name the Partners may decide to use for the Partnership) and/or comply with any
applicable fictitious business name law in the State of Missouri.

         3. Principal Place of Business

        The principal place of business of the Partnership beginning on the
Opening Date shall be located at the Project Office. Until the Opening Date, the
principal place of business of the Partnership shall be located at 1023 Cherry
Road, Memphis, Tennessee 38117.

         4. Definitions

         In addition to capitalized terms defined elsewhere in this Agreement,
the following capitalized terms shall have the meanings set forth below.
References to Sections of this Agreement refer to the Sections of Part II of
this Agreement, except as otherwise noted.

         4.1 Accounting Principles - United States generally accepted accounting
principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
the event such Accounting Principles Board and


<PAGE>



Financial Accounting Standards Board are no longer in existence or no longer
publish such principles, opinions and statements, in such other statements by
such other entity as may be approved by a significant segment of the accounting
profession, all as in effect from time to time.

         4.2 Additional Capital Contributions - those Capital Contributions
described in Section 4(b).

         4.3 Adjacent Fee Site - land to be acquired pursuant to the Adjacent
Fee Site Agreements, and more particularly described on Exhibit A.

         4.4 Adjacent Fee Site Agreements - (i) that certain Agreement of Sale
dated June 30, 1995 between Riverport Farm Partners, as seller, and Harrah's, as
buyer; and (ii) that certain Agreement dated effective August 21, 1995 between
Anita Bechtold and Eileen Carlson as Trustees under Indenture of Trust of Anita
Bechtold dated March 14, 1991, as seller, and Harrah's, as buyer.

         4.5 Affiliate - with respect to any designated Person, any other Person
who, directly or indirectly, owns or controls ten percent (10%) or more of the
Capital Stock or Voting Power of the Person (on a fully diluted basis), or
percent (10%) or more of the Capital Stock or Voting Power of which is owned or
controlled by the designated Person, directly or indirectly.

         4.6 Affiliate (Controlled) - with respect to any designated Person, any
other Person who, directly or indirectly, owns or controls more than fifty
percent (50%) of the Capital Stock or Voting Power of the Person (on a fully
diluted basis), or more than fifty percent (50%) of the Capital Stock or Voting
Power of which is owned or controlled by the designated Person, directly or
indirectly.

         4.7 Affiliate Loan - any loan (including principal, interest and other
charges) made by an Affiliate of a Partner to the Partnership, but excluding
unpaid amounts due to an Affiliate from time to time under any contract with the
Partnership for goods and/or services.

         4.8 Affiliate (Wholly Owned) - with respect to any designated Person,
any other Person who, directly or indirectly, owns or controls one hundred
percent (100%) of the Capital Stock or Voting Power of the Person, or one
hundred percent (100%) of the Capital Stock or Voting Power of which is owned or
controlled in whole by the designated Person, directly or indirectly.

                                      - 2 -


<PAGE>



         4.9 Agreement - as defined in the introductory paragraph of this
Agreement.

         4.10 Annual Plan - as defined in Section 7(l).

         4.11 Appraisal Buyout - as defined in Section 25(a).

         4.12 Appraisal Buyout Notice - as defined in Section 25(a)(ii).

         4.13 Appraisal Buyout Price - ninety percent (90%), or one hundred
percent (100%) in the case of an Appraisal Buyout caused by casualty or
condemnation, of the Fair Market Value of a Partner's Project Property
determined in accordance with Section 9(n) (as modified by Section 25(a)(ii)).

         4.14 Appraisal Purchaser - as defined in Section 25(a)(i).

         4.15 Appraiser - as defined in Section 9(n)(ii)(A).

         4.16 Arbitrator - as defined in Sections 19(a)(i) and 19(b)(i).

         4.17 Authorized Appraiser - an individual designated by a Partner who:
              
              (i) is a partner or employee of a disinterested, reputable and
       nationally recognized certified public accounting firm or has comparable
       qualifications; and (ii) has at least ten (10) years' experience in the
       financial reporting and valuation of casino properties.

         4.18 Available Cash - gross receipts of the Partnership derived from
all sources (other than Net Proceeds of Sale or Financing/Refinancing, Capital
Contributions, Partner Loans or Affiliate Loans), LESS Operating Expenses,
determined on a cash basis.

         4.19 Beneficial Owner(ship) - as defined in Rules 13d-3 and 13d-5 under
the Exchange Act, whether or not applicable, except that a "person" shall be
deemed to have "beneficial ownership" of all Capital Stock that any such person
has the right to acquire, whether such right is exercisable immediately or after
the passage of time.

         4.20 Budgets - the Cost Budget that is approved or otherwise operative
under this Agreement, or the Operating Budget that is approved or otherwise
operative under this Agreement and the Management Agreement (if then existing),
or both, as the case may be.

         4.21 Business Day - any Monday through and including Friday that is not
a legal holiday in the State.

         4.22 Buy/Sell - as defined in Section 26(a).

         4.23 Buy/Sell Notice - as defined in Section 26(a).

         4.24 Buy/Sell Price - as defined in Section 26(a).

                                      - 3 -


<PAGE>



         4.25 Buy/Sell Response - as defined in Section 26(c).

         4.26 Capital Account - a separate account maintained for each Partner
in accordance with the Code and Regulations as part of the books and records of
the Partnership. The Capital Account balance for each Partner shall be computed
in accordance with the principles of Regulation Section 1.704-1(b)(2)(iv).

         4.27 Capital Contribution - cash and the agreed value of property
contributed from time to time by a Partner to the Partnership and credited to
its Capital Account.

         4.28 Capital Stock - all shares, interests, rights to purchase (other
than convertible or exchangeable indebtedness), warrants, options,
participations or other equivalents of or interests (however designated and
whether or not presently exercisable): (i) with respect to a corporation, in
stock of that corporation; (ii) with respect to a limited liability company, in
the membership of such limited liability company; (iii) with respect to a
partnership, in partnership interests and/or limited partnership interests
thereof; (iv) with respect to a trust, in the beneficial ownership and/or
beneficiaries thereunder; and (v) with respect to any other entity, in the
ownership of the capital and profits of such entity, however designated.

         4.29 Change of Control of Players' Parent - until the second
anniversary of the Effective Date, any change in the identity, as members of the
Board of Directors of four (4) or more of the following individuals currently
serving as members of the Board of Directors of Players' Parent or any successor
Holding Entity of Players' Project Property:

         Edward Fishman
         David Fishman
         Howard Goldberg
         Thomas E. Gallagher
         Marshall S. Geller
         Lee Seidler
         Steven P. Perskie

On and following the second anniversary of the Effective Date, and continuing
until the seventh anniversary of the Effective Date, any acquisition of more
than forty-nine percent (49%) of the Capital Stock or Voting Power in Players,
Players' Parent or any Holding Entity of Players' Project Property by a
Prohibited Person.

                                      - 4 -

<PAGE>



         4.30 Code - The Internal Revenue Code of 1986, as amended to date and
as amended hereafter.

         4.31 Competing Developer - as defined in Section 8(d).

         4.32 Construction Costs - all costs and expenses incurred in connection
with the acquisition, design, financing, permitting, construction and opening
for business of the Shoreside Complex and the Fischer Site, which, in accordance
with Accounting Principles applicable to the Partnership, are properly
attributable to the cost of acquisition, development and construction of such
property, but excluding Tenant's Work and Tenant's Property (as defined in the
Operating Leases) and other costs incurred by Harrah's (LLC) and Players in
opening their respective Operating Lease Premises, which are not the
responsibility and cost of the Partnership. Construction Costs shall be
determined either (i) by written agreement of the Partners within ninety (90)
days after the Opening Date of the Entertainment Facilities; or (ii) by
arbitration pursuant to Section 19(b) at the request of either Partner, should
the Partners not agree on such Construction Costs within such ninety (90) day
period.

         4.33 Consumer Price Index - the Consumer Price Index for All Urban
Consumers most recently published by the Bureau of Labor Statistics of the
United States Department of Labor, U.S. City Average, all items, (1982-84=100),
or any successor or replacement index thereto. If the Consumer Price Index
shall, after the date hereof, be converted to a different standard reference
base or shall otherwise be revised, any determination hereunder which uses the
Consumer Price Index shall be made with the use of such conversion factor,
formula or table for converting the Consumer Price Index as may be published by
the Bureau of Labor Statistics, or, if said Bureau shall not publish the same,
then with the use of such conversion factor, formula or table as may be
published by Prentice Hall, Inc., or, failing such publication, by any other
nationally recognized publisher of similar statistical information. If the
Consumer Price Index shall cease to be published, then for the purpose of this
Agreement there shall be substituted for the Consumer Price Index such other
similar index as the Partnership Accountants shall determine which measures
changes in the relative purchasing power of United States currency over the term
of this Agreement.

         4.34 Continuing Liabilities - indemnity obligations relating to events
occurring prior to or during the time of a Partner's ownership of its Project
Property.

         4.35 Conversion Notice - as defined in Section 23(b).

                                      - 5 -


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         4.36 Cost Budget - the estimate of all categories of Construction Costs
which is hereby approved by both Partners and attached to this Agreement as
Exhibit F, as the same may be modified from time to time pursuant to this
Agreement.

         4.37 Debt - (a) all liabilities and obligations, contingent or
otherwise: (i) in respect of borrowed money (whether or not the recourse of the
lender is to the whole of the assets of the Partnership or only to a portion
thereof); (ii) evidenced by bonds, notes, debentures or similar instruments;
(iii) representing the balance deferred and unpaid of the purchase price of any
property or services, if and to the extent any of the foregoing described in
clauses (i), (ii) and (iii) would appear as a liability on the balance sheet of
the Partnership; (iv) evidenced by bankers' acceptances or similar instruments
issued or accepted by banks; (v) for the payment of money relating to a
capitalized lease obligation; or (vi) evidenced by a letter of credit or
reimbursement obligation of such person with respect to any letter of credit;
(b) all liabilities of others of the kind described in the preceding clause(a)
that the Partnership has guaranteed or that is otherwise its legal liability;
and (c) all obligations secured by a lien to which the property or assets
(including, without limitation, leasehold interests and any other tangible or
intangible property rights) of the Partnership are subject, whether or not the
obligations secured thereby shall have been assumed by or shall otherwise be the
Partnership's legal liability, provided, that the amount of such obligations
shall be limited to the lesser of the fair market value of the assets or
property to which such lien attaches and the amount of the obligation so
secured.

         4.38 Debtor Partner - as defined in Section 9(c).

         4.39 Default Lender - as defined in Section 23(a)(i).

         4.40 Default Loan - as defined in Section 23(a).

         4.41 Defaulting Partner - as defined in Section 21 (introductory
paragraph).

         4.42 Depreciation - the depreciation, amortization, or other cost
recovery deduction allowable to the Partnership for each Fiscal Year as
determined by the Partnership Accountants for the Partnership for Federal income
tax purposes; provided, however, that if an asset is carried on the books of the
Partnership at a value other than its remaining tax basis, then Depreciation
shall be determined within the guidelines set forth in Regulation Section 1.704-
1(b)(2)(iv)(g)(3).

         4.43 Designated Appraiser - as defined in Section 9(n)(ii)(A).

                                      - 6 -



<PAGE>



         4.44 Distributable Cash - Available Cash LESS Reserves, determined on a
cash basis.

         4.45 Effective Date - the date of execution of this Agreement.

         4.46 Entertainment Facilities - all buildings within the Shoreside
Complex intended to be used by the Partnership for hotel, parking, restaurant
and entertainment purposes, (other than the Harrah's Premises and Players'
Premises) and all surface parking lots serving such buildings.

         4.47 Event of Default - as defined in Section 20.

         4.48 Exchange Act - means the Securities and Exchange Act of 1934, as
amended.

         4.49 Excluded Person - means (a) Players' Parent or any Affiliate
(Wholly Owned) of Players' Parent; (b) any employee benefit plan of Players'
Parent or of any Affiliate (Wholly Owned) of Players' Parent or any trustee or
similar fiduciary holding Capital Stock of Players' Parent or any Affiliate
(Wholly Owned) of Players' Parent for or pursuant to the terms of any such plan;
(c) HEI and any Affiliate (Wholly Owned) of HEI; (d) Merv Griffin; (e) Edward
Fishman; (f) David Fishman; (g) Howard A. Goldberg; (h) Thomas E. Gallagher; (i)
Marshall S. Geller; (j) Lee Seidler; (k) Steven P. Perskie; (l) Peter J. Aranow;
(m) members of the immediate families of the individuals identified in (d)
through and including (l); and (n) Affiliates (Wholly Owned) of the foregoing
Persons.

         4.50 Exempt Sale or Disposition - as defined in Section 8(d).

         4.51 Fair Market Value - unless otherwise specifically provided in this
Agreement, the Fair Market Value of any asset shall be its agreed value as
determined by agreement of all of the Partners in accordance with Section 32(a),
or, in the absence of such agreement, as determined in accordance with Sections
9(n) and 25. Solely for the purpose of determining and allocating unrealized
gains and losses upon a liquidation or other distribution event, the Fair Market
Value of an asset shall be at least equal to the nonrecourse debt to which it is
subject.

         4.52 Fiscal Month - a calendar month or such portion thereof as may
occur during the term of this Agreement.

         4.53 Fiscal Period - a Fiscal Year or Fiscal Month, as the case may be.

                                      - 7 -

<PAGE>



         4.54 Fiscal Year - a calendar year or applicable portion thereof as may
occur during the term of this Agreement.

         4.55 Fischer Site - the land located in Maryland Heights, Missouri,
more particularly described in Exhibit B.

         4.56 Ground Lease - the Ground Lease of even date herewith between
Harrah's (LLC), as landlord, and the Partnership, as tenant, covering the Leased
Site.

         4.57 Guarantor - as defined in Section 4(b)(vi).

         4.58 Harrah's - Harrah's Maryland Heights Corporation, a Nevada
corporation.

         4.59 Harrah's (LLC) - Harrah's Maryland Heights LLC, a Delaware limited
liability company.

         4.60 Harrah's Las Vegas - Harrah's Las Vegas, a Nevada corporation, and
any successor owner of Harrah's System Marks (as defined in the Management
Agreement) that are used at the Shoreside Complex.

         4.61 Harrah's Lease - the Lease of even date herewith between Harrah's
(LLC), as tenant, and the Partnership, as landlord.

         4.62 Harrah's Premises - the portion of the Shoreside Complex that is
leased to Harrah's (LLC) pursuant to the Harrah's Lease.

         4.63 HEI - Harrah's Entertainment, Inc., a Delaware corporation.

         4.64 HMHOC - Harrah's Maryland Heights Operating Company, a Nevada
corporation.

         4.65 Holding Entity - the Partners, and any corporation, partnership,
trust, limited liability company, limited partnership or other Person that,
directly or indirectly, holds any interest in, or any Beneficial Ownership of,
any Partnership Interest or Project Property.

         4.66 Indemnified Person - as to any Partner indemnified under Section
14, the Partnership, such Partner and any Affiliate of such Partner (other than
the Indemnifying Partner), and any agents, attorneys, officers, members,
directors, stockholders or employees of such Partner or such Affiliate.

         4.67 Indemnifying Partner - a Partner that owes any amount or duty to
any Indemnified Person pursuant to Section 14.

         4.68 Initial Capital Contribution - as defined in Section 4(a).

                                      - 8 -


<PAGE>

         4.69 Initial Period - as defined in Section 9(n)(ii)(A).

         4.70 Institutional Investor - any entity which (i) (A) (1) is an
insurance company, state chartered commercial or savings bank, national bank,
real estate investment trust, pension or profit sharing plan or trustee of any
pension or profit sharing trust; and (2) has either net assets of not less than
Fifty Million Dollars ($50,000,000) or total assets of not less than One Hundred
Million Dollars ($100,000,000), in each instance annually adjusted to reflect
increases, but not decreases, in the Consumer Price Index; or (B) is a Qualified
Institutional Buyer, and (ii) agrees to comply with this Agreement by delivery
of an instrument in form and substance reasonably acceptable to the Partners.

         4.71 Invested Capital - as of the time of its determination, the total
of a Partner's Capital Contributions and Partner Loans LESS any Distributable
Cash, Net Proceeds of Sale or Financing/Refinancing and the fair market value of
any non-cash property distributed to such Partner.

         4.72 IRS - as defined in Section 12(d).

         4.73 Leased Site - the land described in Exhibit C-1, together with the
easements appurtenant thereto as described in Exhibit C-2.

         4.74 Losses - for each Fiscal Year or other Fiscal Period, an amount
equal to the Partnership's taxable loss for such Fiscal Year or Fiscal Period,
as determined in accordance with Section 703(a) of the Code (for this purpose,
all items of loss or deduction required to be stated separately pursuant to
Section 703(a)(1) of the Code shall be included in Losses), with the adjustments
required to comply with the Capital Account maintenance rules of Regulation
Section 1.704-1(b). If Capital Accounts are adjusted in accordance with
Regulation Section 1.704-1(b), such adjustments shall be treated as Losses (when
appropriate under said Regulations), which are to be allocated among the
Partners in accordance with this Section; subsequent to any such adjustments,
tax allocations of loss and deduction with respect to Partnership assets shall
take into account any variation between their respective adjusted bases for
Federal income tax purposes and their fair market value in the same manner as
under Code Section 704(c). Adjustments to Capital Accounts made pursuant to this
Section 4.75 shall have no impact on the Partners' respective Percentages.

         4.75 Lot 7 - Lot 1 of Riverport Subdivision Tract 7, as recorded in the
Public Records of St. Louis County, Missouri.

                                      - 9 -

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         4.76 Major Decisions - as defined in Section 7(a).

         4.77 Management Agreement - the Management Agreement by and between the
Partnership and HMHOC, attached as Exhibit D and to be executed concurrently
with this Agreement.

         4.78 Material Modification - a modification of, addition to or deletion
from the conceptual Plans and Specifications for the Shoreside Complex attached
as Exhibit E, including without limitation, the sign layouts referred to in
Section 8.2 of each Operating Lease as well as the use of proprietary marks as
provided in Article 12.1 of the Management Agreement.

         4.79 Monetary Default - any of: (i) the failure to make, when due, an
Initial Capital Contribution pursuant to Section 4(a); (ii) the failure to make,
when due, a mandatory Additional Capital Contribution pursuant to Section
4(b)(i); (iii) the failure to make, when due, a voluntary Additional Capital
Contribution pursuant to Section 4(b)(ii) following approval of such Capital
Contribution by the Partners; (iv) the failure of an Indemnifying Partner to pay
any indemnity obligation or any cost of defense of any indemnity claim when due
to or on behalf of the Indemnified Partner; and (v) the failure to timely
contribute the amount of a negative Capital Account balance upon liquidation of
the Partnership.

         4.80 Net Proceeds of Sale or Financing/Refinancing - the net proceeds
in cash or other property of a Sale or Financing/Refinancing after: (i) payment
of all costs of the transaction realizing such proceeds; (ii) in the case of a
financing or refinancing, the application of the proceeds of any such financing
or refinancing to the Partnership uses for which they were borrowed; and (iii)
the creation of reserves for contingent liabilities and liabilities, the exact
amounts of which shall not then have been ascertained or as to which payment is
not then due.

         4.81 Non-Arbitrable Decisions - as defined in Section 7(b).

         4.82 Non-Defaulting Partner - as defined in Section 21 (introductory
paragraph).

         4.83 Notice - any notice, demand or other communication required or
permitted by this Agreement. Notices shall be given as set forth in Section 17.

         4.84 Offering Partner - as defined in Section 8(d).

         4.85 Offer - as defined in Section 26(a).

         4.86 Offeree - as defined in Section 26(a).

                                     - 10 -


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         4.87 Offeror - as defined in Section 26(a).

         4.88 Opening Date - the date that Players first opens for business at
the Players' Premises, Harrah's (LLC) first opens for business at Harrah's
Premises, and/or the Partnership first opens the Entertainment Facilities for
business, as the case may be.

         4.89 Operating Budget - as defined in Section 7(l).

         4.90 Operating Expenses - all expenditures of the Partnership (other
than Construction Costs) in connection with the Shoreside Complex and the
Fischer Site, determined on a cash basis. Operating Expenses do not include: (a)
any home office overhead expenses of any Partner, except when contained in an
approved Budget or authorized by any contract or agreement executed by both
Partners or otherwise approved by the Partners in writing; (b) any amount paid
from Reserves of the Partnership; and (c) non-cash items such as depreciation
and amortization of assets.

         4.91 Operating Leases - the Players' Lease and/or the Harrah's Lease,
as the context requires.

         4.92 Operating Lease Premises - the portions of the Entertainment
Facilities leased pursuant to the Operating Leases.

         4.93 Option Period - as defined in Section 9(k)(i).

         4.94 Partner Loan - any loan (including principal, interest and other
charges) made by a Partner to the Partnership, but excluding unpaid amounts due
to a Partner from time to time under any contract with the Partnership for goods
or services.

         4.95 Partner Nonrecourse Debt - as defined in Section 6(a).

         4.96 Partner Nonrecourse Minimum Gain - as defined in Section 6(c).

         4.97 Partners - collectively and separately, Harrah's, Players and
Persons admitted to the Partnership pursuant to this Agreement.

         4.98 Partnership - the partnership formed pursuant to this Agreement.

         4.99 Partnership Accountants - as defined in Section 12(b).

         4.100 Partnership Interest - the ownership interest of a Partner in the
Partnership.

         4.101 Percentage - the percentage ownership of a Partner in the
Partnership, as initially set forth in Section 3, and thereafter determined in
accordance with the terms of this Agreement.

                                     - 11 -


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         4.102 Person - an individual, corporation, association, partnership,
limited partnership, limited liability company, trust, unincorporated
organization or other entity.

         4.103 Plans and Specifications - the plans and specifications for the
Shoreside Complex, or portions thereof, approved by the Partners or otherwise
adopted pursuant to this Agreement. The conceptual Plans and Specifications
attached or identified as or in Exhibit E are hereby approved by the Partners.
Prior to the commencement of construction of the Shoreside Complex or letting of
the general contract therefor, the Partners shall: (i) agree upon, or there
shall be determined in accordance with Section 19(a), all Material Modifications
required to produce full detailed construction Plans and Specifications for the
Shoreside Complex; and (ii) memorialize such determination by joint writing or
written determination of the Arbitrator, as the case may be.

         4.104 Players - Players MH, L.P., a Missouri limited partnership.

         4.105 Players' Lease - the lease of even date herewith between Players,
as tenant, and the Partnership, as landlord.

         4.106 Players' Parent - Players International, Inc., a Nevada
corporation.

         4.107 Players' Premises - the portion of the Shoreside Complex leased
to Players pursuant to the Players' Lease.

         4.108 Prime Rate - the "Prime Rate" that is reported in the Money Rates
column of The Wall Street Journal on the Business Day for which the rate is
applicable (or the next preceding Business Day, if the applicable day is not a
Business Day). If The Wall Street Journal ceases publication of the Prime Rate,
the Prime Rate (or base rate) from time to time announced by Bankers Trust
Company, New York, New York, or its successor (whether or not such rate has
actually been charged by such bank), or if Bankers Trust Company discontinues
the practice of announcing the Prime Rate, the "Prime Rate" shall mean the
highest rate charged by such bank on short term, unsecured loans to corporate
borrowers. If The Wall Street Journal (a) publishes more than one Prime Rate,
the higher or highest of such rate shall apply, or (b) publishes a retraction or
correction of any such rate, the rate reported in such retraction or correction
shall apply. If the Prime Rate changes, interest rates in this Agreement which
are based on the Prime Rate shall change, effective as of the first day of each
calendar month, to reflect the Prime Rate in effect on the last day of the
preceding calendar month. Notwithstanding anything to the contrary in this
paragraph, the Prime Rate shall never exceed the Usury Rate.

                                     - 12 -


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         4.109 Profits - for each Fiscal Year or other Fiscal Period, an amount
equal to the Partnership's taxable income for such year or period, as determined
in accordance with Section 703(a) of the Code (for this purpose, all items of
income or gain required to be stated separately pursuant to Section 703(a)(1) of
the Code shall be included in Profits), with the adjustments required to comply
with the Capital Account maintenance rules of Regulation Section 1.704-1(b). If
Capital Accounts are adjusted in accordance with Regulation Section 1.704-1(b)
(when appropriate under said Regulations), such adjustments shall be treated as
Profits which are to be allocated among the Partners in accordance with this
Section; subsequent to any such adjustments, tax allocations of income or gain
with respect to Partnership assets shall take into account any variation between
their respective adjusted bases for Federal income tax purposes and their fair
market value in the same manner as under Code Section 704(c). Adjustments to
Capital Accounts made pursuant to this Section 4.110 shall have no impact on the
Partners' respective Percentages.

         4.110 Prohibited Person - any of those Persons described in Exhibit H.

         4.111 Project Office - the office of the Partnership to be established
by the Partners at the Entertainment Facilities at or following the Opening Date
of the Entertainment Facilities.

         4.112 Project Property - in the case of Players:

              (i) the Partnership Interest of Players; and

              (ii) the interest of Players in the Players' Lease (and any
       personal property located or installed in Players' Premises or arising
       out of the business conducted therein).

       in the case of Harrah's:
 
              (i) the Partnership Interest of Harrah's;
 
              (ii) the interest of HMHOC or any other Affiliate (Wholly Owned)
       of HEI to which the obligations of HMHOC under the Management Agreement
       may be assigned; and

              (iii) the interest of Harrah's (LLC) in the Harrah's Lease (and
       any personal property located or installed in Harrah's Premises or
       arising out of the business conducted therein);

                                     - 13 -

<PAGE>



       provided that, in the case of a purchase by Players of Harrah's
       Project Property pursuant to Sections 9(b), 9(c), 24, 25, or 26, Harrah's
       Project Property shall also include:

              (iv) Lot 7, if then owned by Harrah's or an Affiliate (Wholly
       Owned) of HEI; and

              (v) the fee simple interest of Harrah's (LLC) or any other
       Affiliate (Wholly Owned) of HEI to which such fee simple interest may be
       transferred, as ground lessor under the Ground Lease.

Project Property owned by any Affiliate (Wholly Owned) of a Partner shall, for
purposes of this Agreement, be Project Property of such Partner, and such
Partner and its Guarantor shall cause its Affiliate (Wholly Owned) to take all
necessary action to fulfill its obligations or satisfy such Partner's
obligations under this Agreement.

         4.113 Project Site - the Leased Site, the Adjacent Fee Site and the
Fischer Site.

         4.114 Qualified Institutional Buyer - a qualified institutional buyer
as defined in Rule 144A of the Securities and Exchange Commission promulgated
pursuant to the Securities Act of 1933, as amended.

         4.115 Receiving Partner - as defined in Section 8(d).

         4.116 Redeemed Interest - as defined in Section 24(a).

         4.117 Redemption Notice - as defined in Section 24(a).

         4.118 Regulations - regulations promulgated from time to time by the
United States Treasury Department pursuant to the Code. All references to
specific Regulations in this Agreement shall be deemed also to refer to any
corresponding provisions of succeeding Regulations.

         4.119 Reserves - with respect to any Fiscal Period, cash set aside by
the Partnership for working capital and to pay taxes, insurance, debt service,
repairs, capital replacements, capital improvements, contingent liabilities, or
other costs and expenses incident to the ownership or operation of the Shoreside
Complex.

         4.120 Sale or Financing/Refinancing - any Partnership transaction
resulting in the receipt of cash or other consideration not in the ordinary
course of its business including, without limitation, any transaction of the
following nature by the Partnership: sales or exchanges

                                     - 14 -

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of real or personal property, condemnation or casualty resulting in recovery of
damage awards or property insurance proceeds, or any debt financing/refinancings
or other third-party borrowing, provided however, there shall be excluded from
the definition of Sale or Financing/Refinancing the following: (i) Partner
Loans; (ii) Affiliate Loans; (iii) Capital Contributions; (iv) temporary
condemnation proceeds; and (v) proceeds of business interruption, loss of rent
or similar insurance.

         4.121 Shoreside Complex - the Project Site, and any buildings,
structures and improvements constructed on or affixed to the Project Site,
including, without limitation, the Entertainment Facilities, Harrah's Premises,
Players' Premises, and all roads, utilities, dredging, grading, landscaping,
levees and other off-site improvements constructed or developed by the
Partnership on or in support of the Project Site.

         4.122 State - the State of Missouri.

         4.123 Substantial Completion - substantial completion of the Shoreside
Complex, or applicable portion thereof, in accordance with the Plans and
Specifications as evidenced by: (i) a certificate of occupancy from the City of
Maryland Heights; (ii) a certificate from: (x) the inspecting architect; and (y)
the general contractor, that the Shoreside Complex has been substantially
completed, as defined by Section 9.8.1 of American Institute of Architects
Document A-201, General Conditions of the Contract for Construction (1987
Edition), in accordance with the Plans and Specifications; and (iii) to the
extent required for its operation, issuance of a license or permit by the
Missouri Gaming Commission approving the completion of construction thereof.

         4.124 Transfer - any sale, assignment, gift, hypothecation, pledge or
other disposition, whether voluntary or by operation of law, of all or any part
of a Partner's Project Property or of any direct or remote interest therein
owned by a Beneficial Owner except for: (i) the sale of Capital Stock of HEI and
Players' Parent on the New York or NASDAQ Stock Exchanges, as the case may be;
or (ii) the sale, assignment, gift, hypothecation, pledge or other disposition
in a single or related series of transactions, of all or substantially all of
the assets of HEI or Players' Parent, as the case may be.

         4.125 Transferor Partner - as defined in Section 9(b).

         4.126 Unsuitability Determination - a final determination by a gambling
regulatory authority that, for reasons of character, honesty, integrity, fiscal
probity, or unlawful

                                     - 15 -


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activity: (i) a Person is unsuitable to be associated (by contract or otherwise)
with another Person; (ii) an application of a Person to such gambling regulatory
authority for a gambling license, permit or entitlement will not be approved; or
(iii) a license, permit or entitlement issued by such gambling regulatory
authority to such Person will be suspended for more than seventy-two (72) hours,
revoked, rescinded or not renewed.

         4.127 Unsuitability Redemption - as defined in Section 24(a).

         4.128 Unsuitability Redemption Price - ninety percent (90%) of the Fair
Market Value of the Project Property determined in accordance with Section 9(n),
except, in the case of: (i) Lot 7; (ii) the interest of Harrah's (LLC), as
ground lessor of the Leased Site; and (iii) the interest of HMHOC as manager
under the Management Agreement; the Unsuitability Redemption Price shall be
ninety percent (90%) of the price for such assets determined in accordance with
the procedure set forth in Section 26(b).

         4.129 Unsuitable Partner - as defined in Section 24(a).

         4.130 Usury Rate - the highest rate of interest that may be charged
under the criminal law of the State of Missouri for the transaction between the
Persons identified.

         4.131 Valuation Date - as defined in Section 24(a).

         4.132 Voting Power - the power to direct the management and policies of
a Person, directly or through one or more intermediaries, whether through the
ownership of Capital Stock, by contract, exercise of any right of approval or
otherwise.

II.      Operating Provisions

         1. Purposes of the Partnership

         The purposes of the Partnership are:

           (a) to lease the Leased Site under the Ground Lease and acquire fee
     title to the Adjacent Fee Site;

           (b) to own, hold, develop, operate, lease, transfer, sell, exchange,
     improve or otherwise dispose of all or any part of the Shoreside Complex;

           (c) to enter into and perform contracts of any kind necessary to, in
     connection with or incidental to the accomplishment of the foregoing
     purposes;

           (d) to incur Debt from any source, including without limitation any
     Partner or Affiliate of a Partner, to accomplish the foregoing purposes or
     to meet the obligations of the Partnership; to issue evidences of the
     Partnership's Debt to repay such

                                     - 16 -

October 31, 1995

<PAGE>



     borrowings; and to grant security interests in the Partnership's
     assets to secure repayment of such Debt; and
      
           (e) to do all other things necessary, desirable or conducive to the
     accomplishment of the aforesaid purposes or otherwise contemplated by this
     Agreement.

          The Partnership is a single-purpose joint venture and is intended to
engage in no business or project other than those described above regarding the
Shoreside Complex. The Partnership is not responsible for, and shall have no
liability in connection with, the activities and operations of Harrah's Premises
and Players' Premises, which shall each be separately operated by the tenant
under each such Operating Lease. Title to all Partnership property shall be held
in the name of the Partnership.

         2. Term of Partnership

         The term of the Partnership shall commence on the date hereof and
continue until December 31, 2080, unless the Partnership is sooner dissolved in
accordance with Section 10.

         3. Percentage Interests
 
           (a) The initial Percentage of each Partner in the Partnership shall
     be as follows:

                      Harrah's                       50.00%
                      Players                        50.00%
                                                     ======
                      TOTAL                          100%

           (b) The Percentage of each Partner as stated in this Section 3, shall
     be adjusted from time to time pursuant to the provisions of this Agreement.

         4. Capital Contributions; Partner Loans

           (a) Initial Capital Contributions

         Each Partner: (i) has this day made a cash Capital Contribution to the
Partnership in the amount of Twenty Million Dollars ($20,000,000), for a total
of Forty Million Dollars ($40,000,000); and (ii) shall make further cash Capital
Contributions in the amount of Eighty-Five Million Five Hundred Thousand Dollars
($85,500,000), for a total of Two Hundred Eleven Million Dollars ($211,000,000),
as provided in Exhibit G. Contributions of such Two Hundred Eleven Million
Dollars ($211,000,000), One Hundred Five Million Five Hundred Thousand Dollars
($105,500,000) by each Partner, shall be called "Initial Capital Contributions".
There shall be credited against the last required portion of each Partner's
additional Eighty-Five Million Five Hundred Thousand Dollar ($85,500,000)
Initial Capital Contribution the amounts set forth

                                     - 17 -


<PAGE>



in Exhibit G, which are the agreed value of Partnership expenses previously
incurred and related property contributed by such Partner.

           (b) Additional Capital Contributions

           In addition to its Initial Capital Contribution under Section 4(a),
     each Partner shall be obligated, within five (5) Business Days after Notice
     from the other Partner, to fund its Percentage of "Additional Capital
     Contributions," in cash, for the following:

              (i) Mandatory Additional Capital Contributions - all additional
       cash required by the Partnership for the following uses, without the need
       for a decision by the Partners: (A) to meet contractual obligations of
       the Partnership (including, without limitation, the contractual
       obligations of the Partnership to the City, Howard Bend Levee District
       and U.S. Army Corps of Engineers under the Agreements identified in
       Exhibit T; (B) to pay uninsured judgments (other than for tort claims);
       (C) to comply with law; (D) to restore, repair, rebuild or replace the
       Shoreside Complex following casualty or condemnation (unless the Partners
       have unanimously decided not to do so); (E) to meet other cash shortfalls
       of the Partnership from the operation of the Shoreside Complex (other
       than for tort claims); or (F) to repair construction defects, the
       estimated cost of which does not exceed amounts recovered from
       contractors or other warrantors by more than $50,000,000.

              (ii) Voluntary Additional Capital Contributions - all additional
       cash required by the Partnership for any use other than uses specified in
       Section 4(b)(i), the decision to contribute which shall be a
       Non-Arbitrable Decision. 

          (c) General Provisions

              (i) If the allocations or distributions required or permitted
       under this Agreement result in the reduction of a Partner's Capital
       Account, such reduction need not be restored, except for restoration of
       negative Capital Account balances as provided in Section 7(e).

              (ii) No Partner shall have the right to withdraw, earn interest on
       or reduce its Capital Contribution.

              (iii) No Partner shall have personal liability for the repayment
       of the Capital Contribution of any Partner.

                                     - 18 -


<PAGE>



              (iv) Unless otherwise specified in this Agreement, Partner Loans
       and Affiliate Loans shall bear interest at a rate, not to exceed the
       Usury Rate, and be made on other terms and conditions, as are agreed by
       the Partners prior to the making of such loans; all of which shall be
       commensurate with the risk and nature of the particular loan. Partner
       Loans and Affiliate Loans shall be repayable solely as provided in this
       Agreement or as otherwise agreed and documented by the Partners.

              (v) Except to the extent provided for in this Agreement, no
       Partner shall have the right to receive a return of its Capital
       Contribution upon the dissolution of the Partnership, or to receive any
       distributions from the Partnership at any time.

              (vi) The obligation of Players to make its Initial Capital
       Contribution is guaranteed by Players' Parent, pursuant to the Guaranty
       appended to this Agreement, and the obligation of Harrah's to make its
       Initial Capital Contribution is guaranteed by Harrah's Operating Company,
       Inc., a Delaware corporation, pursuant to the Guaranty appended to this
       Agreement. Each of Players' Parent and Harrah's Operating Company, Inc.
       is referred to herein as a "Guarantor".

         5. Distributions

         Except as otherwise provided in Section 11:

           (a) Distributable Cash shall be distributed to the Partners in
     accordance with their respective Percentage, provided that all
     Distributable Cash otherwise payable to a Partner shall first be applied to
     pay interest, principal and other amounts due in respect of any Default
     Loan owed by such Partner.

           (b) Distributable Cash, if any, shall be distributed to the Partners
     at such intervals as the Partners may determine, but not less frequently
     than once each Fiscal Year within ninety (90) days after the end of the
     Fiscal Year.

           (c) Net Proceeds of Sale or Financing/Refinancing shall be
     distributed to the Partners as promptly as practicable following a Sale or
     Financing/Refinancing and in the same order of priority as is described in
     Section 5(a).

                                     - 19 -

<PAGE>



           (d) On the Effective Date, there shall be distributed to each of
     Harrah's and Players the respective amounts set forth in Exhibit F-1
     representing fifty percent (50%) of certain costs incurred by each of them
     on behalf of the Partnership prior to the Effective Date, for items
     contained within the Cost Budget. A further reimbursing distribution in the
     amount of fifty percent (50%) of any further such costs which have not been
     recorded on the accounting records of Harrah's or Players, as the case may
     be, before the cut-off date of the accounting underlying the first tranche
     of such reimbursable expenses shall be made on or before ninety (90) days
     after the Effective Date. Each of Harrah's and Players has had the
     opportunity to and it approves the costs reimbursed on the Effective Date.
     The second reimbursing distribution shall be subject to the right of each
     Partner to review and approve the additional amounts reimbursed, provided
     that the standard for entitlement to, and arbitration of, any dispute as to
     any such reimbursement shall be to allow reimbursement of any amount
     incurred in good faith for an item or category of expense included within
     the Cost Budget that the Partnership's accountants concur is a proper
     Partnership expense.

         6. Profits and Losses

           (a) Allocation of Losses

           All Losses shall be allocated to the Partners in accordance with
     their respective Percentage; provided, however, that: (i) Losses (or
     portion thereof) attributed to a loan made or guaranteed by a Partner, or
     Partner nonrecourse debt within the meaning of Regulation Section
     1.704-1(b)(4)(iv)(g)2(i) ("Partner Nonrecourse Debt") shall be allocated to
     such Partner in accordance with such Regulation; and (ii) in accordance
     with Section 704(c) of the Code and Regulations thereunder, loss and
     deductions with respect to any property contributed to the Partnership
     shall be allocated solely to the contributing Partner so as to take account
     of any variation between the adjusted basis of such property and the agreed
     value at which such property was contributed.

           (b) Allocation of Profits

           All Profits shall be allocated in accordance with the following order
     and priority:

              (i) first, to those Partners who were allocated Losses (or
       portions thereof) under Section 6(a) in accordance with Regulation
       Section 1.704-1(b)(4)(iv)(g)2(i) 

                                     - 20 -

<PAGE>



       until the cumulative Profits allocated pursuant to this Section 6(b) to
       such Partners are equal to the total of such Losses allocated to such
       Partners for all prior periods; and

              (ii) second, to the Partners in accordance with their respective
       Percentage.

           Notwithstanding the foregoing, in accordance with Section 704(c) of
     the Code and Regulations thereunder, profit and gain with respect to any
     property contributed to the Partnership shall be allocated solely to the
     contributing Partner so as to take account of any variation between the
     adjusted basis of such property and the agreed value at which such property
     was contributed.

           (c) Minimum Gain Chargeback

           Notwithstanding any other provision of this Agreement, if there is a
     net decrease in Partnership minimum gain (as defined in Regulation Section
     1.704-2(d), Profits (or items thereof) shall be allocated to all Partners
     in an amount determined as provided in Regulation Section 1.704-2(g)(2) and
     otherwise in accordance with Regulation Section 1.7042(f). This Section
     6(c) is intended to comply with the minimum gain chargeback requirements of
     Regulation Section 1.704-2(f) and shall be interpreted consistently
     therewith. Any special allocations made under this Section 6(c) shall be
     taken into account for purposes of determining subsequent allocations of
     Profits and Losses so that the total allocations will, to the extent
     possible, equal the allocations that would have been made if this Section
     6(c) had not previously applied. In addition, notwithstanding any other
     provision of this Agreement, if there is a net decrease in minimum gain
     attributable to a Partner Nonrecourse Debt (as defined in Section 6(a)
     hereof and as determined pursuant to Regulation Section 1.704-2(i)(3), such
     minimum gain being hereinafter referred to as "Partner Nonrecourse Minimum
     Gain") for a taxable year of the Partnership, then, after taking into
     account allocations pursuant to this Section 6(c), but before any other
     allocations are made for such taxable year, each Partner with a share of
     Partner Nonrecourse Minimum Gain attributable to such Partner Nonrecourse
     Debt at the beginning of such year shall be allocated items of income and
     gain for such year (and, if necessary, for subsequent years) in an amount
     equal to such Partner's share (determined in a manner consistent with
     Regulation Section 1.704-2(g)(2)) of the net

                                     - 21 -

<PAGE>



     decrease in Partner Nonrecourse Minimum Gain. Any special allocations
     made under this Section 6(c) shall be taken into account for purposes of
     determining subsequent allocations of Profits and Losses so that the total
     allocations will, to the extent possible, equal the allocations that would
     have been made if this Section 6(c) had not previously applied.

           (d) Liquidating Distributions

           Upon liquidation of the Partnership, liquidating distributions shall
     in all cases be made in accordance with the positive Capital Account
     balances of the Partners, as determined after taking into account all
     Capital Account adjustments for the Partnership taxable year during which
     such liquidation occurs (other than those made pursuant to Regulation
     Sections 1.704-1(b)(2)(ii)(b)(2) and (3)), by the end of such taxable year
     (or, if later, within 90 days after the date of such liquidation).

           (e) Restoration of Negative Capital Account

           If any Partner has a deficit balance in its Capital Account following
     the liquidation of in the Partnership, determined after taking into account
     all Capital Account adjustments for the Partnership taxable year during
     which such liquidation occurs (other than those made pursuant to Regulation
     Section 1.704-1(b)(2)(ii)(b)(3)), such Partner shall be unconditionally
     obligated to restore the amount of such deficit balance to the Partnership
     by the end of such taxable year (or, if earlier, within thirty (30) days
     after the date of such liquidation), which amount shall, upon liquidation
     of the Partnership, be paid to creditors of the Partnership or distributed
     to other Partners in accordance with their positive Capital Account
     balances (in accordance with Regulation Section 1.704-1(b)(2)(ii)(b)).

           (f) References to Regulations

           The inclusion of references in this Section 6 to specific Regulation
     sections is not intended to imply that other Regulations are not to apply,
     the Partners' intent being that all Regulation Sections 1.704 are to apply
     to the allocation of Profits and Losses under this Agreement.

         7. Management

           (a) Decisions other than Major Decisions and Non-Arbitrable Decisions
     may be made and related acts taken: (x) as provided in this Agreement; or
     (y) if not

                                     - 22 -


<PAGE>



     specifically provided in this Agreement, by Harrah's, subject to the
     monetary limitations of the Budgets; or (z) as delegated by any contract
     entered into by the Partnership (including, without limitation, the
     Management Agreement).

           "Major Decisions" shall mean decisions to:

              (i) approve any Material Modification;

              (ii) approve the Annual Plan and Operating Budget;
 
              (iii) change the Partnership Accountants;

              (iv) change the permitted investments or irrevocable banking
       instructions identified in Section 18;

              (v) allocate a condemnation award or casualty insurance or title
       insurance proceeds among the various items of property taken (if not
       allocated by the condemnee, insurer or judicial or other authority making
       such award);
 
              (vi) modify any management agreement for the Shoreside Complex
       other than the Management Agreement;

              (vii) commence, discontinue, settle, compromise, submit to
       arbitration, or participate in any single or related series of actions in
       the nature of legal proceedings in any court, before any governmental
       agency, or in arbitration, other than actions arising out of the ordinary
       course of business, involving any potential liabilities to, or claims by
       or against, the Partnership, not covered by insurance or within the
       deductible amounts of any insurance policy, the cost of which, if lost or
       settled, would equal or be less than One Hundred Thousand Dollars
       ($100,000), adjusted annually on each anniversary of the Effective Date,
       to provide for increases, but not decreases, in the Consumer Price Index;

              (viii) make any tax election pursuant to Section 12(d);

              (ix) approve any sublease of a portion, less than substantially
       all, of any Operating Lease Premises;

              (x) enter into any contracts with or any compensation to a Partner
       or any Affiliates of a Partner, other than pursuant to the Management
       Agreement, the Ground Lease, the Harrah's Lease, the Players' Lease
       and/or any contract for insurance or related services entered into with
       HEI's Risk Management

                                     - 23 -


<PAGE>



       Department as permitted by this Agreement and/or the Management
       Agreement;

              (xi) determine or change the location of the Project Office;

              (xii) determine the form of agreement to be required of
       Institutional Investors pursuant to Section 4.71(ii) of Part I of this
       Agreement;

              (xiii) allocate Impositions (as defined in the Operating Leases) 
       to each of the tenants under the Operating Leases;

              (xiv) establishing rules and regulations governing the use of the
       Shoreside Complex by the tenants under the Operating Leases; or

              (xv) approve the amount of the second reimbursing distribution
       pursuant to Section 5(d) of this Agreement.


           (b) "Non-Arbitrable Decisions" shall mean any decisions to:
   
              (i) enter into the general contract with Hensel Phelps
       Construction Company and/or the architectural contract with Wittenberg,
       Deloney and Davidson, for the Entertainment Facilities;

              (ii) increase the Construction Costs for the Shoreside Complex in
       excess of the Cost Budget attached as Exhibit F;

              (iii) call for a voluntary Additional Capital Contribution
       pursuant to Section 4(b)(ii);

              (iv) construct any improvements on the Project Site, other than
       the work shown on the Plans and Specifications, any Material
       Modifications and any work approved as part of an Annual Plan or required
       by law or by reason of Harrah's Operational Standards as defined in
       Section 1.1(ab) of the Management Agreement;

              (v) repair, restore, rebuild or replace any damage to, or
       impairment or destruction of the Shoreside Complex following any
       condemnation, fire or other casualty or title defect which might result
       in an Operating Lease Termination;

              (vi) sell, assign, transfer, hypothecate, pledge, lease, encumber
       or otherwise dispose of, in a single transaction or related series of
       transactions, all or any portion of the Shoreside Complex or enter into
       any agreement to do

                                     - 24 -


<PAGE>



       so, except the Harrah's Lease, the Players' Lease and the
       Management Agreement and any easements, rights-of-way or minor title
       encumbrances incidental to the development of the Shoreside Complex;

              (vii) incur Debt other than (A) Debt provided for in a Cost
       Budget; (B) Debt provided for in an Operating Budget; (C) Debt provided
       in an approved budget for future development; (D) trade debt incurred in
       the ordinary course of business; (E) Debt imposed by law; or (F) Debt
       incurred under any contract, loan document, lease or other agreement
       authorized pursuant to this Agreement.

              (viii) (A) enter into any management agreement other than the
       Management Agreement; or (B) enter into any amendment or modification of
       the Management Agreement;

              (ix) commence, discontinue, settle, compromise, submit to
       arbitration, or participate in any single or related series of actions in
       the nature of legal proceedings in any court, before any governmental
       agency, or in arbitration, or other than actions arising out of the
       ordinary course of business, involving any potential liabilities to, or
       claims by or against, the Partnership not covered by insurance or within
       the deductible amount of any insurance policy, the cost of which, if lost
       or settled, would exceed One Hundred Thousand Dollars ($100,000.00),
       adjusted annually on each anniversary of the Effective Date, to provide
       for increases, but not decreases, in the Consumer Price Index;

              (x) execute or enter into any single or related series of bonds,
       guaranties, or indemnities;

              (xi) invest in or operate any business other than the Shoreside
       Complex;

              (xii) other than admission of transferees of Partners in
       connection with any Transfer made in accordance with the terms of this
       Agreement, admit any additional or substitute Partners to the Partnership
       or approve any Transfer to any such additional or substitute Partner;

              (xiii) except as provided in Sections 10 and 11, dissolve, wind up
       the business affairs of, or liquidate the Partnership, or merge the
       Partnership into another entity;

                                     - 25 -



<PAGE>



              (xiv) subject to the provisions of Section 16, amend or modify
       this Agreement;

              (xv) make an assignment for the benefit of creditors or file a
       voluntary petition under the Federal Bankruptcy Code or any insolvency
       law of the State or any other state of the United States of America;

              (xvi) approve any Transfer of an Operating Lease requiring
       Partnership approval;

              (xvii) approve any change in identity of the Arbitrator identified
       in Section 19(a)(i);

              (xviii) reject any agreement of the Partnership, including any
       Operating Lease and/or the Management Agreement, in the event of the
       filing of Partnership bankruptcy proceedings; or

              (xix) repair any construction defect in the Shoreside Complex, the
       cost of which is not recovered from contractors or other warrantors.


           (c) Subject to Sections 7(f) and 7(i), if the Partners are unable to
     reach a unanimous decision with respect to a Major Decision, either Partner
     may submit the matter to binding arbitration in accordance with Section
     19(b);

           (d) Subject to Sections 7(f) and 7(i), if the Partners are unable to
     reach a unanimous decision with respect to a Non-Arbitrable Decision, the
     Partnership shall not undertake the related action, except that: (i) either
     Partner may cause the Partnership to take such action to the extent it, in
     good faith, determines that such action: (A) is necessary to comply with
     applicable laws, rules, regulations and orders; (B) is in defense of the
     Partnership's interests in any proceedings in any court, before any
     governmental agency, or in arbitration; or (C) is necessary to comply with
     any contractual or other Partnership obligations (including, without
     limitation, those certain agreements with the City, Howard Bend Levee
     District and U.S. Army Corps of Engineers identified in Exhibit J); (ii)
     with respect to Section 7(b)(v), if the Partners are unable to reach a
     unanimous decision, the related action shall be taken; and (iii) with
     respect to Section 7(b)(xix), if the Partners are unable to reach a
     unanimous decision, the related action shall be taken unless the estimated
     cost of repair in excess of any amounts recovered from contractors or other
     warrantors exceeds $50,000,000.

                                     - 26 -


<PAGE>



           (e) Subject to the provisions of Sections 7(a) through (d), Harrah's
     shall have authority and responsibility, as well as the benefit of
     indemnification by the Partnership as provided in Section 14, to:

              (i) manage the development and construction of the Shoreside
       Complex, including, without limitation, supervising: (x) the preparation
       of the Plans and Specifications; and (y) the performance by the Persons
       contracting therefor with the Partnership;

              (ii) commit to contract and spend monies provided for in the
       Budgets;

              (iii) let contracts and change orders to contracts for the
       Shoreside Complex not to exceed the monies provided for in the Cost
       Budget, but not limited by individual line item sublimits;

              (iv) prepare or cause to be prepared for, and following review and
       approval by Players, file reports with, any governmental or regulatory
       agencies and any Federal, state or local tax returns (and if Players has
       not commented on the report, or tax return, submitted to it on or before
       fifteen (15) days after the Players' receipt thereof, the report shall be
       deemed to have been approved);

              (v) pay any taxes payable by the Partnership;

              (vi) place and maintain or cause to be placed or maintained
       insurance with such insurers and in such amounts as the Partners shall
       agree, or as required under any Partnership contract, loan document,
       lease or other agreement, or by law (which insurance may be placed
       through the Risk Management Department of HEI if the cost of insurance
       is: (x) approved by Players; or (y) within an applicable Budget; or (z)
       equivalent coverage cannot be obtained at a better cost after competitive
       bidding).


           Players shall have the right to have representatives present at all
     times to inspect (but not direct) work on the Shoreside Complex to assure
     itself that the work conforms with the requirements of the Plans and
     Specifications.

           (f) Notwithstanding the provisions of Section 7(a) and (b) except
     Section 7(b)(xviii), Players shall be the Partnership's representative with
     exclusive authority to exercise the Partnership's enforcement rights under
     the Harrah's Lease, the Ground Lease

                                     - 27 -


<PAGE>



     (so long as Harrah's (LLC) or its Affiliate (Wholly Owned) is Ground
     Lessor) and the Management Agreement. Notwithstanding the provisions of
     Section 7(a) and (b) except Section 7(b)(xviii), Harrah's shall be the
     Partnership's representative with exclusive authority to exercise the
     Partnership's enforcement rights under the Players' Lease and, if the
     Leased Site is acquired by Players or its Affiliate (Wholly Owned) pursuant
     to Section 8(d) or otherwise, the Ground Lease. Any dispute between the
     Partnership and the other party to such agreements as to matters reserved
     to the exclusive authority of Harrah's or Players by this Section 7(f)
     shall be resolved under the dispute resolution sections of such agreements.

           (g) The Partners shall devote such time to the Partnership business
     as they deem reasonably necessary in furtherance of, and shall exercise
     their best judgment in all matters relating to, Partnership business.
     However, except as provided in this Section 7(g) (i.e., except for gross
     negligence, fraud, bad faith, breach of this Agreement or criminal
     conduct), no Partner shall have liability to the Partnership or to the
     other Partners for any failure or misfeasance on the part of such Partner
     whatsoever including, without limit, a failure or misfeasance with respect
     to any Partner's obligations under this Agreement. Without limiting the
     generality of the foregoing, the Partners recognize that innumerable
     decisions will have to be made by the Partners during the term of
     Partnership which will require the Partners to exercise broad discretion.
     Accordingly, each of the Partners hereby waives its right to institute any
     legal proceeding of any kind whatsoever against another Partner for any
     action taken by, or any omission of, a Partner in its capacity as a Partner
     in the Partnership, except for gross negligence, bad faith, fraud, breach
     of this Agreement or criminal conduct.

           (h) If, pursuant to the Code and the Regulations, the Partnership is
     to be treated as an association taxable as a corporation, the Partners
     shall, in compliance with the Code, the Regulations and applicable state
     law, take the necessary action to restructure the Partnership, change the
     form of entity under which the business of the Partnership is conducted, or
     make an appropriate tax election to enable the Partnership or its successor
     to be treated as a "pass-through entity" (an entity which, in most
     instances, will not be subject to tax in addition to the tax paid at the
     participant level) for Federal and State income tax purposes.

                                     - 28 -

<PAGE>



           (i) Unless otherwise agreed by the Partners, all meetings of the
     Partners shall be held, either:

              (i) by telephone conference at which all designated
       representatives participating may hear and speak to each other (and such
       telephone presence shall be an appearance at a meeting for purposes of
       this Agreement); or

              (ii) (A) until the Opening Date, at the offices of Peper, Martin,
       Jensen, Maichel and Hetlage, 720 Olive Street, St. Louis, MO 63101-2396,
       or such other place, as the Partners may agree; and

                   (B) after the Opening Date, at the Project Office;
            in either case, between 9:00 A.M. and 4:00 P.M. local time on any 
            Tuesday, Wednesday or Thursday that is a Business Day.

           Any Partner may call a meeting upon no less than seven (7) Business
     Days' advance Notice to the other Partner, designating the time, place (or
     telephone conference method) and subject matter of the meeting.

           If a Partner does not appear at a duly Noticed meeting, action may be
     taken at such meeting by the Partner who does appear and vote, and such
     action will be deemed to have been consented to by the absent Partner. Each
     Partner shall designate two officers, each of whom, acting separately shall
     have the authority to designate, by Notice given on or before the Notice of
     each meeting: (i) no more than five (5) individuals entitled to appear on
     behalf of such Partner at such meeting; and (ii) the one (1) individual
     (and one (1) alternate) entitled to cast the vote of such Partner at such
     meeting. Each Partner shall have one vote notwithstanding the number of
     persons representing such Partner. Each designation shall remain in effect
     until modified by Notice designating new officers, representatives or
     individuals with voting authority, as the case may be. The initial
     designated officer of each Partner with power to designate representatives
     and individuals with voting authority is:

                      as to Players:  Howard A. Goldberg, or
                                      Steven P. Perskie
                      as to Harrah's: Philip G. Satre, or
                                      Laurance B. Lacaff


                                     - 29 -


<PAGE>



           The initial individual (and his/her alternate) currently authorized
     to cast the vote of each Partner at a meeting is:

                      as to Players: Howard A. Goldberg, and
                                     David Fishman, Alternate
                      as to Harrah's: Colin V. Reed, and
                                      Laurance B. Lacaff, Alternate

           Any decision permitted or required to be taken at a meeting may be
     made without a meeting if evidenced by a written consent signed by the
     individuals or alternates holding voting power for each Partner. Any
     decision so made shall be effective upon signing of such written consent by
     the last Partner whose voting representatives sign, unless the written
     consent specifies another effective date.

           Any Partner may waive any Notice required before or after the date
     such Notice would have otherwise been required. Such a waiver must be in
     writing signed by the individual or alternate authorized to vote on behalf
     of such Partner.

           A Partner may vote at a meeting only through the individual or
     alternate authorized to cast its vote. The right of other designated
     individuals to appear at a meeting is conditioned upon the presence of the
     individual or alternate with voting authority. The appearance at a meeting
     of the individual or alternate with voting authority shall waive any
     requirement of Notice of such meeting unless such person objects at the
     beginning of the meeting to holding the meeting or transacting business at
     the meeting and does not thereafter vote or assent to action taken at the
     meeting.

           For the duration of any Event of Default, the Defaulting Partner, and
     its designees, shall not be entitled to appear or vote at any meeting and
     there shall be not requirement to obtain the vote of such Defaulting
     Partner for any Partnership decision.

           (j) The Partners shall endeavor to coordinate the construction of
     tenant improvements at the Operating Lease Premises with that of the
     Partnership at the Shoreside Complex to arrange for a joint opening of the
     Entertainment Facilities and both Operating Lease Premises. To this end,
     construction of the Shoreside Complex shall be scheduled, to the extent
     practicable, to deliver possession of the Operating Lease Premises for
     commencement of tenant improvements to each of Harrah's (LLC) and Players

                                     - 30 -

<PAGE>



     simultaneously. Neither Harrah's Premises nor Players' Premises shall
     have their Opening Date prior to the Opening Date of the Entertainment
     Facilities.

           (k) The Partners shall be free to compete and separately market their
     respective business operations at the Harrah's Premises and Players'
     Premises.

           (l) Harrah's shall annually prepare, for Players' review, an Annual
     Plan for the Entertainment Facilities (the "Annual Plan"). The Annual Plan
     for the first whole or partial Fiscal Year following the Opening Date of
     the Entertainment Facilities will be prepared by HMHOC on behalf of
     Harrah's and presented by Harrah's to Players not less than sixty (60) days
     before the anticipated Opening Date of the Entertainment Facilities. The
     Annual Plan for each subsequent Fiscal Year shall be prepared and submitted
     to Players not later than sixty (60) days before the beginning of such
     Fiscal Year.

           The Annual Plan will be comprised of the following:

              (i) a statement of the estimated income and expenses of the
       Entertainment Facilities for the coming Fiscal Year, such statement to
       reflect the estimated income and expenses during each Fiscal Month of the
       subject Fiscal Year;

              (ii) either as part of the statement of the estimated income and
       expenses referred to in the preceding clause (i), or separately, budgets
       (and related Capital Contribution and work timetables and requirements)
       for:

                  (A) repairs and maintenance;
                  (B) capital replacements and improvements; and
                  (C) equipment purchases or leases;

              (iii) a business and marketing plan for the subject Fiscal Year
       including, without limitation:

                  (A) room rates, food and beverage pricing and other charges to
              persons using the Entertainment Facilities;

                  (B) a description of any modifications to the policies,
              governing the access of Harrah's (LLC) and Players to, and
              reservation of hotel and the special events rooms at the
              Entertainment Facilities by, each of Harrah's (LLC) and Players, a
              copy of which, as currently approved, is attached as Exhibit Q;

                                     - 31 -

<PAGE>



                  (C) a description of billing practices and policies to be
              implemented among the Partnership, HMHOC, Players and Harrah's
              (LLC) with respect to charges by customers of the Entertainment
              Facilities, Harrah's Premises and Players' Premises pursuant to
              Sections 5.09 and 5.10 of the Operating Leases; and
 
                  (D) an advertising and marketing plan for the Shoreside
              Complex as a whole.

              (iv) the Minimum Balance (as defined in the Management Agreement)
       which must remain in the Bank Account (as defined in the Management
       Agreement) as of the end of each Fiscal Month during the Fiscal Year to
       assure sufficient monies for working capital purposes and other
       expenditures authorized under the Annual Plan.

           The "Operating Budget" shall mean the budgeted expenses approved
     under clauses (i), (ii), and (iii) above. References to budgeted items
     contained in the Annual Plan shall refer to the expenses for such items set
     forth in the Operating Budget.

           In connection with the submission of the Annual Plan, Harrah's and
     Players will meet within twenty (20) days after the proposed Annual Plan is
     delivered to Players to have an in-depth review, including, after the first
     full Fiscal Year, a comparison with the previous Fiscal Year's performance
     of the Entertainment Facilities and a discussion of proposed expenditures
     contained in the Operating Budget. Such meeting will be attended by the
     general manager of each of the casinos operated by Harrah's (LLC) at
     Harrah's Premises and Players at Players' Premises.

           It is the intention of the parties to complete the review and
     approval of the proposed Annual Plan no later than thirty (30) days prior
     to: (x) the Opening Date of the Entertainment Facilities; and (y) the
     commencement of each Fiscal Year thereafter. Players shall be required to
     approve or disapprove each proposed Annual Plan. If Players disapproves or
     raises any objections or proposed modifications to any items contained in
     Harrah's proposed Annual Plan, until otherwise mutually agreed, the
     undisputed portions (and, in the case of the Annual Plan for the first full
     Fiscal Year only, disputed portions, until such time as any disputed
     portion is resolved by arbitration or joint agreement) of the proposed
     Annual Plan shall be operative. In the case of any Annual Plan after the

                                     - 32 -


<PAGE>



     Annual Plan for the first full Fiscal Year, the item corresponding to
     the disputed item and contained in the Annual Plan for the preceding Fiscal
     Year shall be substituted in lieu of the disputed portions of the proposed
     Annual Plan. In each instance where portions of the Annual Plan from the
     preceding Fiscal Year are deemed to be the Annual Plan in effect until a
     new Annual Plan is approved, the Operating Budget expense contained in the
     Annual Plan for the preceding Fiscal Year shall be automatically increased
     by a percentage equal to the percent of increase in the Consumer Price
     Index during the preceding Fiscal Year, based upon the Consumer Price Index
     at the time the calculation is made. If, notwithstanding such Consumer
     Price Index increase, Players and Harrah's do not reach agreement as to a
     mutually acceptable Annual Plan within thirty (30) days prior to: (x) the
     Opening Date of the Entertainment Facilities; or (y) the commencement of
     each Fiscal Year thereafter, as the case may be, the item(s) of the Annual
     Plan that are in dispute shall be submitted to and resolved by arbitration
     in accordance with Section 19(b).

           (m) All Furnishings and Equipment, Operating Equipment and Operating
     Supplies (as each is defined in the Management Agreement, whether or not
     the Management Agreement is then in effect) used in the Entertainment
     Facilities which bear any identifying information or proprietary marks
     identifying the Operating Lease Premises of one Partner (or its Affiliate
     (Controlled)) shall bear, in equivalent manner, the marks or other
     information identifying the Operating Lease Premises of the other Partner
     (or its Affiliate (Controlled)). Except for the primary sign identifying
     the hotel and the primary signs identifying each Operating Lease Premises
     (which shall be separate but equivalent), all building signs identifying
     the Operating Lease Premises of one Partner (or its Affiliate (Controlled))
     shall, in equivalent manner, identify the Operating Lease Premises of the
     other Partner (or its Affiliate (Controlled)). The sketch attached as
     Exhibit V identifies the current conceptual sign plan for the Entertainment
     Facility, subject to modification required by law or hereafter agreed upon.

       8. Compensation to Partners; Other Interests

           (a) No Partner shall be entitled to compensation by reason of the
     rendition of services to the Partnership; provided, however, that (i) each
     Partner shall be entitled to reimbursement of budgeted out-of-pocket costs
     paid to third parties who are not Affiliates

                                     - 33 -


<PAGE>



      of such Partner within the scope of such Partner's authority; and
     (ii) nothing contained herein shall affect fees and amounts payable to any
     Affiliate of a Partner pursuant to any contract or agreement with such
     Affiliate approved by both Partners, including, without limitation, the
     Management Agreement, the Ground Lease, Harrah's Lease and Players' Lease,
     it being understood that the fact that any Partner is directly or
     indirectly interested in a Person employed by the Partnership to render or
     perform a service, or from whom the Partnership borrows money or buys
     merchandise, material or other property, shall not prohibit the Partnership
     from employing such Person or from otherwise dealing with it.

           (b) Each of the Partners understands that the other Partner or its
     Affiliates may be interested, directly or indirectly, in various other
     businesses and undertakings not included in the Partnership. Except as
     provided in Sections 8(d) and 31(g), the Partners hereby agree that the
     creation of the Partnership and the assumption by each of the partners of
     their duties hereunder shall be without prejudice to their rights (or the
     rights of their Affiliates) to have such other interests and activities and
     to receive and enjoy profits or compensation therefrom, and each Partner
     waives any rights it might otherwise have to, by reason of any duty
     otherwise owed to the Partnership or its Partners, prevent or share or
     participate in such other interests or activities of the other Partner or
     its Affiliates. Except as provided in Sections 8(d) and 31(g), the Partners
     and their Affiliates may engage in or possess any interest in any other
     business venture of any nature or description independently or with others,
     including, but not limited to, the ownership, financing, leasing,
     operation, management, syndication, brokerage, or development of real
     property and gambling casinos, and neither the Partnership nor any other
     Partner shall have the right by virtue of this Agreement or otherwise to
     prevent or participate in any such venture or the income or profits derived
     therefrom.

           (c) Except as provided in Sections 8(d) and 31(g), no Partner need
     disclose to any other Partner or the Partnership any other business venture
     in which it or its Affiliates may have an interest or any other business
     opportunity presented to it, even if such opportunity is of a character
     which, if presented to the Partnership, could be taken by the Partnership,
     and each Partner and its Affiliates shall have the right to take for its
     own account or to recommend to others any such particular investment
     opportunity or business venture.

                                     - 34 -

<PAGE>



           (d) Until modified pursuant to Section 31(g), no Partner nor any
     Affiliate (Controlled) of a Partner, Players' Parent or HEI (each, a
     "Competing Developer") may directly or indirectly, possess any right or
     interest in the ownership, operation, management, income, or profits of any
     other casino and/or other gambling operation in the St. Louis, Missouri
     Metropolitan Statistical Area without the prior written consent of the
     other Partner, whether such business is conducted alone or in conjunction
     with others; unless, in each case, the Competing Developer has offered to
     the other Partner (the "Receiving Partner") a right of first refusal to
     participate on an equal basis with the Competing Developer in such
     business. The Competing Developer shall send a Notice to the Receiving
     Partner including a general description of the proposed business,
     incorporating such detail as a prudent investor would customarily require
     in order to make an informed investment decision; to the extent reasonably
     available, the proposed form of budgets of development and construction
     costs and projections of expenses and revenues; the proposed economic terms
     and conditions upon which the business partners would jointly participate
     in the proposed business; and the asserted fair market value of any real
     estate or personal property contemplated to be used in connection with the
     business. The foregoing right of first refusal shall not apply to the
     acquisition by a Partner or its Affiliate (Controlled) of a Person having
     casinos or other gambling operations both in the St. Louis, Missouri
     Metropolitan Statistical Areas and in two or more other locations or to the
     acquisition of a Partner and/or its Affiliates (Controlled) by any such
     Person.

           For so long as Harrah's or an Affiliate (Wholly Owned) of HEI is a
     Partner of the Partnership and Players' Lease remains in effect, and
     subject and subordinate to any rights of third parties currently existing,
     and any rights of holders of mortgages, easements or leases (including only
     the Ground Lease, Harrah's Lease and Players' Lease and leases of Lot 7
     which are terminable without liability on not more than ninety (90) days'
     notice following a sale of Lot 7) hereafter granted, and other third-party
     rights approved by Players, which approval shall not be conditioned, or
     unreasonably withheld or delayed, neither Harrah's nor any such Affiliate
     (Wholly Owned) of HEI that owns Lot 7 or the Leased Site (each, also an
     "Offering Partner" for purposes of this Section 8(d)) shall sell, otherwise
     dispose of Lot 7 or the Leased Site, or develop Lot 7, except: (i) a

                                     - 35 -


<PAGE>



     sale or other disposition to an Affiliate (Wholly Owned) of HEI; or
     (ii) as part of the sale or other disposition of all or substantially all
     of the Project Property of Harrah's; or (iii) as part of the sale or other
     disposition of all or substantially all of the assets of HEI; or (iv) a
     sale or other disposition pursuant to Sections 24, 25 or 26 (each, an
     "Exempt Sale or Disposition"); unless Players, as Receiving Partner, has
     been offered the right of first refusal to purchase all or any part of Lot
     7 or the Leased Site, or, in the case of a proposal to develop Lot 7, join,
     on an equal basis, in the development of, Lot 7, as the case may be.
     Harrah's shall send a Notice to Players advising Players of: (i) the
     purchase price and other terms of the sale of Lot 7 or the Leased Site; or
     (ii) in the case of a development proposal, development information for Lot
     7, comparable to that identified above for an offer to participate in a
     casino or gambling operation, except that, in the case of any offer to
     participate in development of Lot 7 that is not occasioned by a third-party
     offer to develop Lot 7 that values Lot 7 otherwise, Lot 7 shall be valued
     as provided in Section 26(b).

           In each instance above described, the Receiving Partner shall have a
     period of one hundred twenty (120) days following the date that the
     Receiving Partner has received from the Offering Partner the information
     specified (reduced to thirty (30) days in the case of a right of first
     refusal to purchase Lot 7 or the Leased Site) in order to decide, in good
     faith, to accept the offer and to execute comprehensive documents for such
     transaction. If the Partners are unable, in good faith, to agree upon and
     execute mutually satisfactory comprehensive documents within said period,
     then the right of first refusal of the Receiving Partner shall expire as to
     said business, sale or development, except that: (i) the right shall be
     reinstated if the Competing Developer or entity owning Lot 7 or the Leased
     Site, as the case may be, proceeds with the business, sale or development,
     as the case may be, on better terms than were offered to the Receiving
     Partner; and (ii) the right of first refusal to purchase Lot 7 and/or the
     Leased Site, as the case may be, shall survive an Exempt Sale or
     Disposition and shall not be extinguished thereby.

           The provisions of this Section 8(d) and Section 31(g) shall be
     incorporated into a recordable instrument and recorded in the land records
     of St. Louis County, Missouri. The obligations of each entity and its
     Affiliates (Controlled or Wholly Owned, as the case may be) under both such
     Sections are guaranteed by their respective Guarantors, and each

                                     - 36 -



<PAGE>



     Guarantor shall take all actions necessary to assure the compliance
     of its Affiliates (Controlled or Wholly Owned, as the case may be) with the
     terms hereof.


         9. Disposition or Transferability of Partnership Interests


           (a) Except for: (i) subleases of Operating Lease Premises approved by
     the Partnership or permitted by the terms of the Operating Leases; and (ii)
     as specifically permitted by the provisions of this Section 9, no Partner
     shall Transfer all or any portion of its Project Property.

           (b) Subject to the remaining provisions of this Section 9, each
     Partner shall have the right to Transfer all, but not part, of its Project
     Property, subject to the right of the other Partner to acquire all (but not
     part) of such Project Property at the price and upon the terms set forth in
     this Section 9(b), and the surviving rights of Players with respect to Lot
     7 described in Section 8(d). A Partner whose Project Property is subject to
     acquisition pursuant to this Section 9(b) is sometimes referred to as the
     "Transferor Partner."

              (i) If a Transferor Partner desires to Transfer its Project
       Property and has received a non-collusive and bona fide third-party
       offer, the Transferor Partner shall give the other Partner written notice
       of its desire to make such transfer and provide the other Partner with a
       copy of such offer. The other Partner shall have a right for thirty (30)
       days thereafter to elect, by Notice to the Transferor Partner, to acquire
       the Transferor's Project Property on the terms set forth in such offer.
       If the other Partner timely exercises such right, the Transferor Partner
       shall thereafter Transfer the Project Property to the other Partner (the
       "purchasing Partner") on the terms set forth in such offer.

              If the purchasing Partner fails to timely exercise such right, the
       Transferor Partner shall thereafter have the right to dispose of the
       Project Property on the same or less favorable terms to the acquiror than
       are set forth in such offer.

              (ii) If the purchasing Partner will acquire the Transferor's
       Project Property, the closing of the purchase shall be held at such place
       in St. Louis, Missouri as the purchasing Partner shall specify. The exact
       date and time of closing shall be specified in a Notice from the
       purchasing Partner to the

                                     - 37 -


<PAGE>



        Transferor Partner, but in no event shall it be fewer than ten
       (10) or more than ninety (90) days after the date upon which the
       purchasing Partner exercises its purchase rights.

              (iii) The purchase price, subject to agreed or customary real
       estate tax and private or levee district assessment prorations shall be
       paid either: (x) in cash and in full at closing; or (y) on the terms
       offered by the third party, at the election of the purchasing Partner;
       provided however, in either case, that if the purchasing Partner or its
       nominee shall not, by the scheduled date of closing, have been issued a
       license to operate the Operating Lease Premises of the Transferor Partner
       on substantially the same terms and conditions as were applicable to the
       Transferor Partner (for reason other than an Unsuitability Determination
       as to the purchasing Partner or such nominee), then the purchase money
       shall be deposited and held in escrow in an interest bearing account and
       shall not be released to the Transferor Partner unless and until the
       earliest of the date upon which: (i) the purchasing Partner and, if
       applicable, its nominee withdraw their application for such license; (ii)
       such license is issued; and (iii) an Unsuitability Determination is made
       by the Missouri Gaming Commission as to the purchasing Partner and its
       nominee or, if the purchasing Partner is an Affiliate (Controlled) of
       such nominee, the purchasing Partner or its nominee. The form of the
       Escrow Agreement, subject to any modifications required by the Missouri
       Gaming Commission, is attached as Exhibit R.

            If the purchase money is paid over time by delivery of a promissory
     note, such promissory note shall incorporate provisions for the automatic
     reduction of its principal amount by that portion of the value of the
     Project Property that is allocable to gambling activity, in the event that
     such license does not issue within twenty-four (24) months following the
     Closing, unless nonissuance is due to: (i) the withdrawal of the
     application for such License by the purchasing Partner, and, if applicable,
     its nominee; or (ii) an Unsuitability Determination as to both the
     purchasing Partner and its nominee or, if the purchasing Partner is an 

                                     - 38 -


<PAGE>



       Affiliate (Controlled) of such nominee, the purchasing Partner or its 
       nominee.

              (iv) At the closing, the Transferor Partner shall deliver to the
       purchasing Partner, or its nominee, all documents reasonably requested by
       the purchasing Partner, or its nominee, to evidence and reflect the
       transfer of the Project Property being sold, which documents shall
       contain: (x) special warranties relating to the Transferor Partner's
       title (which shall be warranted to be free of encumbrances (excluding
       liens) other than those affecting the Project Site as of the date of its
       acquisition by the Partnership and reflected on the Partnership's title
       insurance policies, or those placed subsequent to such date in compliance
       with this Agreement, the Operating Leases, or the Ground Lease, as the
       case may be) to; and (y) full warranties as to the absence of any liens
       upon the property being transferred.

              (v) The provisions of this Section 9(b) shall be applicable to any
       sale or disposition by an Institutional Investor pursuant to foreclosure
       of a lien or security interest in a Partner's Project Property except
       that, in such event, the Purchase Price shall be the lesser of: (i) the
       Fair Market Value of the Project Property determined in accordance with
       Section 9(n); or (ii) the amount of all principal, interest and other
       charges secured by the foreclosed lien or security interest, and the
       closing shall be postponed until such Fair Market Value is determined
       pursuant to Sections 9(n)(i) and 9(n)(ii).

            (c) In the case of a composition with creditors, an assignment for
     the benefit of creditors or the reorganization or bankruptcy of a Partner
     (a "Debtor Partner") or its Guarantor under any federal or state law; the
     Partner other than the Debtor Partner shall have the option to purchase the
     Project Property of the Debtor Partner by giving Notice thereof to the
     Debtor Partner or its legal representatives within fifteen (15) days after
     the other Partner shall have received actual Notice of such composition,
     assignment, bankruptcy or reorganization. The purchase price payable for
     the Project Property of the Debtor Partner shall be an amount equal to
     ninety percent (90%) of the Fair Market Value of such Project Property on
     the date of the event giving rise to the option described in this Section
     9(c) determined pursuant to Sections 9(n)(i) and 9(n)(ii). Closing of the
     acquisition of such Project Property shall occur on the date and at the 

                                     - 39 -


<PAGE>


       
     time and place designated in the Notice electing to purchase such Project
     Property, but the closing shall not be fewer than ten (10) days or more
     than ninety (90) days after the earlier of the date upon which the Partners
     reach agreement as to Fair Market Value or receive the appraisal report
     from the Appraiser. The purchase price shall be paid in cash at closing.

           (d) In addition to its option to purchase the Project Property of
     Harrah's pursuant to Section 9(b) and 9(c), if Players does not exercise
     such option and Harrah's Project Property is sold by Harrah's, Players
     shall have the additional right to purchase only the interest of HMHOC as
     manager of the Entertainment Facilities under the Management Agreement for
     its Fair Market Value, determined in accordance with the procedures
     established in Section 26(b). The purchase of the Management Agreement
     shall be elected in the same manner as an election to purchase Project
     Property. The closing of the purchase of the Management Agreement shall
     occur simultaneously with the transfer by Harrah's of the remainder of its
     Project Property, and the Purchase Price shall be paid in cash at closing.

           (e) At any time during the term hereof (subject only to Sections (f)
     through and including (l) of this Section 9 and free of any first offer,
     right of first refusal or other pre-emptive right of the other Partner),
     following Notice to the other Partner, a Partner may effect a Transfer of
     any of its Project Property or permit the Transfer of any Capital Stock
     and/or Voting Power in any Holding Entity to any Affiliate (Wholly Owned)
     of Players' Parent, in the case of Players, or HEI, in the case of
     Harrah's, provided that its Guarantor shall not be released from its
     obligations as Guarantor, and such obligations shall continue.

           (f) Any transferee of Project Property admitted as a Partner with
     respect to a transferred Partnership Interest shall, except as otherwise
     provided in this Agreement, have all of the rights, powers and obligations
     of its transferor with respect to the transferred Partnership Interest.

           (g) every transferee of Project Property shall (whether or not such
     transferee is a party hereto):

              (i) assume all of the obligations of its predecessor under this
       Agreement, the Ground Lease, the Operating Lease, the Management

                                     - 40 -


<PAGE>



       Agreement, and any other agreements, other than non-recourse
       loans, affecting the transferred Project Property, as the case may be;
       and

              (ii) deliver to the Partners a statement, in form and content
       satisfactory to counsel for the Partners, acknowledging the assumption of
       such liabilities and that the transferee has read the provisions of this
       Agreement, the Ground Lease, the Operating Lease, the Management
       Agreement and any other agreements, as the case may be, and agrees to be
       legally bound by all the terms and conditions of such agreements; and

              (iii) pay all reasonable expenses in connection with such
       Transfer, including but not limited to the cost of the preparation,
       filing and publishing of any amendment to Partnership filings, notices,
       legal opinions, assignments or other documents of record as may be
       necessary or desirable in connection with the Transfer. 

           (h) The Partners acknowledge and confirm that the Partnership
     Interests acquired by them hereunder: (i) have not been registered under
     the Securities Act of 1933 and, consequently, Transfer of such interests
     may be made only pursuant to such Act and the rules thereunder; and (ii)
     have not been registered under any other securities laws. Notwithstanding
     anything to the contrary contained in this Section 9, the Partners agree
     not to sell their Project Property within twelve (12) months from the
     Effective Date if such sale, in the opinion of counsel to the Partnership,
     would violate any provisions of the securities laws or the regulations
     promulgated thereunder; provided, however, that this sentence shall not be
     construed to permit any Transfers which are not permitted by the other
     provisions of this Section 9.

           (i) If a Partner shall attempt or purport to make a Transfer in
     violation of Section 9, any such attempt or purported transfer shall be
     null and void and of no legal effect.

           (j) No Partner shall Transfer its Partnership Interest or any part
     thereof if such Transfer, either alone or when taken together with other
     Transfers theretofore made or to be made substantially simultaneously
     therewith, would result in a transfer tax becoming payable by the
     Partnership or terminate the Partnership for Federal income tax purposes
     under Code Section 708(b)(1)(B), unless the transferring Partner shall have
     either: (A)

                                     - 41 -

<PAGE>



     paid any resulting transfer tax or posted the full amount thereof
     with the Partnership, to be used by the Partnership to pay such tax; and
     (B) paid, or, if accepted by the other Partner, indemnified and held the
     other Partner harmless from and against any adverse current income tax
     consequences of the Transfer (determined after considering the mitigating
     effects of, but not any detrimental effect upon, the consolidation of the
     other Partner's Profits and Losses of this Partnership with those of other
     enterprises whose profits and losses are consolidated with those of such
     Partner for Federal or state income tax purposes).

           (k) (i) If a Change of Control of Players' Parent occurs, Harrah's
     shall have the option to purchase Players' Project Property for a purchase
     price equal to the Fair Market Value of Players' Project Property
     determined in accordance with Sections 9(n)(i) and 9(n)(ii). Harrah's may
     elect to exercise such option by Notice to Players given no later than
     twenty (20) Business Days following the first of: (A) receipt of Notice
     from Players of the Change of Control of Players' Parent; and (B) the
     giving of Notice to Players by Harrah's that a Change of Control of
     Players' Parent has occurred (the "Option Period"). If Harrah's exercises
     this option, the closing of the sale of Players' Project Property shall
     occur on the later of: (A) the date specified by Harrah's in its Notice of
     exercise that is no more than forty (40) days after such Notice; and (B)
     twenty (20) days after the determination of Fair Market Value, at the
     offices of Harrah's designated legal counsel in St. Louis, Missouri.

              (ii) Upon the expiration of an Option Period without election by
       Harrah's to exercise its option, Harrah's shall no longer have the option
       to purchase Players' Project Property.

              (iii) The Purchase Price for Players' Project Property shall be
       paid as provided in Section 9(b)(iii)(x).

           (l) No Transfer of Project Property may be made under any
     circumstances to any Person who: (A) has not been determined suitable or
     otherwise approved or exempted from such determination by the Missouri
     Gaming Commission; or (B) is subject to an Unsuitability Determination by
     any gambling commission or authority of any other state.

           (m) Notwithstanding the preceding provisions of this Section 9, a
     Partner

                                     - 42 -


<PAGE>



     shall be entitled to pledge or mortgage all, but not part, of its
     Project Property, and Harrah's may separately mortgage its, or its
     Affiliate's, interest in the Leased Site, subject to the Ground Lease, and
     in Lot 7, to the same Institutional Lender who: (i) has been determined
     suitable or otherwise approved or exempted from approval by the Missouri
     Gaming Commission; and (ii) is not subject to an Unsuitability
     Determination by the gambling commission or authority of any other state,
     provided that its lien shall be subject to the provisions of this
     Agreement, the Operating Leases, the Ground Lease and the Management
     Agreement and, in connection therewith, there can be no separation, by
     foreclosure or otherwise, of ownership of the Project Property affected.
     The Capital Stock of Holding Entities owning 100% of the Project Property
     may be pledged, in whole but not in part, to the same Institutional Lender
     provided that:

              (i) the pledgee is legally bound by all provisions of this
       Agreement, the Ground Lease, the Operating Leases and the Management
       Agreement; and

              (ii) in connection therewith, there can be no separation, upon
       foreclosure or otherwise, of ownership of Project Property affected.

     The granting of such pledge or mortgage and any transfer in lieu of
     foreclosure thereof to such Institutional Investor shall not be subject to
     the preemptive right of first refusal set forth in Section 9(b) (but shall
     be subject to all other provisions of this Agreement), provided that any
     transfer upon foreclosure, or following acceptance of a Transfer in lieu of
     foreclosure, shall once again be subject to such preemptive right as
     provided in Section 9(b)(v).

           (n) (i) The Fair Market Value of Project Property, for purposes of
     this Section 9 and other Sections to which this Section is applicable,
     shall be determined based on then known costs, operating revenues and
     expenses or reasonable cost, revenue and expense projections, and
     determined: in the case of a Partnership Interest, on the assumptions that:
     (w) all Partnership assets are liquidated; (x) all Partnership liabilities
     are paid; and (y) the selling Partner is obligated to restore its negative
     Capital Account balance; provided that, in the case of Lot 7, the interest
     of Harrah's (LLC) as ground lessor of the Leased Site, and the interest of
     HMHOC as the manager of the Entertainment Facilities pursuant to the
     Management Agreement, such Project Property shall

                                     - 43 -

<PAGE>



     be valued in accordance with the methodology specified in Section
     26(b). If the Fair Market Value of a Partner's Project Property is a
     negative number, the selling Partner shall pay the negative amount to the
     purchasing Partner in cash at closing. If the gambling license of the
     selling Partner (or its Affiliate) may not be or is not surrendered by the
     selling Partner (or such Affiliate) to the Missouri Gaming Commission in
     connection with and at or before the closing, the Project Property of the
     selling Partner shall be valued on the assumption that it may not be used
     for gambling purposes.

              (ii) (A) For purposes of this Section 9(n) and where otherwise
       required pursuant to this Agreement, the Fair Market Value of a Partner's
       Project Property, as applicable, shall be determined by an Authorized
       Appraiser (the "Appraiser") selected as follows. Within fifteen (15) days
       after the giving of Notice of the event giving rise to the need for a
       determination of Fair Market Value (the "Initial Period"), if the
       Partners have not agreed on such Fair Market Value pursuant to Section
       32, each Partner shall designate an Authorized Appraiser, and the
       Authorized Appraisers so designated (the "Designated Appraisers") shall
       select an Authorized Appraiser, within fifteen (15) days following the
       expiration of the Initial Period, to act as the Appraiser. If either
       Partner fails, within the Initial Period, to designate an Authorized
       Appraiser, the Authorized Appraiser selected by the other Partner during
       the Initial Period shall be the Appraiser. If the Designated Appraisers
       are unable to agree on the appointment of the Appraiser within fifteen
       (15) days following expiration of the Initial Period, either of the
       Partners shall have the right to request any appropriate court in St.
       Louis County, Missouri, to appoint an Authorized Appraiser to act as the
       Appraiser, and the other Partner shall not raise any question as to the
       court's full power and jurisdiction to make the appointment. The
       Appraiser shall deliver an appraisal report to the Partners as promptly
       after appointment as is reasonably possible, but in any event, not later
       than thirty (30) days after having been designated.

                                     - 44 -


<PAGE>



                (B) The appraisal report delivered by the Appraiser shall be
         conclusive as to the Fair Market Value of the Project Property. The
         determination of Fair Market Value of Project Property pursuant to
         Section 9(n)(ii) shall be final and binding on the Partners, and the
         Partnership shall pay for the cost of the appraisal report.

         10. Dissolution of the Partnership

             (a) The Partnership shall be dissolved upon the first to
    occur of the following events listed in this Section 10(a):

              (i) the occurrence of any of the following events listed in this
       Section 10(a)(i), unless the Partnership reconstitutes as a new
       partnership adopting the terms of this Agreement as its formative
       agreement in accordance with the provisions of Section 10(b);

                (A) an election by any Partner to dissolve the Partnership if an
         attachment, execution or judicial seizure of all or a substantial
         portion of the Project Property of any other Partner shall remain in
         effect for a period in excess of ninety (90) days;
 
                (B) an election by any Partner to dissolve the Partnership in
         the event of: (1) the dissolution, bankruptcy (voluntary or, if not
         stayed or discharged in ninety (90) days, involuntary) or insolvency of
         any other Partner; (2) an appointment of a receiver to hold or
         administer any substantial portion of another Partner's Project
         Property which remains in effect for more than ninety (90) days; (3)
         the filing by any other Partner of an arrangement or reorganization
         under the provisions of the United States Bankruptcy Code or any other
         federal or state statute for the relief of debtors; or (4) an
         assignment by such other Partner for the benefit of creditors; or

                (C) the occurrence of any act or omission by a Partner which
         results in the dissolution of the Partnership by operation of law under
         the provisions of the Act;

                                     - 45 -

<PAGE>



              (ii) the sale or other disposition of all or substantially all of
       the assets of the Partnership and the collection of all sales proceeds,
       including any involuntary "sale" as a result of condemnation or casualty
       that is not restored;

              (iii) the acquisition by a Partner of all of the Project Property
       of the other Partners; or

              (iv) the written agreement of all Partners to dissolve.

           (b) Upon dissolution of the Partnership pursuant to Section 10(a)(i),
     the then Partners may elect, by unanimous consent, if more than one, to
     reconstitute the Partnership and the reconstituted Partnership shall
     continue the business pursuant to the terms of this Agreement.

           (c) No Partner shall have a right to recover any money or other
     property from the Partnership or the Partners at the time of such
     dissolution or thereafter, except as provided in this Agreement. In
     accordance with the foregoing, and except as otherwise provided in this
     Agreement, each Partner hereby waives any right it or its successors in
     interest might otherwise have at law (either at the time of a dissolution
     of the Partnership or at a later time) to:

              (i) have the value of its Partnership Interest ascertained or paid
       to it as a result of a dissolution of the Partnership;

              (ii) have the value of its Partnership Interest secured by bond as
       a result of such dissolution; or

              (iii) receive, as a result of such dissolution, interest on the
       value of its Partnership Interest with respect thereto that are not
       provided for in this Agreement.

         11. Liquidation of the Partnership

         Within five (5) days after the dissolution of the Partnership (other
than a dissolution by reason of the acquisition by a Partner of all of the
Project Property of the other Partner), each Partner shall contribute to the
Partnership the amount of any negative balance in its Capital Account. Upon the
dissolution of the Partnership (other than a dissolution by reason of the
acquisition by a Partner of all of the Project Property of the other Partners),
and in the absence of an election to reconstitute the Partnership pursuant to
Section 10(b), the Partners shall wind up the Partnership's affairs by
completing any business then in progress, liquidating its assets to

                                     - 46 -


<PAGE>



the extent practicable and applying its funds or remaining assets in the 
following order of priority:

           (a) first, the expenses of liquidation and the liabilities of the
     Partnership (excluding all obligations owed to Partners) shall be paid or
     adequate provision therefor shall be made;

           (b) second, all Partner Loans and Affiliate Loans shall be paid until
     all such obligations have been repaid;

           (c) thereafter, the balance, if any, shall be distributed among the
     Partners having positive Capital Accounts pro rata in proportion to such
     Capital Accounts, first taking into account all Capital Account adjustments
     under this Agreement with respect to the taxable year during which the
     liquidation occurs. Where appropriate, Capital Accounts shall be adjusted
     as if assets in kind held by the Partnership at dissolution were sold for
     their then Fair Market Value and gain or loss therefrom were allocated
     under Section 6. Notwithstanding the foregoing, any amount payable to a
     Partner who has Default Loans outstanding, shall be paid in such Partner's
     behalf directly to the Default Lender(s) on a first in, first out basis,
     until such Default Loan(s) is (are) repaid in full.

         12. Books and Records

           (a) Full and accurate books of the Partnership shall be maintained by
     the Partnership, at the Project Office or at the Partnership's principal
     place of business, showing all receipts and expenditures, assets and
     liabilities, Profits and Losses and all other records necessary for
     recording the Partnership's business and affairs. Such books and records
     shall, when reported, incorporate accounting information provided pursuant
     to the Management Agreement and be open to the inspection and examination
     at reasonable times of all Partners or their duly authorized
     representatives who have executed confidentiality agreements in the form
     attached as Exhibit M.

           (b) The Partnership shall cause to be prepared by the Partnership
     Accountants, as promptly as practicable after the end of each fiscal year
     and sufficient to permit timely preparation and filing of Federal and State
     income tax returns by each Partner, a balance sheet and income statement of
     the Partnership for such fiscal year, all in reasonable detail, together
     with a statement from the Partnership Accountants showing the amount of net
     income, net loss, capital gain or other items allocable to each Partner

                                     - 47 -

<PAGE>



     for Federal, state and local income tax purposes. Additional services
     or reporting shall be undertaken only at the sole expense of the Partner
     requesting the same, unless otherwise unanimously agreed. The certified
     public accountants for the Partnership ("Partnership Accountants") shall be
     KPMG Peat Marwick LLP, which the Partners, by the execution of this
     Agreement approve, or such substitute firm of certified public accountants,
     as may be hereafter approved by the Partners.

           (c) The Partnership's fiscal year and tax year shall be the calendar
     year.

           (d) Subject to the following sentence, Harrah's is designated as the
     tax matters partner, as defined in Section 6231 of the Code, and as such
     shall perform all duties and functions within the contemplation of Sections
     6223, 6224, 6226, 6228 and 6230 of the Code in connection with any
     administrative proceeding by the Internal Revenue Service ("IRS") (or any
     taxing authority) or ensuing judicial proceeding regarding a tax return of
     the Partnership. The Partners shall determine, as a Major Decision, whether
     the Partnership should make any available tax election.


         13. Reimbursement

         Except in a case of fraud, bad faith, gross negligence, breach of this
Agreement or criminal conduct, the Partnership shall promptly reimburse each
Partner any expenses incurred by it pursuant to the authority granted to such
Partner in this Agreement, but such reimbursement shall be paid from the
Available Cash and the assets of the Partners, limited to their respective
Project Property to the extent of any guaranty, the assets of the Guarantor.
Such amount due from the Partnership shall be considered a debt of the
Partnership due thirty (30) days after demand for payment is made, and shall
bear interest until paid at the Prime Rate plus eight percent (8%) or the Usury
Rate, if less.

         14. Representations and Warranties/Indemnification

         Each Partner and Guarantor represents and warrants to and with the
Partnership and each other Partner as of the date hereof, that:

           (a) (i) it is, and shall continue to be, validly existing and duly
     organized under the laws of the state of its formation, and the Persons
     acting in its behalf have all the requisite power and authority to execute,
     deliver and comply with the terms and provisions hereof and consummate the
     transactions contemplated herein;

                                     - 48 -


<PAGE>



              (ii) its execution, delivery and performance of this Agreement do
       not require the consent or approval of any governmental body or
       regulatory authority or other entity other than approvals of the City of
       Maryland Heights and the Missouri Gaming Commission, is not in
       contravention of or in conflict with any applicable laws, regulations,
       rules or orders and this Agreement is, and will continue to be, the
       valid, binding and legally enforceable obligation of such Partner and its
       Guarantor in accordance with its terms;

              (iii) its Project Property has been or will be acquired solely by
       and for its account for investment purposes only and is not being
       purchased for, or with a view to, subdivision, fractionalization, resale
       or distribution; it has no contract, undertaking, agreement or
       arrangement with any Person to Transfer its Project Property (or any part
       thereof) to such Person or anyone else; and it has no present plans or
       intentions to enter into any such contract, undertaking or arrangement
       and agrees not to Transfer all or any part of its Project Property (or
       any part thereof), except that subject to compliance with the terms of
       this Agreement and all applicable laws, regulations, rules or orders;

              (iv) except as noted in Exhibit I, it has no knowledge of, and has
       not caused to exist, any liens or encumbrances on its Project Property,
       and hereafter will not cause or suffer to exist any liens or encumbrances
       on its Project Property, except in accordance with and subject to
       applicable law and the provisions of this Agreement, the Management
       Agreement and/or the Operating Leases, as the case may be;

              (v) each Partner has incorporated provisions into its articles of
       incorporation, charter, partnership agreement or other formative document
       as required by Section 31 and placed legends on its certificates of
       Capital Stock and, not later than thirty (30) days after the date hereof,
       those of its partners substantially in the form of Exhibit N; and

              (vi) it is not in violation or default under any agreement with
       any Person, or under any law, judgment, order, decree, license, permit,
       approval, rule, or regulation of any court, arbitrator, administrative
       agency, or other

                                     - 49 -



<PAGE>



       governmental authority to which it may be subject which could reasonably
       be anticipated to have a material adverse impact on the Partnership, and
       hereafter shall take no action which shall be in violation or cause a
       default under any agreement with any Person, or under any law, judgment,
       order, decree, license, permit, approval, rule, or regulation of any
       court, arbitrator, administrative agency, or other governmental authority
       to which it may be subject which could reasonably be anticipated to have
       a material adverse impact on the Partnership;

              (b) with respect to its investment in the Project Property:

              (i) it has knowledge and experience in financial and business
       matters in general, and in investments of this type;

              (ii) it is capable of evaluating the merits and risks of such
       investment;

              (iii) it has either secured independent tax advice with respect to
       such investment, upon which it is solely relying, or it is sufficiently
       familiar with the income taxation of partnerships that it has deemed such
       independent advice unnecessary;

              (iv) it has received or has access to all material information and
       documents with respect to such investment and has had an opportunity to
       ask questions and receive answers thereto and to verify and clarify any
       information available;

              (v) notwithstanding any financial projections which may have been
       prepared by any other Person, it has relied solely upon its independent
       investigation, and not on any financial projections, statements, actions
       or representations of the other Partners or any Affiliate of the other
       Partners, in making the decision to acquire such investment;

              (vi) it understands that no Federal or State agency has reviewed
       or passed upon the adequacy or accuracy of the information set forth in
       the documents submitted to it or made any finding or determination as to
       the fairness for investment, or any recommendation or endorsement of such
       investment;

                                     - 50 -


<PAGE>



              (vii) it understands that there are restrictions on the
       transferability of its Project Property;

              (viii) it understands that there will be no public market for its
       Project Property, and, accordingly, it may not be possible to liquidate
       such investment;

              (ix) it understands that any anticipated Federal or state income
       tax benefits applicable to its Project Property may be lost through
       changes in, or adverse interpretations of, existing laws and regulations;

              (x) it has entered into this Agreement freely and voluntarily,
       without coercion, duress, distress, or undue influence by any other
       Persons or their respective shareholders, members, directors, officers,
       partners, agents or employees; and

              (xi) it understands that this Agreement may affect legal rights
       and it has received legal advice from counsel of its choice in connection
       with the negotiation and execution of this Agreement and is satisfied
       with its legal counsel and the advice received from it;

              (c) each of the following is true and correct:

              (i) none of it or any of its Affiliates is a party to any other
       agreement or other arrangement which would interfere with the development
       or operation of the Shoreside Complex;

              (ii) performance of this Agreement will not violate any other
       material agreement or other arrangement to which it or its Affiliates is
       a party;

              (iii) it and its Affiliates have not received notice of any claim
       which would interfere with its or their performance of this Agreement;

              (iv) none of it or its Affiliates has incurred any material
       liabilities or obligations on behalf of the Partnership or has knowledge
       of any liabilities or obligations of the Partnership other than those
       described on Exhibit J and agrees hereafter that it or they, as the case
       may be, will not, nor cause any of its Affiliates, to incur any liability
       or obligation on behalf of the Partnership, except as otherwise expressly
       provided herein;

                                     - 51 -

<PAGE>



              (v) it knows of no actions or lawsuits, pending, planned or
       threatened, by or against it, the Partnership, or its Affiliates, which
       could create an obligation or liability for the Partnership or any of the
       other Partners; and

              (vi) none of such Partner, its Affiliates or any officers or
       directors of any of them has been determined by any gambling commission
       or authority to be unsuitable, has been convicted of a crime (other than
       traffic offenses), has had any application for any gambling license or
       permit rejected, or has had any gambling license or permit, once having
       been issued, rescinded, suspended, revoked or not renewed or reinstated,
       and no Partner has knowledge that its affiliation with any other Partner
       will threaten any gambling license, permit, entitlement or approval in
       any jurisdiction of any other Partner or Affiliate of a Partner;

              (d) the execution, delivery and performance of this Agreement 
       will not:

              (i) violate any law, judgment, order, decree, license, permit,
       approval, rule or regulation of any court, arbitrator, administrative
       agency, or other governmental authority to which it or its Guarantor may
       be subject;

              (ii) result in a breach or default under any contract or other
       binding commitment or any provision of the charter or by-laws or
       partnership agreement or other organizational documents, as the case may
       be, of any such entity; or

              (iii) require any consent, or approval or vote of any court or
       governmental authority or of any Person that, as of the date hereof, has
       not been given or taken, and does not remain effective.

            As used in this Section 14, the term "Agreement" includes this
       Agreement, the Guaranties attached hereto, the Harrah's Lease, the Ground
       Lease and the Management Agreement, as to Harrah's; and the Players'
       Lease as to Players.

              (e) (i) Players shall and does hereby indemnify, defend and hold
       harmless the Partnership and the Indemnified Persons of Harrah's, and
       each of them separately, from and against all loss, cost, or damage
       whatsoever (including attorneys fees) resulting from any act, claim or
       omission of or by

                                     - 52 -


<PAGE>



       Players or any Affiliates (Controlled) of Players' Parent prior to
       the date hereof.

              (ii) Harrah's shall and does hereby indemnify, defend and hold
       harmless the Partnership, the Indemnified Persons of Players, and each of
       them separately, from and against any loss, cost, or damage whatsoever
       (including attorneys fees) resulting from any act, claim or omission of
       or by Harrah's and any Affiliates (Controlled) of HEI prior to the date
       hereof.

              (iii) Each Partner shall and does hereby indemnify, defend and
       hold harmless the Partnership and each other Partner from and against any
       loss, cost, or damage whatsoever (including attorneys fees) resulting
       from any breach by any of them of the representations and warranties
       under Section 14 hereof, or any losses or expenses as a result of or in
       connection with any breach of this Agreement.

              (f) (i) To the fullest extent permitted by applicable laws,
       regulations, rules or orders, each Partner and its Indemnified Persons
       shall not be liable, responsible or accountable in damages or otherwise
       to the Partnership, or to any of the Partners, for any act or omission
       performed or omitted by them in good faith on behalf of the Partnership
       and in a manner reasonably believed by them to be within the scope of
       their authority and in the best interests of the Partnership; provided,
       however, that this exculpation shall not apply to acts or omissions which
       are determined, by final decision of a court of competent jurisdiction,
       to constitute either fraud, bad faith, breach of this Agreement, gross
       negligence, or criminal conduct.

              (ii) To the fullest extent permitted by law, the Partnership, its
       receiver or its trustee, shall indemnify, defend and hold harmless each
       Partner and its Indemnified Persons from and against any and all loss,
       cost, damage, expense or liability (other than a loss of any equity
       contributions, Partner Loan, Affiliate Loan or other investment in the
       Partnership), which relate to or arise out of the Partnership, the
       Shoreside Complex, any development of the Partnership or the
       Partnership's business or affairs, regardless of whether the Partners
       continue to be Partners, an Affiliate of a Partner, or an agent, officer,

                                     - 53 -

<PAGE>



       member, director, stockholder or employee of such Partner or such
       Affiliate at the time any such liability or expense is paid or incurred,
       if such Partner's or its Indemnified Persons' conduct did not constitute
       fraud, bad faith, breach of this Agreement, gross negligence or criminal
       conduct.

              (iii) To the extent that, at law or in equity, a Partner or its
       Indemnified Persons have duties (including fiduciary duties) and
       liabilities relating thereto to the Partnership or to the Partners, each
       Partner and its Indemnified Persons acting under this Agreement or
       otherwise shall not be liable to the Partnership or to any Partner for
       its good faith reliance on the provisions of this Agreement. The
       provisions of this Section 14, to the extent that they expand or restrict
       the duties and liabilities of a Partner or its Indemnified Persons
       otherwise existing at law or in equity, are agreed by the Partners to
       replace such other duties and liabilities of such Partner and its
       Indemnified Person.

           (g) (i) (A) Promptly after the assertion of any claim by a third
     party which may give rise to a claim for indemnification from an
     Indemnifying Partner under this Agreement, an Indemnified Person shall
     notify the Indemnifying Partner in writing of such claim and advise the
     Indemnifying Partner whether the Indemnified Person intends to contest such
     claim.

                (B) The Indemnified Person shall permit the Indemnifying Partner
         to contest and defend against such claim, at the Indemnifying Partner's
         expense, if the Indemnifying Partner has confirmed to the Indemnified
         Person in writing that it agrees that the Indemnified Person is
         entitled to indemnification hereunder in respect of such claim, unless
         the Indemnified Person can establish, by reasonable evidence, that the
         conduct of its defense by the Indemnifying Partner could be reasonably
         likely to prejudice such Indemnified Person due to the nature of the
         claims presented or by virtue of a conflict between the interests of
         such Indemnified Person and such Indemnifying Partner and another
         Indemnified Person whose defense has been assumed by the Indemnifying
         Partner. Notwithstanding a determination by the Indemnifying Partner to

                                     - 54 -


<PAGE>



         contest such claim, the Indemnified Person shall have the right
         to be represented by its own counsel and accountants at its own
         expense. In any case, the Indemnified Person shall make available to
         the Indemnifying Partner and its attorneys and accountants, at all
         reasonable times during normal business hours, all books, records, and
         other documents in its possession relating to such claim. The party
         contesting any such claim shall be furnished all reasonable assistance
         in connection therewith by the other party (with reimbursement of
         reasonable expenses by the Indemnifying Partner). If the Indemnifying
         Partner fails to undertake the defense of or to settle or pay any such
         third-party claim within fifteen (15) days after the Indemnified Person
         has given Notice to the Indemnifying Partner advising the Indemnifying
         Partner of such claim, or if the Indemnifying Partner, after having
         given Notice to the Indemnified Person that it intends to undertake the
         defense, fails forthwith to defend, settle or pay such claim, then the
         Indemnified Person may take any and all necessary action to dispose of
         such claim including, without limitation, the settlement or full
         payment thereof upon such terms as it shall deem appropriate, in its
         sole discretion, subject to the following with respect to any proposed
         settlement thereof.

                (C) The Indemnifying Partner shall not consent to the terms of
         any compromise or settlement of any third-party claim defended by the
         Indemnifying Partner in accordance herewith (other than terms related
         solely to the payment of money damages and only after the Indemnifying
         Partner has furnished the Indemnified Person with such evidence as the
         Indemnified Person may reasonably request of the Indemnifying Partner's
         capacity and capability (financial and otherwise) to pay promptly the
         amount of such money damages at such times as provided in the
         compromise or settlement) without the prior written consent of the
         Indemnified Person if as a result of such compromise or settlement such
         Indemnified Person could be adversely affected.

                                     - 55 -

<PAGE>



                (D) Any claim for indemnification under this Agreement which
         does not result from the assertion of a claim by a third party shall be
         asserted by Notice given by the Indemnified Person to the Indemnifying
         Partner. Such Indemnifying Partner shall have a period of thirty (30)
         days within which to respond thereto. If such Indemnifying Partner does
         not respond within such thirty (30) day period, such Indemnifying
         Partner shall be deemed to have accepted responsibility to make
         payment, and shall have no further right to contest the validity of
         such claim. If the Indemnifying Partner does respond within such thirty
         (30) day period and rejects such claim in whole or in part, such
         Indemnified Person shall be free to pursue such remedies as may be
         available to such party under applicable laws, regulations, rules or
         orders. 

              (ii) Mitigation

              Each Indemnifying Partner and Indemnified Person shall use
       reasonable efforts and shall consult and cooperate with each other with a
       view towards mitigating claims, losses, liabilities, damages,
       deficiencies, costs and expenses that may give rise to claims for
       indemnification.

              (iii) Payment

              Each Indemnifying Partner agrees to pay any amounts due hereunder
       (A) within ten (10) days of Notice in respect of its indemnity
       obligations which it has accepted or which it has been deemed to accept;
       (B) within five (5) days of any final adjudication by a court of
       competent jurisdiction of any indemnity obligations as to which it has
       not so accepted; and (c) as attorneys' fees and other costs of defense
       are incurred and invoiced.

         15. Certificates, Documents, Execution

         Each Partner shall execute, with acknowledgment or affidavit, if
required, all documents and writings which may, in the reasonable opinion of
either Partner, be necessary or expedient in the creation of the Partnership and
the authorization of the Partnership to do business pursuant to this Agreement,
including, without limitation, one or more trade or fictitious name
registrations and all amendments thereto, as well as any cancellation thereof,
provided the foregoing is not contrary to any other provision of this Agreement.

                                     - 56 -

<PAGE>



         16. Amendment

         Except as otherwise provided in this Agreement, this Agreement may be
amended only by an instrument in writing signed by all of the Partners.

         17. Notices

         All Notices, demands and other communications required or permitted to
be given or delivered hereunder shall be in writing, addressed to the Partner
intended at the address set forth below or such other address as it may
designate by Notice given to the other parties in the manner herein provided,
and shall be deemed to have been given (a) on the dated received if given by
United States mail, postage prepaid, registered or certified, return receipt
requested, or (b) on the date delivered if given by personal delivery or
recognized overnight courier service, provided that delivery is acknowledged in
writing by the receiving Partner or an employee of such Partner or its
Affiliate:

                      Harrah's:
                      c/o Harrah's Entertainment, Inc.
                      1023 Cherry Road
                      Memphis, TN  38117
                      FAX:  (901) 762-8776
                      Attn:  General Counsel

                      Players:
                      c/o Players International, Inc.
                      3900 Paradise Road, Suite 135
                      Las Vegas, NV  89109
                      FAX:  (702) 792-9843
                      Attn:  President

         18. Bank Accounts; Investments
 
         All funds of the Partnership shall be deposited in its name in such
checking and savings accounts, time deposits or certificates of deposit as shall
be designated by the Partners from time to time, pursuant to Irrevocable Banking
Instructions in the form attached as Exhibit K, in the case of accounts
maintained by the Partnership, and in the form attached to the Management
Agreement, in the case of accounts maintained under the Management Agreement.
The Partnership may invest funds in any of the types of investments identified
on Exhibit L.

                                     - 57 -

<PAGE>



         19. Arbitration

           (a) In the event of a failure of the Partners, at any meeting,
     unanimously to approve a Material Modification, any Partner may by Notice
     to the other Partner elect an arbitration which shall be conducted in
     accordance with the following procedures:

              (i) The Partners shall appoint a single qualified and
       disinterested advisor. For purposes of Section 19(a), the advisor (the
       "Arbitrator") shall be an individual who: (A) is not an Affiliate of any
       Partner; and (B) has at least five (5) years' experience in major hotel
       or casino hotel design. The initial agreed Arbitrator is the firm of
       Skidmore, Owings and Merrill ("SOM"), which shall act pursuant to the
       agreement attached as Exhibit S. Such appointment may be modified only by
       joint written agreement of the Partners or, if the Arbitrator resigns and
       the Partners fail to agree on a substitute Arbitrator within ten (10)
       days after the resignation of SOM, by a court of competent jurisdiction
       in St. Louis County, Missouri, upon petition of either Partner. Such
       Arbitrator shall render a decision within five (5) days of submission of
       any item for arbitration. If the Arbitrator fails to render the decision
       within such time, either Partner may seek an order from a court of
       competent jurisdiction: (x) in the state of residence of such Arbitrator
       or the State, requiring such Arbitrator to render the decision
       immediately; or (y) in the State, appointing another Arbitrator with
       equivalent experience and directing such Arbitrator to render such
       decision.

              (ii) The decision and award of such sole Arbitrator shall be
       binding upon the Partners. The fees and expenses of the Arbitrator shall
       be paid by the Partner whose position is not adopted by the Arbitrator.
       Arbitration shall be conducted upon written submission of the parties
       without need for hearing.

              (iii) In rendering a decision on each disputed item, the
       Arbitrator shall consider the following factors: (A) integrity of the
       Cost Budget, as a whole; (B) operational efficiency of the Shoreside
       Complex; (C) consistency of the disputed item with (x) the architectural
       design and the quality of the remainder of the Shoreside Complex; and (y)
       the conceptual Plans and Specifications approved as identified on Exhibit
       E and all other Plans and Specifications and

                                     - 58 -

<PAGE>



        Material Modifications theretofore adopted by the Partnership; and
       (D) the effect upon future revenue of the Shoreside Complex, as a whole.

           (b) In the event of a failure of the Partners, at any meeting,
     unanimously to approve any Major Decisions, other than a Material
     Modification, either Partner may, by Notice to the other Partner, elect an
     arbitration which shall be conducted in accordance with the following
     procedures:

              (i) The Partners shall endeavor to appoint a single qualified and
       disinterested Arbitrator. For purposes of Section 19(b), an Arbitrator
       (the "Arbitrator") shall be an individual who: (A) is not a Beneficial
       Owner of, and who has not performed work for, any Holding Entity; and (B)
       who: (x) is a partner with any of Arthur Andersen LLP, Coopers & Lybrand,
       Deloitte & Touche, Ernst & Young, KPMG Peat Marwick LLP, and Price
       Waterhouse or a firm of equivalent status; and (y) has at least five (5)
       years of auditing or accounting experience in the gambling or hotel
       industry; or, if the Partners so agree prior to the time for appointment
       herein provided, but not otherwise; (C) is an expert in a field other
       than accounting having qualifications agreed by the Partners. Such
       Arbitrator, if agreed, shall render his/her decision within thirty (30)
       days of such appointment. If the Arbitrator fails to render his/her
       decision within such time, either Partner may seek an order from a court
       of competent jurisdiction in the state of residence of such Arbitrator or
       the State, as the case may be: (x) requiring such Arbitrator to render
       his/her decision immediately; or (y) appointing another Arbitrator with
       equivalent experience and directing such Arbitrator to render such
       decision.

              (ii) If the Partners cannot agree on a single Arbitrator within
       twenty (20) days after an election to submit a Major Decision to
       arbitration, then each Partner shall appoint one Arbitrator within ten
       (10) days following such twenty (20) day period. The two appointed
       Arbitrators shall within ten (10) days of such referral appoint a third
       Arbitrator, and if such Arbitrators are not able to agree on such third
       Arbitrator within such time, then, on five (5) days' Notice in writing to
       the other Arbitrator, either Arbitrator shall apply to the branch of the
       American Arbitration Association in St. Louis, Missouri to designate and

                                     - 59 -

<PAGE>



       appoint such third Arbitrator. The three Arbitrators shall render
       their decision within twenty (20) days after the appointment of the third
       Arbitrator. The Arbitrators shall act by majority vote. If the
       Arbitrators fail to render their decision within such time, either
       Partner may seek an order from a court of competent jurisdiction in the
       State: (x) requiring such Arbitrators to render their decision
       immediately, or (y) appointing one replacement Arbitrator of equivalent
       qualifications and directing such Arbitrator to render his/her decision.

              (iii) If either Partner fails timely to appoint an Arbitrator
       pursuant to Section 19(b)(ii), then the single Arbitrator designated by a
       Partner shall act as the sole Arbitrator and shall be deemed to be the
       unanimously approved Arbitrator to resolve such dispute.

              (iv) The fees and expenses of the Arbitrators shall be paid by the
       Partner whose position is not adopted by the Arbitrators. All
       Arbitrators, by accepting appointment, submit to the jurisdiction of the
       courts of the State.

              (v) The Arbitrators shall make their decision based solely on the
       best interests of the Partnership. All proceedings by the Arbitrators
       shall be conducted in accordance with the Uniform Arbitration Act as
       enacted in the State, except to the extent the provisions of such Act are
       modified by this Agreement or the mutual agreement of the parties. Unless
       otherwise agreed, all arbitration proceedings shall be conducted in St.
       Louis, Missouri, at the offices of Peper, Martin, Jensen, Maichel and
       Hetlage, Twenty-Fourth Floor, 720 Olive Street; St. Louis, Missouri, or
       if such law firm should no longer exist or no longer represent Harrah's,
       at a law office in St. Louis, Missouri, designated by the Partner
       invoking arbitration.

            (c) In all arbitration proceedings submitted to any Arbitrator(s),
     the Arbitrator(s) shall be required to agree upon and approve the
     substantive position advocated by one Partner with respect to each disputed
     item. The Arbitrator(s) shall exclusively and finally determine whether a
     particular dispute falls within the scope of his/her/their authority unless
     such determination is legally groundless or in excess of the limitations
     provided in this Agreement. The award of any Arbitrator(s) made in
     

                                     - 60 -


<PAGE>


     accordance with this Section 19 shall be binding on the Partners and
     enforceable in any court of competent jurisdiction.

           (d) In the event of any disagreement as to a matter subject to
     arbitration under the Management Agreement, arbitration shall occur
     pursuant to Section 20.2 of the Management Agreement, rather than pursuant
     to this Section. In the event of any disagreement as to a matter subject to
     arbitration under an Operating Lease or the Ground Lease, arbitration shall
     occur pursuant to such agreement rather than pursuant to this Section.

         20. Events of Default

            It shall be an event of default (an "Event of Default") if any one
     or more of the following events shall occur:

              (a) a Monetary Default that has not been cured within five (5)
       Business Days following Notice of such Monetary Default;

              (b) an Event of Default has occurred under the Players' Lease, as
       to Players, or Harrah's Lease, as to Harrah's (LLC), which has resulted
       in the termination thereof;

              (c) the failure of any Partner to perform any of its other
       obligations under this Agreement or the breach by any Partner of any of
       the other terms, conditions or covenants of this Agreement or the failure
       of any representation or warranty in this Agreement to be true in all
       material respects and a continuation of such failure or breach for more
       than thirty (30) days after Notice by any Non-Defaulting Partner to the
       Defaulting Partner that such Partner has failed to perform any of its
       obligations under, or has breached this Agreement; provided, that no
       Event of Default shall exist hereunder if (i) such default is not capable
       of being cured within such thirty (30) days, (ii) such default is capable
       of cure in a longer period of time, and (iii) cure of such default has
       been promptly commenced within such thirty (30) day period and such cure
       is thereafter diligently and expeditiously prosecuted to completion, but
       in no event shall any cure period under this Agreement for any default be
       longer than one hundred eighty (180) days;

              (d) a case or proceeding shall be commenced by any Partner or its
       Guarantor seeking relief under any provision or chapter of the Federal
       Bankruptcy Code or any other Federal or State law relating to insolvency,
       bankruptcy or reorganization; an

                                     - 61 -


<PAGE>



       adjudication that any Partner or its Guarantor is insolvent or
       bankrupt; the entry of an order for relief under the federal Bankruptcy
       Code with respect to any Partner or its Guarantor; the filing of any such
       petition or the commencement of any such case or proceeding against any
       Partner or its Guarantor, unless such petition and the case or proceeding
       initiated thereby are dismissed within ninety (90) days from the date of
       such filing; the filing of an answer by any Partner or its Guarantor
       admitting the allegations of any such petition; the appointment of a
       trustee, receiver or custodian for all or substantially all of the assets
       of any Partner or its Guarantor unless such appointment is vacated or
       dismissed within ninety (90) days after the date of such appointment but
       not fewer than five (5) days before the proposed sale of any assets of
       any Partner or its Guarantor; the execution by any Partner or its
       Guarantor of a general assignment for the benefit of creditors; the
       convening by any Partner or its Guarantor of a meeting of its creditors,
       or any class thereof, for purposes of effecting a moratorium upon or
       extension or composition of its debts; except in the case of a holder of
       a permitted security interest in a Partnership Interest, the levy,
       attachment, execution or other seizure of all or substantially all of the
       assets of any Partner or any Partner's Partnership Interest, where such
       seizure is not discharged within thirty (30) days thereafter; or the
       admission by any Partner in writing of its inability to pay its debts as
       they mature or that it is generally not paying its debts as they become
       due;

              (e) an Unsuitability Determination is made with respect to any
       Partner or an Affiliate (Controlled) of such Partner;

              (f) the dissolution of any Partner or its Guarantor;

              (g) any Transfer in violation of Section 9; or

              (h) the attempted withdrawal of any Partner from the Partnership
       other than in connection with any Transfer not in violation of Section 9.


         21. Remedies

         Upon the occurrence of any Event of Default with respect to any Partner
or its Guarantor (the "Defaulting Partner"), any Partner which is not a
Defaulting Partner (the "Non-Defaulting Partner"), may elect to do one (1) or
more of the following by Notice of such election to the Defaulting Partner:

                                     - 62 -


<PAGE>



           (a) in the case of a Monetary Default: (i) advance money to the
     Defaulting Partner as a Default Loan; and (ii) in the case of a failure
     timely to repay a Default Loan, exercise the dilution rights as provided in
     Section 23; or (iii) elect to exercise the Appraisal Buyout remedy as
     provided in Section 25; or (iv) enforce such obligation against the
     Defaulting Partner and, if the Monetary Default is guaranteed, its
     Guarantor;

           (b) in the case of any other Event of Default: (i) elect to exercise
     the Appraisal Buyout Remedy as provided in Section 25; or (ii) enforce such
     obligation against the Defaulting Partner, and, if such Event of Default is
     guaranteed, its Guarantor;

           (c) if the Event of Default occurs pursuant to Section 20 (d), the
     Non-Defaulting Partner may specifically enforce its rights under Section
     9(c);

           (d) if the Event of Default occurs pursuant to Section 20(e), the
     Non-Defaulting Partner may specifically enforce its rights under Section
     24;

           (e) in the case of a non-permitted Transfer, the Partners agree that
     because of the uniqueness of this Partnership, no Partner can be adequately
     compensated in money damages for a breach by any other Partner of the
     Transfer restrictions of Section 9; and agrees that, if any Partner
     attempts to effect or suffers to occur a purported Transfer in violation of
     Section 9, the non-transferring Partner, at law, in equity, or otherwise,
     may seek to enjoin such a purported transfer, and the transferring Partner
     agrees to submit to the jurisdiction of any court of competent jurisdiction
     and to be bound by any order of such a court enjoining such an attempted or
     purported Transfer;

           (f) enforce any covenant by the Defaulting Partner to take or forbear
     from any other action hereunder; or
 
           (g) pursue any other remedy allowed by this Agreement or permitted at
     law or in equity.

         As provided in Section 7(i), a Defaulting Partner shall have its Voting
Power in the Partnership suspended for the duration of its Event of Default.

         22. Choice of Remedies

           (a) From and after the date a Non-Defaulting Partner has elected to
     exercise any remedy pursuant to Section 21, such exercise of remedies may
     be continued thereafter by the Non-Defaulting Partner regardless of whether
     the Defaulting Partner thereafter cures such Event of Default.

                                     - 63 -


<PAGE>



           (b) The election to pursue any remedy pursuant to Section 21 may be
     made alone or in combination with any other remedies; provided that if a
     Partner elects a Default Loan for a Monetary Default pursuant to Section
     21(a), no other remedy may be elected by such Partner with respect to such
     Event of Default prior to the maturity date of such Default Loan, except
     exercise of the dilution rights as provided in Section 23.

           (c) Except as provided in Section 22(b), nothing contained herein
     shall limit any rights to sue a Partner or Guarantor for amounts owing to
     the Partnership hereunder, or for any other breach of this Agreement or the
     guaranties appended to this Agreement. A Defaulting Partner shall have no
     right to demand the immediate valuation and payment for its Partnership
     Interest or other Project Property.

           (d) In any action against a Defaulting Partner for a failure to make
     any Initial Capital Contribution or any Additional Capital Contribution for
     which it is callable pursuant to Section 4 or in any levy or enforcement of
     any judgment against a Defaulting Partner for any such failure to
     contribute, the recovery against such Defaulting Partner may include any
     assets of such Defaulting Partner and, its Guarantor, in the case of a
     guaranteed obligation.

           (e) Upon any Transfer of a Project Property pursuant to Sections 9,
     23, 24, 25 and/or 26, the transferee shall acquire the Project Property
     free and clear of any lien or security interest with respect to such
     Project Property; provided that nothing herein shall restrict or impair the
     lien of any lender holding any such security interest to any proceeds
     payable to the Partner so Transferring its Project Property or any right of
     such lender to receive directly such proceeds.

           (f) Prior to exercising the Appraisal Buyout remedy for an Event of
     Default, the Non-Defaulting Partner shall give notice and a twenty (20) day
     opportunity to cure to any Institutional Investor holding a permitted
     pledge of the Defaulting Partner's Project Property, provided that the name
     and address of such lender has previously been provided to the
     Non-Defaulting Partner by Notice in accordance with this Agreement.

         23. Advances; Buy-Down

           (a) If a Defaulting Partner shall have failed to make any Capital
     Contribution required of it pursuant to Section 4, any Non-Defaulting
     Partner may, but shall not be obligated to, advance to the Partnership on
     behalf of the Defaulting Partner the amount

                                     - 64 -

<PAGE>



     of all or any part of such delinquency, with each such advance to be
     treated as a loan by the Non-Defaulting Partner to the Defaulting Partner
     (a "Default Loan").

              (i) The Non-Defaulting Partner shall promptly give Notice to the
       Defaulting Partner of making such advance to the Partnership. Such
       Non-Defaulting Partner making a Default Loan shall be the "Default
       Lender".

              (ii) Each separate advance by a Non-Defaulting Partner shall be a
       separate Default Loan. The amount of each such advance to the Partnership
       shall be credited to the Capital Account of the Defaulting Partner.

              (iii) Each Default Loan shall be due and payable one (1) year
       following advance of funds pursuant to this Section 23 and shall bear
       interest, payable monthly, at a fixed rate equal to the then Prime Rate
       plus eight percent (8%) but in no event greater than the Usury Rate. A
       Default Loan shall be prepayable, in whole or in part, at any time, and
       from time to time, without penalty or premium, at the option of the
       Defaulting Partner.

              (iv) Any interest payable by the Defaulting Partner on any Default
       Loan shall be paid directly to the Default Lender by the Defaulting
       Partner by direct distribution of one hundred percent (100%) of the
       Defaulting Partner's Distributable Cash, Net Proceeds of Sale or
       Financing/Refinancing, and other revenues and proceeds of its Project
       Property to the Default Lender, until repaid in full, and any such
       payment shall be a reduction of the Defaulting Partner's Capital Account,
       but shall not affect the Default Lender's Capital Account. Default Loans
       shall have relative priority on a first in, first out basis.

              (v) Upon the payment in full of the principal of and all accrued
       interest on a Default Loan, the Defaulting Partner's default, with
       respect to which a Default Loan was made, shall be deemed cured. The
       making of a Default Loan shall not be deemed to cure an Event of Default
       with respect to which a Default Loan has been made, and such cure may be
       made only in the manner set forth in the immediately preceding sentence.

           (b) Any Default Lender may elect, by Notice (the "Conversion
     Notice"), with respect to all or any portion of the Default Loans from such
     Default Lender to the

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     Defaulting Partner to increase such Default Lender's aggregate
     Percentage and decrease the Defaulting Partner's Percentage as of the date
     of the Conversion Notice as herein set forth with respect to such Default
     Lender's portion of any such outstanding Default Loan.

              (i) The Default Lender that delivered the Conversion Notice shall,
       as to its portion of any Default Loan, increase its aggregate Percentage
       (but not to exceed one hundred percent (100%)) by a percentage derived
       from a fraction, the numerator of which equals one hundred twenty percent
       (120%) of all outstanding principal and interest of the Default Loan
       being converted and the denominator of which equals the positive amount
       equal to one hundred percent (100%) of all Invested Capital of the
       Partners in the Partnership. The Defaulting Partner shall have its
       Percentage correspondingly decreased by the amount by which the Default
       Lender's Percentage is increased. If the Defaulting Partner's Percentage
       is decreased to zero (0) as a result of any conversion pursuant to this
       Section 23(b), the Defaulting Partner shall thereupon cease to be a
       Partner in the Partnership, but shall remain liable for the Continuing
       Liabilities.

              (ii) The Partners acknowledge that Capital Contributions will be
       of critical importance to the Partnership, and the Partners further
       acknowledge that the value of Capital Contributions or Default Loans made
       to Partners who have failed to make Capital Contributions is not readily
       ascertainable as of the date hereof and a reasonable estimate of such
       value is achieved by the formula contained in Section 23(b)(i) hereof.
       Such formula reflects such estimate of the Partners, and is not intended
       to be a penalty.

              (iii) Upon such recalculation and the corresponding adjustments of
       Percentages, if all of the Default Loan has been converted pursuant to
       this Section 23(b), the Event of Default associated with the Default Loan
       with respect to which such adjustments were made shall be deemed cured as
       of the date of such conversion.

              (iv) If the Percentage of Harrah's is reduced to zero (0) pursuant
       to Section 23(b)(i), Players may elect to terminate the Management
       Agreement and Harrah's Lease. If Players elects to terminate the
       Management

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       Agreement, and/or Harrah's Lease, HMHOC and Harrah's (LLC) shall
       receive no payments in respect of their interests in the Management
       Agreement or Harrah's Lease, and Harrah's (LLC) shall surrender its
       gambling license to the Missouri Gaming Commission and cooperate with
       Players' application to secure a new gambling license for Harrah's
       Premises. If the Percentage of Players is reduced to zero (0) pursuant to
       Section 23(b)(i), Harrah's may elect to terminate Players' Lease, and
       Players shall surrender its gambling license to the Missouri Gaming
       Commission and cooperate with Harrah's (LLC)'s application for a new
       gambling license for Players' Premises. If Harrah's elects to terminate
       Players' Lease, Players shall receive no payments in respect of its
       interest in the Players' Lease. 

           (c) Notwithstanding anything to the contrary contained in Section 7,
     in the event that Percentages are adjusted as set forth in Section
     23(b)(i), and the Defaulting Partner's Percentage, as readjusted, is equal
     to zero (0), then the Default Lender shall have the right (but not the
     obligation), in its sole discretion, either to (i) admit to the Partnership
     as an additional Partner of the Partnership a nominee of the Default
     Lender, and to deem the Defaulting Partner to have Transferred its
     Partnership Interest to such nominee (instead of increasing the Default
     Lender's Percentage by such amount), whereupon the Defaulting Partner will
     cease to be a Partner in the Partnership and to have any Partnership
     Interest and such Partner shall not be relieved of any Continuing
     Liabilities, or (ii) if, after the exercise of the dilution remedy Section
     23(b)(i) no other Partner remains, take all steps necessary to dissolve and
     wind up the affairs of the Partnership, and to cause all assets to be
     liquidated and the net proceeds therefrom to be distributed solely to the
     Default Lender, with the Defaulting Partner having no right to receive any
     such Distribution.

           (d) Upon request by any Default Lender at any time from the date of
     the Default Lender's advance pursuant to Section 23(a) until any such
     Default Loan shall be repaid in full or converted to an increased
     Partnership Interest, the Defaulting Partner shall execute any and all
     documents reasonably requested by any Default Lender, including, without
     limitation, notes and any other documents which may be necessary to
     evidence the Default Loan.

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           (e) Until such time as a Defaulting Partner's Percentage is reduced
     to zero (0), notwithstanding any dilution of such Partner's Percentage,
     such Partner shall remain liable to contribute its initial Percentage of
     all Capital Contributions to the Partnership.

         24. Redemption of Unsuitable Partner's Partnership Interest

           (a) Upon the occurrence of an Unsuitability Determination by the
     Missouri Gaming Commission, the remaining Partner may, by Notice (the
     "Redemption Notice") to the Partner with respect to which (or with respect
     to a Holding Entity of such Partner or its Project Property) an
     Unsuitability Determination has occurred (an "Unsuitable Partner") purchase
     all (but not part) of: (i) the Project Property of the Unsuitable Partner;
     or (ii) the Project Property of a Partner who has failed to redeem the
     interest of its Holding Entity as to which an Unsuitability Determination
     has occurred, as the case may be (each, the "Redeemed Interest"), pursuant
     to this Section 24 (an "Unsuitability Redemption") at the lowest of: (i)
     the Unsuitability Redemption Price; or (ii) the maximum amount as may be
     permitted to be paid by applicable law or rule, regulation or order of the
     Missouri Gaming Commission. The Redemption Notice may designate any date,
     beginning ninety (90) days before the date of such Notice, and ending on
     the date of such Notice, as to the effective date on which Fair Market
     Value of the Project Property being purchased shall be determined. Upon
     giving of the Redemption Notice, the Fair Market Value of the Project
     Property to be purchased shall be determined pursuant to Section 9(n). The
     purchasing Partner shall have the lesser of sixty (60) days or such period
     of time allowed or required by the Missouri Gaming Commission from the date
     upon which Fair Market Value is determined pursuant to Section 9(n) (the
     "Valuation Date") in which to purchase the Redeemed Interest by payment, to
     the Unsuitable Partner of an amount equal to the Unsuitability Redemption
     Price and shall select and designate the place and time for closing in St.
     Louis, Missouri within such period, by Notice to the Unsuitable Partner.

           (b) The Unsuitability Redemption Price, to the extent not prohibited,
     shall be paid either: (i) in cash at the closing of such Unsuitability
     Redemption; or (ii) to the extent permitted by law and elected by the
     purchasing Partner, over time, as provided in Section 25(b); in each case
     subject to escrow and adjustment in the manner provided in Section
     9(b)(iii). At the closing of the purchase of a Redeemed Interest, the
     purchasing

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     Partner shall save, protect, defend, indemnify and hold harmless the
     selling Partner from all debts and liabilities owed by the Partnership to
     third parties, excluding any Continuing Liabilities.

           (c) Costs of the transaction, including recording fees, escrow costs,
     if any, and other fees (but not attorneys' fees) shall be borne by the
     Unsuitable Partner and paid at closing. The Unsuitable Partner shall
     deliver all appropriate documents of transfer of the purchasing Partner, or
     its nominee, at the closing and shall cause its entire Redeemed Interest to
     be transferred free and clear of all liens, claims, encumbrances, or other
     charges of any kind whatsoever. If the Redeemed Interest is transferred to
     a nominee of the purchasing Partner, the admission of such nominee to the
     Partnership as a successor to the Unsuitable Partner which owned the
     Redeemed Interest shall occur, and for all purposes shall be deemed to have
     occurred immediately prior to the transfer by the Partner of the Redeemed
     Interest. From and after the closing, the Unsuitable Partner which owned
     the Redeemed Interest shall have no further interest in the assets, profits
     or management of the Partnership and shall not be responsible for any of
     its obligations or losses in respect of the Redeemed Interest incurred
     after the redemption of its interest, and all obligations of the
     Partnership to the Unsuitable Partner which owned the Redeemed Interest
     shall be satisfied and discharged in respect of the Redeemed Interest,
     including all Capital Accounts or any other amounts advanced to the
     Partnership and owed by the Partnership to the Partner which owned the
     Redeemed Interest, but the Unsuitable Partner which owned the Redeemed
     Interest shall remain liable for any Continuing Liabilities.

         25. Appraisal Buyout


           (a) Upon an Event of Default, any Non-Defaulting Partner may give to
     the Defaulting Partner written Notice that it intends to buy such
     Defaulting Partner's Project Property pursuant to this Section 25 (the
     "Appraisal Buyout"). This provision shall also be applicable if a
     condemnation, casualty or title defect affecting the Leased Site or the
     Adjacent Fee Site results in the termination of one, but not both, of
     Harrah's Lease and Players' Lease, in which event the Partner who is the
     tenant (or whose Affiliate (Wholly Owned) is the tenant) under the
     Operating Lease that is not terminated shall be deemed the Non-Defaulting
     Partner, and the Partner whose Lease is terminated shall be the Defaulting
     Partner.

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              (i) Any Non-Defaulting Partner exercising its right pursuant to
       this Section 25 shall be the "Appraisal Purchaser".

              (ii) Upon Notice to a Defaulting Partner of an election under this
       Section 25 (an "Appraisal Buyout Notice"), the Fair Market Value of the
       Project Property being purchased shall be determined pursuant to Sections
       9(n)(i) and 9(n)(ii), provided that: (A) in the case of condemnation, the
       Fair Market Value of any Project Property taken by condemnation shall be
       the award established by the condemning authority or, if contested, by
       the court hearing such condemnation, rather than by an appraisal pursuant
       to Sections 9(n)(i) and 9(n)(ii) (and such award shall be allocated by
       the Partners among the assets taken as a Major Decision), and the
       Valuation Date shall be the date that possession of the Harrah's Premises
       or Players' Premises, as the case may be, is taken by the condemnor; (B)
       in the case of casualty, the Fair Market Value of any Project Property
       destroyed by casualty shall be the insurance proceeds recovered therefor,
       and the Valuation Date shall be the date upon which such insurance
       proceeds are paid by the insurer; and (C) in the case of a title defect,
       the Fair Market Value of the Project Property being purchased shall be
       the title insurance proceeds recovered therefor, and the Valuation Date
       shall be the date upon which such title insurance proceeds are paid by
       the title insurer. If condemnation, casualty insurance or title insurance
       proceeds are recovered for property in addition to the Project Property
       being purchased, and not separately allocated by the condemning
       authority, insurer, court or other body making the award, and Harrah's
       and Players do not agree as to the allocation thereof, the arbitrators
       making such determination pursuant to Article 19 shall allocate such
       award applying the criteria used by the condemnor, insurer or court to
       establish the amount of such award. Specifically, with reference to title
       insurance, if recovery under the Partnership's title insurance policy is
       determined according to the value of the business enterprises conducted
       at the Entertainment Facilities and Operating Lease Premises, the amount
       recovered shall be allocated according to the relative value of such
       business enterprises. The Appraisal Purchaser shall have

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       ninety (90) days from such Valuation Date in which to purchase the
       Defaulting Partner's Project Property by payment, in accordance with
       Section 25(b), to the Defaulting Partner of an amount equal to the
       Appraisal Buyout Price.

              (iii) In the case of an Appraisal Buyout of Players resulting from
       an Event of Default by Players, Harrah's may: (A) in lieu of Harrah's
       (LLC) enforcing the payment of damages pursuant to Section 29.3 of
       Players' Lease, reduce the Appraisal Buyout Price or, retroactively to
       the date of such promissory note, reduce the principal amount of the
       promissory note delivered pursuant to Section 25(b) (and apply any
       resulting overpayment of interest to future interest obligations, or if
       insufficient, to further reduction of principal) by the amount of damages
       that are determined to be due under Players' Lease; and (B) in lieu of
       HMHOC collecting damages under Section 17.2 of the Management Agreement,
       reduce the Appraisal Buyout Price, or, retroactively to the date of such
       promissory note, the principal amount of the promissory note delivered
       pursuant to Section 25(b) (and apply any resulting overpayment of
       interest to future interest obligations, or if insufficient, to further
       reduction of principal), by the amount of damages that are determined to
       be due from Players under Section 17.2 of the Management Agreement.

              (iv) The Appraisal Buyout Notice may designate any date, beginning
       ninety (90) days before the date of such Notice, and ending on the date
       of such Notice, as to the effective date for the determination of Fair
       Market Value of the Project Property to be purchased, provided that in
       the case of an Appraisal Buyout caused by condemnation, the date shall be
       the date specified in Section 25(a)(iii).


           (b) The closing of the Appraisal Purchaser's purchase of the
     Defaulting Partner's Project Property, shall occur at the time and in the
     offices of the Appraisal Purchaser's legal counsel in St. Louis, Missouri,
     designated by the Appraisal Purchaser in its Appraisal Buyout Notice, but
     no later than ninety (90) days after the Valuation Date. The Appraisal
     Buyout Price shall be paid either: (i) in cash at the time of the closing;
     or (ii) at the election of the Appraisal Purchaser, in the case of an
     Appraisal Buyout resulting from an Event of Default: (A) one-twentieth
     (1/20) of the Appraisal Buyout Price shall

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     be paid at closing by the plain check of Appraisal Purchaser (or its
     nominee); and (B) the balance by delivery of the Appraisal Purchaser's (or
     its nominee's) promissory note to the Defaulting Partner, payable in
     nineteen (19) equal and consecutive quarter-annual installments of
     principal, together with interest on the declining principal balance, from
     the date of closing until the principal shall have been paid in full, at a
     per annum rate equal to the greater of: (1) one hundred twenty percent
     (120%) of the interest rate payable, as of the date of closing, on five (5)
     year Treasury Notes of the United States Government selling at par; or (2)
     the minimum rate that is required in order to avoid both the imputation of
     interest and the presence of original issue discount pursuant to the
     provisions of the Code. The first payment under said promissory note shall
     be due and payable on the first day of the third month after the date of
     closing. The promissory note shall be prepayable in whole or in part at any
     time and from time to time, at the option of the maker thereof without
     penalty or premium. The promissory note shall provide that it is payable
     only from "cash flow" earned by the Appraisal Purchaser or its successor
     from the operation of the Defaulting Partner's Operating Lease Premises
     (gross revenue less expenses other than: (x) interest, principal or changes
     in respect of Debt thereon placed by the Appraisal Purchaser; or (y)
     increased expenses resulting from a lease amendment hereafter entered
     into), and if such cash flow is insufficient, to the extent of the
     insufficiency, any payment shall be deferred, without interest, until such
     time as such cash flow is sufficient to pay it.

           Payment at closing or pursuant to such promissory note will: (i) be
     subject to escrow and adjustment in the manner provided in Section
     9(b)(iii).

           Payments at closing or pursuant to such promissory note will be
     distributed first to satisfy all outstanding obligations of the Appraisal
     Seller for Default Loans, indemnity obligations and unsatisfied calls for
     Capital Contributions, unless deducted in reaching the determination of
     Fair Market Value, and only the amount remaining after satisfaction of such
     obligations shall be paid to the Defaulting Partner.

           At the closing of the Appraisal Buyout pursuant to this Section 25,
     the Appraisal Purchaser shall save, protect, defend, indemnify and hold
     harmless the selling Partner from all debts and liabilities owed by the
     Partnership to third parties, excluding any Continuing Liabilities.

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           (c) Costs of the transaction, including recording fees, escrow costs,
     if any, and other fees (but not attorneys' fees) shall be borne and paid at
     closing by the Defaulting Partner, except in the case of a transaction
     resulting from damage, destruction or condemnation, in which event, costs
     of the transaction shall be split equally by both Partners. The Defaulting
     Partner shall deliver all appropriate documents of transfer at the closing
     and shall convey its entire Project Property to the Appraisal Purchaser, or
     its nominee(s), free and clear of all liens, claims, encumbrances, or other
     charges of any kind whatsoever. In the event such Project Property is
     transferred to a nominee of the Appraisal Purchaser, the admission of such
     nominee to the Partnership as a successor to the Defaulting Partner shall
     occur, and for all purposes shall be deemed to have occurred immediately
     prior to the transfer by the Defaulting Partner of its Project Property.
     From and after the closing, the Defaulting Partner shall have no further
     interest in the assets, profits or management of the Partnership and shall
     not be responsible for any of its obligations or losses, excluding any
     Continuing Liabilities.

           (d) In all events: (i) condemnation awards; (ii) insurance proceeds;
     and (iii) damages for Operating Lease or Management Agreement default of or
     caused by the Defaulting Partner or its Affiliate (if paid rather than
     credited against the Appraisal Buyout Price, or note owed in payment
     thereof, as previously herein provided), shall be retained by the Appraisal
     Purchaser or its Affiliate, or nominee, as the case may be.

         26. Buy/Sell

           (a) (i) In the circumstance described in this Section, either
     Partner, provided that no Monetary Default exists with respect to such
     Partner, may, by Notice to the other Partner (a "Buy/Sell Notice"),
     establish a sales price ("Buy/Sell Price") for the Project Property of such
     Partner. This remedy shall be available only pursuant to Section 29 (Other
     Gambling Qualifications), and the Partner invoking this Section pursuant to
     Section 29 shall be the "Offeror". Any offer made in a Buy/Sell Notice
     pursuant to this Section 26 shall be the "Offer". The Buy/Sell Notice shall
     (A) state separately the components of the Buy/Sell Price attributable to
     each asset comprising the Offeror's Project Property; and (B) summarize in
     reasonable detail the calculations which determine the Buy-Sell Price for
     which the Offeror would be willing either (x) to purchase from the other
     Partner

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<PAGE>



     (the "Offeree") the Offeree's Project Property; or (y) to sell to the
     Offeree the Offeror's Project Property (a "Buy/Sell").

           (b) The Buy/Sell Price for each asset (other than: (i) the interest
     of Harrah's (LLC) as the ground lessor of the Leased Site; (ii) Lot 7; and
     (iii) the interest of HMHOC under the Management Agreement) comprising the
     Project Property of an Offeror shall be determined using the following
     methodology: (i) in the case of a Buy/Sell Notice given more than
     thirty-six (36) months after the Opening Date of the Entertainment
     Facilities; by multiplying: (x) the average annual EBITDA (earnings before
     interest, income taxes and depreciation allowance and excluding
     non-recurring costs) derived from such asset for the preceding five years
     (unless less than five years have expired following such Opening Date, in
     which case the number of years expired shall apply) by; (y) a multiple
     determined by Offeror; and (ii) in the case of any Buy/Sell Notice given
     before thirty-six (36) months after the Opening Date of the Entertainment
     Facilities, by multiplying: (x) the projected average annual EBITDA (as
     above defined) to be derived from such asset over the next succeeding five
     (5) years by; (y) a multiple determined by the Offeror; and deducting from
     the result of such multiplication the Offeror's Percentage of all
     additional amounts necessary to complete and open the Entertainment
     Facilities plus all additional amounts necessary to complete and open the
     Offeror's Operating Lease Premises. If, in any Buy/Sell invoking the
     methodology identified in (i) above, the asset being valued has not been
     income producing for any portion of the measuring period, then there shall
     be substituted as revenue and expense for such period, revenue and expense
     for the same period of the immediately prior year (or, if not available,
     the immediately following year) as the case may be. If EBITDA is negative
     as to any asset so valued, there shall be no payment for such asset, except
     as provided below with respect to Lot 7, the Leased Site and the Management
     Agreement. The methodology adopted by the Offeror shall be applied to like
     property of the Offeree. Any Offeror or Offeree must purchase all of the
     Project Property of the other Partner if it elects to purchase any of such
     Project Property.

           Notwithstanding the foregoing, if the gambling license of an Offeror
     or Offeree, may not be or is not surrendered by the seller, the Buy/Sell
     Price for a Partner's Partnership Interest and Operating Lease shall be
     determined by appraisal in accordance

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     with Section 9(n) (including without limitation, the non-gambling
     valuation assumption set forth in Section 9(n)(i)).

           If, in any Buy/Sell, Players should be the purchaser of Harrah's
     Project Property, and Harrah's (LLC) or an Affiliate (Wholly Owned) of HEI
     should, at such time, own Lot 7, and/or the Leased Site, then Players shall
     purchase such Project Property at a price equal to: (i) the seller's cost
     thereof; plus (ii) all costs incurred by the seller or its Affiliates
     during the period of its ownership thereof (including taxes, public and
     private assessments, insurance premiums and all payments of principal and
     interest under that certain promissory note dated July 21, 1994 given by
     Harrah's to Sverdrup/MDRC Joint Venture in the original principal amount of
     $4,000,000 that are not included in category (i)); or, in the case of the
     Leased Site only, if greater, the Fair Market Value of the Leased Site
     (encumbered by the Ground Lease) determined by appraisal in accordance with
     Sections 9(n)(i) and (n)(ii). The Management Agreement shall be valued at
     the amount of damages that would be due under Section 17.2 thereof for a
     termination caused by Players.
 
           (c) From the date the Buy/Sell Notice is given, the Offeree shall
     have sixty (60) days, or such lesser period of time as provided by
     applicable gambling laws, regulations, rules or orders, to notify the
     Offeror of its election either to purchase the Offeror's Project Property
     or sell its own Project Property at a price determined (using, in the case
     of an asset valued by EBITDA the same multiplier and types of financial
     information used by the Offeror to value its like Project Property) (a
     "Buy/Sell Response").

              (i) If the Offeree determines to purchase the Offeror's Project
       Property, the Offeree shall, in its Buy/Sell Response, specify a closing
       date for such purchase not more than ninety (90) days, or such lesser
       period of time as provided by applicable gambling laws, regulations,
       rules or orders, from the date of its Buy/Sell Response, within which it
       must purchase the Project Property of the Offeror at the Offeror's
       Buy/Sell Price, as calculated above.

              (ii) If the Offeree determines to sell its Project Property, it
       shall so advise the Offeror in its Buy/Sell Response, and the Offeror
       shall, within ten

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       (10) days of receipt of the Offeree's Buy/Sell Response,
       designate, by Notice to Offeree, a closing date for such sale not more
       than ninety (90) days thereafter and shall purchase the Offeree's Project
       Property at the Offeree's Buy/Sell Price, as calculated above.

              (iii) If the Offeree does not elect either to buy or sell within
       the ten (10) day period referred to above, the Offeror may elect by
       Notice to Offeree, to buy the Offeree's Project Property, and the Offeror
       shall have ten (10) days following expiration of such ten (10) day period
       in which to designate, by Notice to Offeree, a closing date for such
       purchase not more than ninety (90) days from the date of such election.

           (d) The closing of the purchase and sale contemplated shall occur at
     a specific time designated by the buying Partner, by Notice given within
     the above-established time limits, at the offices of its legal counsel in
     St. Louis, Missouri. The Buy/Sell Price shall be paid in cash at the
     closing, subject to escrow and adjustment in the manner provided in Section
     9(b)(iii). The Buy/Sell Price payable to an Offeror shall be distributed
     first to satisfy all outstanding obligations of the Offeror for Default
     Loans, indemnity obligations and unsatisfied calls for required Capital
     Contributions (to the extent not deducted in determining the Buy/Sell
     Price), and only the amount remaining after satisfaction of such
     obligations shall be paid to the selling Partner. After the closing, the
     selling Partner shall have no further interest in the assets, profits or
     management of the Partnership and shall not be responsible for any of the
     obligations or losses of the Partnership, and all obligations of the
     Partnership to the selling Partner, including all Capital Accounts, loans
     and advances, shall be deemed satisfied and discharged. After the closing
     of the purchase of Project Property pursuant to this Section 26, the buying
     Partner shall save, protect, defend, indemnify, and hold harmless the
     selling Partner from all debts and liabilities owed by the Partnership to
     third parties, but the selling Partner shall not be relieved of any
     Continuing Liabilities. Costs of sale of Project Property, including
     recording fees, escrow costs, if any, and other fees (but not attorneys'
     fees) shall be divided equally between the Partners. A Partner selling its
     Project Property shall deliver all appropriate documents of transfer at
     closing and shall convey its Buy/Sell Property to the buying Partner, or
     its nominee, free and clear of all liens, claims,

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     encumbrances or other charges of any kind whatsoever. In the event
     the Project Property is conveyed to a nominee of the buying Partner, the
     admission of such nominee to the Partnership as a successor to the selling
     Partner shall occur, and for all purposes shall be deemed to have occurred
     immediately prior to the Transfer by the selling Partner of its Partnership
     Interest.

           (e) If the buying Partner shall fail to close a purchase pursuant to
     this Section 26, the selling Partner may, in addition to any other rights
     hereunder, elect to purchase the buying Partner's Project Property at the
     Buy/Sell Price established hereunder, with closing to occur on a date
     selected by the selling Partner that is no later than sixty (60) days after
     the buying Partner's default.


           27. Waiver 

           (a) Each Partner hereby acknowledges and agrees that any exercise of
     the dilution pursuant to Section 23, the Unsuitability Redemption pursuant
     to Section 24, the Appraisal Buyout pursuant to Section 25, or the Buy/Sell
     pursuant to Section 26, for any reason or at any time in accordance with
     the terms of such Sections shall not be delayed, enjoined or otherwise
     postponed or restrained by an assertion that such action is in bad faith or
     a breach of any fiduciary or other Partnership duty, but, following the
     completion of any such exercise of rights, each Partner shall retain its
     right to bring an action for damages with respect to any claim of bad faith
     or breach of fiduciary or other Partnership duty as a result of any
     exercise of a dilution pursuant to Section 23, an Unsuitability Redemption
     pursuant to Section 24, an Appraisal Buyout pursuant to Section 25, or a
     Buy/Sell pursuant to Section 26.

           (b) Each Partner hereby acknowledges and agrees that any Partner or
     any Affiliate of a Partner who is a party to any agreement with the
     Partnership or any Partner may take any separate action or actions as it
     shall determine in its sole discretion to be in its own best interest with
     respect to the Partnership or such Partner in connection with any of its
     roles with respect to the Partnership, and that such Partner or Affiliate
     shall not be deemed to have acted in bad faith or to have breached any
     fiduciary or other Partnership duty for so acting in its best interest.
     Each Partner hereby expressly waives any claim of bad faith or breach of
     fiduciary or other Partnership duty as a result of any such action or
     actions which any Partner or Affiliate of a Partner who is party to a

                                     - 77 -


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     contract with the Partnership or any Partner may take in its own best
     interest in any such separate roles.

         28. Gambling Qualifications in Missouri

           (a) All Partners, and all Persons owning directly or indirectly any
     ownership interest, security interest, otherwise being the legal or
     Beneficial Owner of any Holding Entity, and their successors and assigns,
     who are required to be licensed, permitted or determined suitable or
     otherwise approved pursuant to applicable law or by the Missouri Gaming
     Commission, shall be so licensed, permitted or determined suitable or
     otherwise approved prior to their admission to, and at all times during
     their participation in, or association with, the Partnership or any Holding
     Entity.

           (b)(i) If any Partner, or any Holding Entity of any Partner or its
     Project Property, suffers a Missouri Gaming Commission Unsuitability
     Determination, all disbursements of Distributable Cash and Net Proceeds of
     Sale or Financing/Refinancing by the Partnership to the affected Partner
     (or the Partner whose Holding Entity suffers the Unsuitability
     Determination) (other than in repayment of Default Loans, to the extent
     lawful), shall be suspended and escrowed, and such Partner shall be subject
     to any other penalties or provisions to the extent and for so long as
     provided by applicable law, regulations, rules or orders;

              (ii) In any such case, the Partner in which such Holding Entity
       owns a direct or indirect interest and each intervening Holding Entity
       shall enforce all provisions of their formative documents which provide
       for the suspension of dividends and/or distributions to the unsuitable
       Holding Entity.

              (iii) In the case of a Missouri Gaming Commission Unsuitability
       Determination of a Partner, the remaining Partner shall be entitled to
       purchase such Partner's Project Property in accordance with Section 24;
       and

              (iv) In the case of a Missouri Gaming Commission Unsuitability
       Determination of a Holding Entity, the Partner (or its Affiliate
       (Controlled)) in which such Holding Entity has a direct or indirect
       interest shall redeem such Holding Entity within thirty (30) days of such
       Unsuitability Determination or such lesser period of time as may be
       required by law. If for any reason such

                                     - 78 -


<PAGE>



       Partner or its Affiliate (Controlled) fails to redeem the
       ownership interest of such Holding Entity, the remaining Partner may
       purchase the Project Property of such Partner in accordance with Section
       24. 

           (c) Notwithstanding any provision herein to the contrary, the
     Partner with respect to which a Missouri Gaming Commission Unsuitability
     Determination was made, or the Partner or its Affiliate (Controlled) having
     a Holding Entity with respect to which an Unsuitability Determination was
     made, to the extent permitted by applicable law, regulations, rules or
     orders, shall have the right to appeal such Unsuitability Determination to
     the Missouri Gaming Commission, and provided that there is no intervening
     adverse consequence to the Partnership or the remaining Partner and the
     operation of such Partner's Operating Lease Premises is not suspended or
     impaired, such Unsuitability Determination shall not be invoked by the
     remaining Partner until such Unsuitability Determination has become final.

         29. Other Gambling Qualifications

           (a) If any Partner reasonably determines that its affiliation with
     another Partner, or any of such Partner's or such Partner's Affiliate
     (Controlled)'s Holding Entities, will threaten any gambling permit,
     approval, or other entitlement that such affected Partner or any of its
     Affiliates (Controlled) hold or apply for in any state other than the State
     because of an Unsuitability Determination as to such Person, such Partner
     may invoke the Buy/Sell remedy set forth in Section 26, with respect to (i)
     the objectionable Partner, or (ii) in the case of an objectionable Holding
     Entity, the Partner in which (or in the Affiliate (Controlled) of which)
     such objectionable Holding Entity directly or indirectly owns an interest.

           (b) Without limiting reasonableness to such circumstance, the
     Partners agree that such determination shall be reasonable if based upon:
     (i) any written communication or Unsuitability Determination from a
     gambling commission or authority of another state; or (ii) evidence which,
     if true, would violate any law, rule or regulation administered by or be
     likely to result in an Unsuitability Determination by any such gambling
     commission or authority, so long as such evidence is not induced in bad
     faith by its recipient, or (iii) even if such evidence is induced in bad
     faith by its recipient, such evidence is true and accurate. To the extent
     that notice and cure remedies are made

                                     - 79 -

<PAGE>



     available by such state and may be pursued without risk to the
     affected Partner, the Buy/Sell remedy may not be initiated unless cure is
     not effected within the time permitted by such state. If notice and cure
     remedies are not prohibited or specified by such state, the Buy/Sell remedy
     may not be initiated until sixty (60) days following notice of a final
     Unsuitability Determination by such state gambling commission or authority
     provided that: (i) such Unsuitability Determination is curable, (ii) cure
     has been initiated and is being diligently and expeditiously pursued, and
     (iii) such cure remedies may be pursued without material adverse effect to
     the affected Partner.

         30. Lender Suitability

           (a) If any lender to the Partnership or any lender to a Holding
     Entity of the Partnership (other than a Holding Entity which is exempt from
     a suitability determination by, or is otherwise determined suitable or
     approved by the Missouri Gaming Commission) becomes subject to an
     Unsuitability Determination by the Missouri Gaming Commission, the result
     of which is to threaten the revocation, suspension, termination or
     rescission of any permit, approval, entitlement or license granted by the
     Missouri Gaming Commission to or for the benefit of the Partnership or its
     Partners, or any Affiliate (Wholly Owned) of Players' Parent or HEI, or
     result in any other penalty to the Partnership or its Partners and any such
     Affiliate (Wholly Owned), and if the Unsuitability Determination is not
     cured in accordance with applicable laws, regulations, rules or orders,
     then to the extent and so long as provided by applicable laws, regulations,
     rules or orders: (i) all payments to such lender shall be suspended and
     escrowed; (ii) such lender shall immediately divest itself of all loans
     made to the Partnership or such Holding Entity; and (iii) such lender shall
     be subject to any other remedies as shall be required by applicable laws,
     regulations, rules or orders. If, notwithstanding the application of, or
     failing the enforcement of, the preceding sentence, the Holding Entity has
     not satisfactorily complied with the requirements of applicable gambling
     laws, regulations, rules or orders, as to eliminate such lender
     unsuitability, the Project Property of the Partner owned in whole or in
     part by such Holding Entity shall be subject to redemption in the manner
     set forth in Section 24.

           (b) If any Partner reasonably determines that the existence of a loan
     from a lender to the Partnership will threaten any gambling license,
     permit, approval, or

                                     - 80 -

<PAGE>



      other entitlement that such affected Partner or any Affiliates
     (Wholly Owned) of Players' Parent or HEI, as the case may be, holds or
     applies for in any other jurisdiction, the affected Partner may, at no cost
     to the Partnership or the other Partner: (i) require the Partnership to
     exercise any redemption rights in any loan documents with such lender and
     redeem such loan so long as such Partner makes a loan to the Partnership
     (with the same security, interest and maturity provisions as the redeemed
     loan) of the funds necessary to effect such redemption or procures a loan
     for the Partnership (with the same interest, security and maturity
     provisions as the redeemed loan) from a suitable lender and so long as such
     loan is in compliance with the Partnership's loan documents and this
     Agreement; (ii) require the Partnership to exercise any rights in any loan
     documents with such lender to procure a suitable lender or lenders that
     will assume and accept the rights and obligations of the objectionable
     lender; or (iii) with the consent of such lender, if required in any loan
     documents with such lender, procure a suitable lender or lenders that
     assume and accept the rights and obligations of the objectionable lender.

         31. Covenants

           (a) Prohibited Payments

           Each Partner agrees that it and its Affiliates will conduct their
     activities, and will cause any activities conducted on their behalf to be
     conducted, in a lawful manner and specifically will not engage in the
     following transactions:

              (i) payments or offers of payment, directly or indirectly, to any
       domestic or foreign government official or employee in order to obtain
       business, retain business or direct business to others, or for the
       purpose of inducing such government official or employee to fail to
       perform or to perform improperly his official functions;

              (ii) receive, pay or offer anything of value, directly or
       indirectly, from or to any private party in the form of a commercial
       bribe, influence payment or kickback for any such purpose; or

              (iii) use, directly or indirectly, any funds or other assets of
       the Partnership for any unlawful purpose including, without limitation,
       political contributions in violation of applicable laws, regulations,
       rules or orders.

                                     - 81 -

<PAGE>



           (b) Securities Law Requirements

           The Partners acknowledge that HEI and Players' Parent are publicly
     held corporations, and that trading in the securities of such corporations
     based upon non-public information or unauthorized disclosure or other use
     of material developments could expose HEI and Players' Parent to liability.
     The Partners shall take appropriate precautions to inform its employees and
     agents of such fact and to prevent such persons from making such
     disclosure.

           (c) Regulatory Information

           Each Partner shall provide to the Partnership or regulatory agency,
     as the case may be, as required by applicable laws, regulations, rules or
     orders, all information pertaining to the Partnership, the Shoreside
     Complex, and each Partner's officers, directors, shareholders, financial
     sources, and associations as shall be required by any Federal or state
     securities law or any regulatory authority with jurisdiction over the
     Partnership, the Shoreside Complex, or any Partner or any Affiliates of
     such Person including regulatory authorities in the states of Missouri,
     Nevada, New Jersey, Louisiana, or any other jurisdiction.

           (d) Confidentiality

           Any information in connection with the Shoreside Complex in the
     possession of any Partner which has not been generally disclosed to the
     public shall be held in confidence and shall not be disclosed to any Person
     other than Partners, employees, attorneys, agents, or lenders of Partners
     and their Affiliates (Wholly Owned), except as may be required by any
     regulatory authority having jurisdiction or by any other applicable laws,
     regulations, rules or orders of any governmental entity. Any disclosure of
     confidential information to any employee, attorney, agent or lender shall
     be kept in confidence and delivered to such Persons subject to a written
     confidentiality agreement benefiting the Partnership, in the form of
     Exhibit M, except as may be required by any regulatory authority having
     jurisdiction or by any other applicable laws, regulations, rules or orders
     of any governmental entity.

           (e) Holding Entity Requirements

              (i) Harrah's, Players and any additional or substitute Partner
       shall incorporate provisions into their articles of incorporation,
       charters, partnership

                                     - 82 -


<PAGE>



       agreements or other formative documents substantially similar to
       and no less restrictive than those contained in Exhibit O. Each Partner
       shall assure that each Holding Entity (but excluding any Holding Entity
       that is exempt from a suitability determination by the Missouri Gaming
       Commission, or has been otherwise approved or excused from approval by
       such Commission) at no cost to any other Partner shall incorporate
       provisions into their articles of incorporation, charters, partnership
       agreements or other formative documents similar to and no less
       restrictive than those contained in the form of Exhibit O; provided that
       in no event shall any Holding Entity whose equity securities are publicly
       traded pursuant to the Securities Exchange Act of 1934, as amended, and
       traded on the New York Stock Exchange, the American Stock Exchange or
       NASDAQ be required to include in its formative documents Section (B) of
       the first Section of Exhibit O or the last Section of Exhibit O. Each
       Partner shall assure that any provisions required of any of its Holding
       Entities by this Section 31(e) are enforced and that each of such Holding
       Entities shall not amend such provisions in any manner which makes such
       provisions less restrictive than the provisions contained in Exhibit O
       without the approval of the Partnership. Each Partner has delivered, or,
       as to any Holding Entity other than a Partner, not later than thirty (30)
       days after the Effective Date, will deliver to the Partnership a copy of
       the formative documents of its Holding Entities containing the provisions
       required by this Section 31(e) certified by a secretary, partner or other
       authorized Person, as being true and correct and adopted in accordance
       with its formative documents. Players' Parent shall not be required to
       comply with the above provisions of this Section 31(e)(i), and shall be
       deemed to have satisfied this Section 31(e)(i) by maintaining in effect
       the restrictions and rights referred to in its stock certificate, a copy
       of which is attached as Exhibit U, which shall be continuously certified
       by its Secretary as being true and correct, adopted and in effect in
       accordance with its formative documents.

              (ii) Each Partner shall assure that any evidence of ownership of
       each Holding Entity that is an Affiliate (Controlled) of such Partner
       (other than a

                                     - 83 -


<PAGE>



       Holding Entity that is exempt from a suitability determination by
       the Missouri Gaming Commission or has been otherwise approved or excused
       from, or is not subject to, approval by such Commission) shall contain a
       legend substantially similar to and no less restrictive than those
       contained in the form of Exhibit N. Each Partner shall use reasonable
       efforts to assure that any evidence of ownership of any of its other
       Holding Entities shall contain a legend substantially similar to and no
       less restrictive than the provisions contained in the form of Exhibit N.
       In no event shall the legend requirements of this Section 31(e)(ii) apply
       to any evidence of ownership of any Holding Entity which is publicly
       traded pursuant to the Securities Exchange Act of 1934, as amended, and
       traded on the New York Stock Exchange, the American Stock Exchange, or
       NASDAQ Stock Exchange.

              (iii) Without diminishing the rights of the Partners or the
       Partnership under Sections 28 and/or 29, each Partner shall at its sole
       cost and expense remove any Person within its chain of ownership or
       within the chain of ownership of any Affiliate (Wholly Owned) that is
       lessee of an Operating Lease who is determined by the Missouri Gaming
       Commission, as part of the initial determination of suitability of such
       Person, to be unsuitable. The other Partner shall bear no cost of removal
       of any such Partner. Each Partner agrees to comply with any requirements
       of any Missouri Gaming Commission in connection with any such removal.

           (f) Lender Requirements

           Harrah's, Players and any additional or substitute Partners shall
     assure that any loan documents evidencing loans for borrowed money from any
     lender to such entity or to its Affiliate (Wholly Owned) that is tenant
     under an Operating Lease, or to any of their respective Holding Entities,
     shall include provisions similar to and no less restrictive than the
     provisions in the form of Exhibit P, or otherwise sufficient to permit such
     entity to comply with Section 30.

                                     - 84 -

<PAGE>



           (g) Post-Purchase Non-Competition

           Following the purchase by any Partner of another Partner's Project
     Property: (i) the selling Partner and all of the selling Partner's
     Affiliates (Controlled) shall thereafter be prohibited, for a period of
     twenty (20) years following the purchase, from participation in casino and
     gambling operations, as to which Section 8(d) had previously imposed a
     right of first refusal; until the earliest of: (w) the date upon which the
     purchaser or its nominee is issued a license from the Missouri Gaming
     Commission to conduct gambling activity at the Operating Lease Premises of
     the seller on substantially the same terms as the seller; (x) the date upon
     which an Unsuitability Determination is made by the Missouri Gaming
     Commission as to the purchaser and its nominee; (y) the date upon which the
     purchaser and, if applicable, its nominee, withdraw their applications to
     the Missouri Gaming Commission for such license; and (z) the expiration of
     ten (10) years following the purchase, this prohibition shall apply
     throughout the State to any new or pending license application of the
     selling Partner and all Affiliates (Controlled) of such Partner (and such
     prohibition shall survive such purchase and any resulting dissolution of
     the Partnership); and (ii) the purchasing Partner and all of its Affiliates
     (Controlled) shall be free of any covenants under Section 8(d). The
     foregoing prohibition shall not apply to the acquisition by a Partner or
     its Affiliate (Controlled) of a Person having casinos or other gambling
     operations both in the St. Louis, Missouri Metropolitan Statistical Areas
     and in two or more other locations or to the acquisition of a Partner
     and/or its Affiliates (Controlled) by any such Person.

         32. Valuation and Appraisal Procedures

           (a) Voluntary Appraisal

           Upon an election of any Partner to exercise its Appraisal Buyout
     rights pursuant to Section 25, or upon the commencement of an Unsuitability
     Redemption pursuant to Section 24, the Partners shall promptly attempt, in
     good faith, to agree upon the Fair Market Value of all Project Property, as
     the case may be, for a period of fifteen (15) days from Notice of a Partner
     to exercise its rights pursuant to Section 25 [Appraisal Buyout] or from
     the commencement of an Unsuitability Redemption pursuant to Section 24,
     before resorting to the appraisal procedure established by Section 9(n).

                                     - 85 -

<PAGE>



           (b) Continued Use of Appraisal

           If Fair Market Value shall have been established for any Project
     Property under this Agreement after the Opening Date, the Fair Market Value
     for such asset or assets shall be used for purposes of any subsequent
     election pursuant to Sections 24 [Unsuitability Redemption] or 25
     [Appraisal Buyout] hereof for a period of twelve (12) months after the date
     such Fair Market Value was established.

         33. Miscellaneous

           (a) This Agreement (and the other agreements referred to herein among
     the Partners and their Affiliates) embodies the entire understanding and
     agreement of the parties to this Agreement relating to the subject matter
     of this Agreement and any promise, condition, representation or warranty,
     express or implied, not set forth in this Agreement shall not bind any
     party with respect to the subject matter of this Agreement.

           (b) A waiver at any time of compliance with any of the terms and
     conditions of this Agreement shall not be considered a modification,
     cancellation or waiver of such terms and conditions or of any preceding or
     succeeding breach of this Agreement unless expressly so stated.

           (c) If any provision of this Agreement is held to be invalid, such
     provision shall not affect the remaining provisions of this Agreement which
     shall continue in full force and effect.

           (d) Wherever used in this Agreement, the masculine, feminine and
     neuter pronouns shall be fully interchangeable, and the singular shall
     include the plural where the context so requires and vice versa.

           (e) Each party hereby waives any right to partition or the right to
     take any other action which might otherwise be available to such party for
     the purpose of severing its relationship with the Partnership or such
     party's interest in the property held by the Partnership from the interests
     of the other parties until the end of the combined terms of this
     Partnership and all successor Partnerships reconstituted pursuant to
     Section 10 of this Agreement; provided, however, that this provision shall
     not limit a Partner's rights pursuant to Section 10 of this Agreement.

           (f) Any statutory references in this Agreement shall include a
     reference to any successor to such statute and/or to the referenced
     provision of such statute.

                                     - 86 -

<PAGE>



           (g) If any Notice, payment, closing or other action is to occur by
     the terms of this Agreement on a day that is a Saturday, Sunday or a legal
     holiday under the laws of the United States of America, such action shall
     be taken on the closest day thereafter that is not a Saturday, Sunday or
     such legal holiday.

           (h) This Agreement and the Partnership are and shall be governed by
     the laws of the State of Missouri without regard to conflict of law
     principles.

         34. Binding Effect

         This Agreement shall, subject to the provisions of Section 9 of this 
Agreement, inure to the benefit of and be binding upon the parties hereto and 
their respective heirs, legal representatives, successors and assigns.

                                     - 87 -

<PAGE>


         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto effective as of the day and year set forth above.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY
BE ENFORCED BY THE PARTIES.

HARRAH'S MARYLAND HEIGHTS CORPORATION,
a Nevada corporation

By: /s/ Martin Boscaccy
    -----------------------------------
     Name: Martin Boscaccy
           ----------------------------
     Title: Authorized Representative
            ---------------------------
 
PLAYERS MH, L.P.,
a Missouri limited partnership

         By: PLAYERS MARYLAND HEIGHTS, INC., a
               Missouri corporation, its sole General Partner
               By: /s/ Steven P. Perskie
                   -------------------------------  
                    Name: Steven P. Perskie
                          ------------------------ 
                    Title: Secretary
                           -----------------------


                                     - 88 -



<PAGE>

                                    EXHIBIT H

                                Prohibited Person


As used herein a Prohibited Person shall mean: (i) the following company and
individuals; (ii) their respective Affiliates (Controlled), spouses, children,
parents and siblings; and (iii) any Person in which any of them separately, or
in the aggregate, hold Voting Power:

      1. Donald Trump

      2. Robert E. Woolley

      3. Lou Walter

      4. Bass PLC


                                    EXHIBIT H
                                 (Page 1 of 1)

<PAGE>