AMENDED AND RESTATED LEASE AGREEMENT
                                 BY AND BETWEEN
                   THE PORT AUTHORITY OF KANSAS CITY, MISSOURI
                                  ("LANDLORD")
                                       AND
                            HILTON HOTELS CORPORATION
                                   ("TENANT")
                                   DATED AS OF
                                 AUGUST 21, 1995

<PAGE>
                              AMENDED AND RESTATED
                                 LEASE AGREEMENT
                                 ---------------
     THIS AMENDED AND RESTATED LEASE AGREEMENT (the "Lease") is made and entered
into by and between THE PORT AUTHORITY OF KANSAS CITY, MISSOURI (the "Landlord")
and  HILTON HOTELS CORPORATION, a Delaware corporation (the "Tenant"), as of the
____  day  of  August,  1995.

RECITALS

     The  following  recitals  are  a  material  part  of  this  Lease:
A.     Landlord is a body politic created and formed by the city of Kansas City,
Missouri  (the  "City")  under  Ordinance Number 47523 adopted February 11,
1983  by  virtue of the power granted to the City under Sections 68.010 et. seq.
of  the  Revised  Statutes  of  Missouri.

B.     Tenant submitted a proposal dated December 30, 1992, and supplemented on
January 11, 1993 (collectively, the "Proposal"), to construct gaming facilities
on property leased by Landlord from the City. Landlord and Tenant signed a
Development Agreement on March 12, 1993, under which Tenant attempted to develop
such facilities on Site B and agreed to construct related infrastructure on
behalf of Landlord and the City. Because of difficult site constraints, changing
regulatory requirements, changes in the Missouri gaming laws, and concern of
Landlord and Tenant with potential problems relating to environmental and
archaeological issues at Site B, Landlord and Tenant have agreed, subject to the
Development Agreement (as defined herein), to construct Tenant's gaming
enterprise at Site A instead of at Site B and to modify the requirements of the
Development Agreement relating to infrastructure construction and development.

C.     The City, as present owner of the Demised Premises (as defined herein)
has, under that certain Kansas City Riverfront Lease Agreement dated May 14,
1993 as amended by agreements dated September 30, 1994 and ________________,
1995 (collectively "City Lease"), leased the Demised Premises (as herein
defined) to Landlord with all necessary right, title and interest thereto in
order for Landlord to have the full legal ability to further sublease the same
to other parties such as Tenant.

D.     Subject to and in connection with that certain Development Agreement made
and entered into by and between the Landlord and Tenant on March 12, 1993, and
amended by Addenda One through Fourteen (collectively the "Development
Agreement"), the first and signature pages of each of which are attached hereto
identified as Exhibit A, Landlord has agreed to sublease to Tenant the Demised
Premises and the Easements (as defined herein) and Tenant has agreed to sublease
the same from Landlord.

E.     On March 12, 1993, Landlord and Tenant entered into a certain Lease
Agreement (the "Lease") under which Landlord leased to Tenant the Demised
Premises and additional real property.
<PAGE>

F.     In the Twelfth and Thirteenth Addendums to the Development Agreement
(Exhibit D) the parties agreed that Tenant would construct its riverboat gaming
floating facility ("Riverboat Gaming Facility") in a basin adjacent to the
Missouri River.

G.     The parties hereto have determined that the Lease should be amended and
restated.

     WITNESSETH,  that  for  and  in  consideration of the sum of Ten and NO/100
Dollars  ($10.00) to each of them paid by the other, and other good and valuable
consideration,  the  receipt,  adequacy  and  sufficiency  of  which  is  hereby
acknowledged by each of them, the parties hereto do hereby covenant and agree as
follows:
                                   ARTICLE I.
                               Demised Premises

Section  1.01     DEMISE. Landlord hereby subleases to Tenant, and Tenant hereby
                  ------
leases  from Landlord, the real property described in Exhibit B attached hereto,
together  with  all  buildings  and improvements to be constructed in accordance
with  the Development Agreement ("Site Improvements") (collectively the "Demised
Premises"),  and  specifically  including  the  Riverboat  Gaming  Facility  and
including  the  following  easements  and  appurtenances:

(a)     That certain driveway easement conveyed to Landlord by Kansas City Power
     and  Light  Company  ("KCPL")  in  the  document  entitled  "Service Access
Easement  Agreement,"  which  is recorded as Document No. ____ in Volume ____ at
Page  ____ of the Recorder of Deeds Office of Jackson County, Missouri and which
was  executed  by such parties for the purpose of ingress and egress to and from
the Demised Premises and Riverfront Road and which such easement is described in
Exhibit  B-1, which is attached hereto and incorporated herein by reference; and

(b)     A certain pedestrian easement (the "Pedestrian Access Easement") to be
conveyed to and inuring to the benefit of Landlord in accordance with the
Development Agreement and providing access for pedestrians crossing Front Street
for the purpose of using Tenant's Riverboat Gaming Facility (to be attached to
this Lease and identified as Exhibit B-2, as part of a future amendment to this
Lease); and

(c)     Any other easements or other rights in adjoining property inuring to the
benefit of Landlord by reason of the City Lease including any and all easements
reasonably required for the installation, maintenance, operation and service of
sewer, water, gas, power, and other utility lines and services;

(d)     All machinery, equipment and fixtures and other items of personal
property and any replacements thereof, attached to or used in connection with
the use, occupation and operation of the Demised Premises and the Easements,
except those items specifically referred to as Tenant's Personalty and Fixtures
in Section 4.01 hereof, and all alterations, additions and improvements
hereafter made to the Demised Premises, title to which may now or hereafter vest
in City and/or Landlord.

     Following  the  conveyance  of  the Pedestrian Access Easement to Landlord,
this  Lease  shall  be amended by the addition of the legal description for such
easement.
<PAGE>

The  Pedestrian  Access  Easement and the Service Access Easement referred to in
subsections  (a)  and  (b)  are  hereinafter  referred  to  as  "the Easements."

Landlord  warrants that it and no other entity now has the right to sublease the
Demised  Premises and the Easements to Tenant, and that so long as Tenant is not
in  default  hereunder  or  under  the  Development Agreement, Tenant shall have
peaceful and quiet use of the Demised Premises and the Easements, subject to all
matters  presently  of record and all other agreements and encumbrances to which
this  Lease  is or may hereafter be subordinated or otherwise made subject to as
permitted  herein  or in the Development Agreement, and such use by Tenant shall
also  be  subject  to  the  following:

(i)     any  state  of  facts  which  an  accurate  survey  may  show;  and

(ii)     easements, covenants and restrictions of record, if any, to the extent
that the same are in force or effect; and

(iii)     present and future zoning laws, ordinances, resolutions and
regulations of the City, and all present and future ordinances, laws,
regulations and orders of all boards, bureaus, commissions and bodies of any
municipal, county, state or federal government or governmental authority now or
hereafter having or acquiring jurisdiction of the Demised Premises and/or the
use and improvement thereof and/or the operation of gaming or other enterprises
thereat or in connection therewith; and

(iv)     violations of law, ordinances, orders and requirements, whether or not
of record, of any federal, state or municipal department or authority having
jurisdiction over or affecting the Demised Premises, as the same may exist on
the date hereofor may be hereafter enacted; and

(v)     condition and state of repair of the Demised Premises as the same may be
on the date of execution hereof.

     Notwithstanding  anything  to  the  contrary  contained herein, the Demised
Premises,  the  Easements,  and  all  improvements  presently  existing thereon,
Landlord's  interest  therein  and  City's  title  thereto have been examined by
Tenant  and  when  accepted by it as evidenced by its execution hereof or by its
use  thereof shall be deemed to have been accepted by it in its then present "as
is"  condition,  except  as  set  out  in  Article  VIII  hereof.

Section 1.02     TERM. The term of this Lease (the "Term") shall commence on the
                 ----

     date  hereof  (the  "Commencement  Date")  and  shall  terminate  on  the
Termination Date (as defined herein), except as renewed under Article XIX hereof
or  as earlier terminated under Article XVIII hereof. The date on which the Tern
shall  terminate  (the  "Termination  Date")  shall  be  the  earlier  of:
                                                              -------
(a)     Ten  (10)  years  after the date on which Tenant begins operation of its
riverboat  gaming enterprise ("Actual Opening Date") on the Demised Premises; or
<PAGE>

(b)     Ten (10) years after the Deemed Opening Date (which shall be twenty-four
(24) months after the Commencement Date, subject to extension for force majeure
delay as defined in Section 5.4 of the Development Agreement) (the Actual
Opening Date or the Deemed Opening Date, whichever first occurs is sometimes
referred to herein as the "Opening Date").

     Landlord and Tenant agree, upon demand of the other, to execute and deliver
to  the other party hereto, a declaration setting forth the Termination Date (in
conformance  herewith)  as  soon  as  it  has  been  determined.

Section 1.03     TERMINATION. This Lease shall terminate on the Termination Date
                 -----------
(unless  renewed in accordance with the provisions for renewal contained in
Article  XIX  hereof,  or  unless  otherwise  extended  by  written agreement of
Landlord and Tenant), without the necessity of any additional notice from either
Landlord  or  Tenant  to  terminate the same, and Tenant hereby waives notice to
then  vacate or quit the Demised Premises and agrees that Landlord shall then be
entitled to the benefit of all provisions of law respecting the summary recovery
of  possession  of  the  Demised Premises from a tenant holding over to the same
extent  as  if  statutory notice had been given. Tenant hereby agrees that if it
fails  to  surrender  the  Demised Premises and the Easements an the Termination
Date,  Tenant  will be liable to Landlord for any and all damages which Landlord
shall  suffer  by  reason  thereof  including, but not being limited to, damages
under  Section  1.04  hereof and liquidated damages as described in Section 2.06
hereof  or  elsewhere  described  herein.

Section 1.04     HOLDING OVER. If Tenant shall be in possession of the Demised
                 ------------
Premises after the expiration of the Term, or, if applicable, after any validly
exercised renewal thereof as provided for herein, the tenancy under this Lease
shall become one from month to month, terminable by either party on thirty (30)
days prior written notice, and shall be subject to all of the terms and
conditions of this Lease as though the Term had been extended from month to
month, except that: (i) the Minimum Net Rent (as defined herein) payable
hereunder for each month during said holdover period shall be equal to twice the
monthly installment of Minimum Net Rent (as defined herein) payable during the
last month of the Term (or any such renewal thereof); (ii) the installment of
Percentage Rent (as defined herein) payable hereunder for each such month shall
be equal to one-twelfth (1/12th) of the average annual Percentage Rent payable
hereunder, if any, for the immediately preceding three (3) years of the Term (or
any renewal thereof); and (iii) all Additional Rent payable hereunder shall be
prorated for each month during such holdover period.

                                    ARTICLE II.
                                       Rent

Section  2.01     AMOUNT  AND  MEDIUM  OF  PAYMENT.  Throughout the Term and any
                  --------------------------------
renewal  thereof, Tenant shall pay Landlord, without notice or demand, in lawful

money  of  the  United  States  of America, at the office of Landlord or at such
other  place  as Landlord shall designate within the City, State of Missouri, as
rent  hereunder  (collectively,  the  "Rent")  the  following:

(a)     Interim  Fixed  Rent  as  called  for  in  Section  2.02  hereof;  plus

(b)     Minimum Net Rent as called for in Section 2.03 hereof; plus

(c)     Percentage Rent as called for in Section 2.05 hereof; plus
<PAGE>

(d)     Additional Rent as called for in Section 2.10 hereof.

Section  2.02     INTERIM  FIXED RENT. In lieu of Tenant's otherwise agreeing to
                  -------------------
reimburse  Landlord for expenses paid and/or incurred by Landlord for attorneys,
accountants  and  other  consultants retained by Landlord in connection with its
requesting Tenant's Proposal and selecting Tenant as developer (which led to the
execution  of  this  Lease  by Landlord), and so as to ensure that Landlord
shall  incur  no  expense  with  respect  to  the riverboat gaming enterprise of
Tenant, as Tenant agreed to so do under the Proposal, Tenant agrees (i) that any
payments  made  by  it  to Landlord on or before June 30, 1994 which might under
prior  agreements  have  been a credit against Minimum Net Rent, shall not be so
deemed  and  Landlord shall not be obligated to credit such payments or any part
thereof  against  monies  due  to Landlord hereunder, and (ii) that beginning on
July  1,  1994  and continuing through the Opening Date or the Termination Date,
whichever  first  occurs,  Tenant shall pay monthly interim fixed rent ("Interim
Fixed  Rent") to Landlord at the rate of Twenty-Five Thousand and NO/100 Dollars
($25,000.00)  per  calendar  month,  payable in advance on the first day of each
such  calendar  month,  three-fifths  (3/5)  of  which sum, as so paid, shall on
Opening  Date  be  credited against Minimum Net Rent due hereunder. Tenant shall
have  no  further  liability  to  Landlord  for  any  such  Landlord  expenses.

Section 2.03     MINIMUM NET RENT. Subject to credit therefor under Sections
                 ----------------
2.02, 2.04 and 2.13 hereof, beginning on the opening Date and continuing during
the remainder of the Term and any renewal thereof (as adjusted under Section
2.04 with respect thereto), Tenant shall pay to Landlord a minimum net annual
rent, over and above the other payments to be made by Tenant as hereinafter
provided, at the rate of Two Million and NO/100 Dollars ($2,000,000.00) per year
(as the same may be adjusted during any renewal term hereof). Such minimum net
rental (the "Minimum Net Rent") shall be paid in equal annual installments of
Two Million and NO/100 Dollars ($2,000,000.00) each, in advance, on the Opening
Date and on the date of each and every annual anniversary of the Opening Date
thereafter.

Section 2.04     PARTIAL MONTH. If the Commencement Date and/or the Opening Date
                 -------------
shall occur on any day other than the first day of a calendar month, Tenant
shall pay Landlord on the Commencement Date and receive a credit on the Opening
Date, as applicable, of the proportionate amount of Interim Fixed Rent accrued
for the balance of such current calendar month.

Section 2.05     PERCENTAGE RENT. Beginning with the Opening Date and continuing
                 ---------------
throughout the entire remaining Term of this Lease and any renewal thereof,
pursuant to the terms of Section 2.07 hereof Tenant shall pay to Landlord as
minimum percentage rent (the "Percentage Rent") a sum of money equal to three
and one quarter percent (3 1/4%) of Gross, Revenues (as defined herein) less
Minimum Net Rent paid hereunder. As used herein, the term "Gross Revenues" shall
mean the sum of "adjusted gross receipts" as such term is defined under the
Missouri Gaming Laws of the Revised Statutes of Missouri, plus all revenues from
admissions, sales of food, beverages, merchandise, services, parking charges,
and all other business endeavors at the Demised Premises and/or Tenant's
riverboat gaming enterprise as are derived from use of the Demised Premises
and/or operation of Tenant's riverboat gaming enterprise (including any parking
facilities or concessions operated with respect thereto) by Tenant or any
licensee, sublessee, franchisee or other operator of all or any portion of any
such business endeavors, on or in connection with all or any portion of the
Demised Premises or the Easements.
<PAGE>

Section 2.06     OBLIGATION TO OPERATE. At all times from and after the Opening
                 ---------------------
Date during the Term of this Lease (including any validly exercised renewals of
the original or any extended term hereof), Tenant will continuously use and
occupy the Demised Premises and operate its riverboat gaming enterprise in
connection therewith in good faith and in such a manner as shall assure the
transaction of a maximum volume of business in and at the Demised Premises and
from said riverboat gaming enterprise.  If Tenant shall fail to cause its said
riverboat gaming enterprise to be operated as required under the immediately
preceding sentence, then, in addition to any other remedy available to Landlord
under this Lease, Tenant shall pay to the Landlord in lieu of Percentage Rent
and in addition to any other Rent payable hereunder, and as liquidated damages
for such failure to so operate, a sum equal to fifty percent (50%) of the then
applicable Minimum Net Rent applicable to each day or portion thereof during
which Tenant shall fail to so operate (e.g. if not operating for forty (40)
days, 40/365th of 50% of the then applicable Minimum Net Rent as Percentage Rent
for such forty (40) days). Notwithstanding the foregoing, solely for the
purposes of this Section 2.06 Tenant's failure to so operate shall be deemed
unavoidable and not a failure to so operate, if and so long as non-operation
shall be directly caused by fire or other casualty, national emergency,
condemnation, enemy action, civil commotion, strikes, lockouts, or national
defense preemptions, acts of God, energy shortages, changes in the Missouri law
which prohibits the continuation of Tenant's business, changes in the Kansas
City, Missouri gaming industry which make Tenant's gaming operations
unprofitable for a continuous period of one (1) year or more, or any other
similar causes beyond the reasonable control of Tenant, and provided further
that Tenant shall continually thereafter use its diligent best efforts to
alleviate the cause for such cessation of operation and commence operation as
soon thereafter as is practicable.

Section 2.07     QUARTERLY STATEMENT/PAYMENT OF PERCENTAGE RENT. Tenant shall
                 ----------------------------------------------
deliver to Landlord, within thirty (30) days after the end of each third month

of the Term of this Lease after Opening Date, a written statement, in form
reasonably acceptable to Landlord, certified to as true, complete and accurate
by an authorized officer of Tenant, setting out its Gross Revenues during the
immediately preceding three (3) month period ("Tenant's Quarterly Statement"). A
similar statement, certified as correct by Tenant's chief financial officer
shall be delivered to Landlord within thirty (30) days after each anniversary of
the Opening Date ("Tenant's Annual Statement"). Tenant shall pay any Percentage
Rent due, based on Tenant's Quarterly Annual Statement, within thirty (30) days
after the end of the quarter or year reported in Tenant's Quarterly or Annual
Statement, which statement reflects that any Percentage Rent is due hereunder,
as a result of 3-1/4% of Gross Revenues during the total period of time
reflected therein exceeding the Minimum Net Rent due for the 12-month period of
time as to which said Quarterly or Annual Statement relates.
<PAGE>

Section  2.08     ACCOUNTING  RECORDS  AND  AUDITING  RIGHTS.
                  ------------------------------------------

2.08.1     Accounting  Records. Tenant shall maintain at the Demised Premises or
           -------------------
at  a  central  accounting  location  maintained  in the City, and identified to
Landlord  upon  request, account records and procedures complying with generally
accepted  accounting principles consistently applied, as defined by the American
Institute of Certified Public Accountants ("AICPA") and the Financial Accounting
Standards  Board  ("FASB");  provided,  however, that such principles shall
comply in all respects and conform to all rules, regulations and requirements of
the  Gaming  Commission of the State of Missouri or any similar body established
in  Missouri relating to accounting principles for the determination of adjusted
gross  receipts  of Tenant, so as to enable Tenant to calculate, and Landlord to
verify, any Percentage Rent due under this Lease. Tenant shall preserve Tenant's
said  books  and  records  relating to each calendar year for at least three (3)
years  after  the  end of such calendar. If at the conclusion of such three-year
period, a dispute is pending between Landlord and Tenant regarding the amount of
Percentage Rent due, then Tenant shall continue to preserve such records pending
the  final  disposition  of  such  dispute.

2.08.2     Audit Procedures. Within (and in no event later than) seventy-five
           ----------------
(75) days after the end of each calendar year of Tenant, Tenant shall cause the
certified public accountant then regularly auditing Tenant's books and records
(which CPA shall be licensed in Missouri and shall be a member of AICPA) to
audit Tenant's (and/or any subtenant's, licensee's, franchisee's or
concessionaire's) books and records relevant to the calculation of Rents and
other payments and Gross Revenues reported by Tenant and/or which should have
been reported by Tenant during its preceding calendar year and to certify to
Landlord the correctness of same and the compliance thereof with the definitions
and requirements of this Lease. Tenant shall provide to Landlord, at the time of
filing thereof, copies of all financial reports and tax returns furnished to the
State of Missouri and/or the Gaming Commission thereof in connection with the
determination of Tenant's taxable gaming revenue and/or adjusted gross receipts.
Further, if Tenant shall fail to so provide to Landlord such certification
and/or copies as and when due hereunder or if Landlord shall desire to audit
such statement(s), Landlord, in conjunction with the City Auditor and Director
of Finance for the City, shall have the right to audit the books and records of
Tenant with respect to Percentage Rent or other payments provided for in this
Lease at any time upon reasonable notice; provided that Landlord agrees to
exercise this audit right not more frequently than once per fiscal year. Any
such audit shall be performed in accordance with generally accepted auditing
standards, during ordinary business hours and without unreasonably interfering
with Tenant's business. If such certification was not provided or if any such
audit reveals that Gross Revenue or any portion of Percentage Rent due hereunder
was understated, then within thirty (30) days after receipt of the audit with
appropriate backup documentation, Tenant shall pay to Landlord the additional
Percentage Rent due on account of the audit or audit corrections. Any adjusting
payment due on account of previous underpayment shall bear interest at the
Interest Rate (as defined herein) from the date it would have been paid had
Tenant's Quarterly Statement been correct, until the date actually paid. If such
certification was not so provided or if Percentage Rent reported therein was
understated by more than two percent (2%) for any audited period of time, then
Tenant shall pay the reasonable cost of the audit showing same and/or disclosing
such understatement; otherwise the audit shall be conducted at Landlord's
expense.

Section  2.09     NET LEASE. It is the purpose and intent of Landlord and Tenant
                  ---------
that  this  is a net lease and that from and after the opening Date, the Minimum
Net  Rent  (and  any  Percentage  Rent  and/or Additional Rent) shall, except as
herein  otherwise  provided,  be  absolutely net to Landlord, so that this Lease
shall  thereafter  yield,  net,  to  Landlord, the Minimum Net Rent specified in
section  2.03  hereof  in  each  remaining  year during the Term and any renewal
thereof,  together with the Percentage Rent provided for in Section 2.05 hereof,
and the Additional Rent provided for in Section 2.10 hereof, and that all costs,
expenses  and  obligations  of every kind and nature whatsoever relating to
the  Demised  Premises  and/or  the  operation  of  Tenant's  riverboat  gaming
enterprise  thereon  and/or  in connection therewith, except as herein otherwise
provided,  which  may  arise  or become due during or out of the original or any
renewal  Term of this Lease, shall be paid by Tenant, and that Landlord shall be
protected,  defended,  indemnified  and held harmless by Tenant from and against
the  payment  of  same  or  any  obligation  to  pay  the  same.
<PAGE>

Section 2.10     ADDITIONAL RENT.  Except as herein otherwise provided, Tenant
                 ---------------
shall also pay without notice except as may be required in this Lease, and
without abatement, deduction or set-off, as additional rent ("Additional Rent"),
all sums, Impositions (as defined in Article III hereof), costs, expenses and
other payments which Tenant assumes or agrees to pay hereunder, and, in the
event of any non-payment thereof, Landlord shall have all the rights and
remedies provided for herein or by law.

Section 2.11     ABSOLUTE RIGHT TO RENT. Rent due hereunder shall be paid to
                 ----------------------
Landlord without notice or demand and without abatement, deduction or set-off,
except as herein otherwise specifically provided.

Section 2.12     ABSOLUTE MINIMUM RENT. Notwithstanding anything to the contrary
                 ---------------------
contained herein, the Minimum Net Rent shall never be less than $2,000,000.00
per year (subject to sum credited under Section 2.03, 2.04 and 2.13 hereof as
rent received) and the amount of Additional Rent due hereunder shall always
reflect the expenses incurred or made upon which Additional Rent is due.

Section 2.13     GRANT AND CREDIT AGAINST RENT. As additional consideration to
                 -----------------------------
Landlord for Landlord's entering into this Lease and the Development Agreement,
Tenant shall make a grant to Landlord in the amount of TEN MILLION DOLLARS
($10,000,000.00), payable in all events as follows: ONE MILLION AND NO/100
DOLLARS ($1,000,000.00) on the Opening Date, and a like sun of ONE MILLION AND
NO/100 DOLLARS ($1,000,000.00) on the anniversary of the Opening Date in each of
the next nine (9) consecutive years after the year in which the Opening Date
occurs. This grant, in the aggregate, shall be known as the "Riverfront Park
Grant." Said Riverfront Park Grant, along with Minimum Net Rent payable during
the initial ten (10) year term hereof, shall be utilized, inter alia, for
                                                          ----- ----
completion of the work described in Exhibit I of the Development Agreement (or
for bond financing payments due with respect thereto), and for the purposes set
out in Exhibit D attached hereto.

Section 2.14     Bond Issue. Tenant acknowledges that Landlord intends to employ
                 ----------
the Rents and Riverfront Park Grant in part to cover debt service under and
other costs of a tax exempt revenue bond issue (the "Bond Issuance") utilizing
the Tenant's credit and its payment obligations hereunder in order to fund the
costs of the work described in Exhibit I to the Development Agreement. Tenant
further acknowledges that its obligations hereunder are not subordinate to any
of its most senior or other debts or obligations and that Landlord has not
subordinated this Lease and/or Tenant's obligation hereunder to any other debt
or obligations of Tenant. Tenant also acknowledges that in order to complete
such work, it is necessary for Landlord to have net proceeds totaling in the
aggregate not less than $20,000,000.00, in addition to amounts sufficient to
fund interest reserves and to pay costs of issuance of the bonds, available to
it as a result of the sale of such bonds.
<PAGE>

     In  addition,  should said net proceeds be less than $20,000,000.00, Tenant
shall on opening Date waive that portion of the credit to be given under Section
2.02  of this Lease which is equal to the amount by which $20,000,000.00 exceeds
the  actual  net  proceeds  of  the Bond Issuance (provided however, such waiver
shall  not  exceed  the  sum  of  $195,000.00).

     As  additional  consideration for Landlord entering into this Lease with
Tenant, Tenant  agrees, that, on the Commencement Date, it shall pay Landlord
in lieu of the anticipated cost of a forward interest rate swap or other
derivative or financing device selected by Landlord, the sum of Three Hundred
Fifty Thousand Dollars ($350,000.00).

                                      ARTICLE III.
                            Payment of Taxes, Assessments, Etc.

Section 3.01     IMPOSITIONS. Tenant shall pay or cause to be paid (except as in
                 -----------
Section  3.03 hereof provided) , before any fine, penalty, interest or cost
may  be  added  thereto  for  the non-payment thereof, all taxes, general and/or
special  assessments,  water,  fire line, steam and sewer rents, fees, rates and
charges,  levies,  license  and  permit fees and all other governmental charges,
general  and special, ordinary and extraordinary, foreseen or unforeseen, of any
kind  and nature whatsoever, which at any time on or after the Commencement Date
may  be assessed, levied, confirmed, imposed upon, and/or become due and payable
during  the  balance,  if  any, of the original Term or any renewal or extension
thereof,  out of or in respect of, or become a lien on, the Demised Premises, or
any  part  thereof  or any appurtenance thereto and/or Tenant's riverboat gaming
enterprise  (all  such  taxes,  assessments,  water,  fire line, steam and sewer
rents,  fees,  rates  and  charges,  levies,  license  and permit fees and other
governmental  charges being hereinafter referred to as "Impositions," and any of
the  same  being hereinafter referred to as an "Imposition"); provided, however,
that

(a)     if,  by  law, any Imposition may, at the option of the taxpayer, be paid
in  installments,  Tenant may pay the same in equal installments over the period
of time allowed under the terms thereof, provided, however that Tenant shall pay
all  such  installments  remaining  unpaid  at  the  expiration  or earlier
termination  of  the  Term  of  this  Lease or any properly exercised renewal or
extension  thereof;  and

(b)     all Impositions for the calendar or tax years in which the Commencement
Date occurs and the Term or any renewal term ends shall be apportioned so that
Tenant shall pay only those portions thereof which correspond with the portion
of said calendar years as are within the Term and/or any renewal or extension
thereof and are payable by Tenant hereunder.

Section  3.02     FURNISHED  RECEIPTS.  Tenant,  upon request of Landlord, shall
                  -------------------
furnish  to  Landlord or, if requested by Landlord, to City and/or any mortgagee
of  Landlord,  within  thirty (30) days after the date when any Imposition would
become delinquent, official receipts of payment issued by the appropriate taxing
authority,  or  other  evidence  satisfactory to Landlord, City and/or such
mortgagee,  evidencing  the  payment  thereof.
<PAGE>

Section 3.03     SEEKING OF REDUCTION OF IMPOSITIONS BY TENANT. Tenant shall be
                 ---------------------------------------------
entitled to seek a reduction in the valuation of the Demised Premises for tax
purposes and to contest in good faith by appropriate proceedings, at Tenant's
sole cost and expense, and at no cost or expense to Landlord, the amount, rate,
or validity in whole or in part of any Imposition, and if permitted by law may
defer payment thereof, so long as no interest or penalty shall accrue thereon or
with respect thereto or provided that such interest or penalty is deposited with
Landlord or such taxing authority by Tenant to protect Landlord's interest if
Tenant does not prevail in such proceeding.

Section 3.04     JOINING OF LANDLORD. Landlord shall not be required to join in
                 -------------------
any proceedings to contest any Imposition unless the provisions of any law, rule
or regulation at the time in effect shall require that such proceedings be
brought by or in the name of Landlord, in which event Landlord shall join in
such proceedings or permit the same to be brought in its name. Landlord shall
not ultimately be subjected to any liability for the payment of any costs or
expenses in connection with any such proceedings, and Tenant shall protect,
defend, indemnify and hold Landlord harmless from any such costs and expenses.
Tenant shall be entitled to any refund of any Imposition and penalties or
interest thereon which are recovered by Landlord and which have already been
paid by Tenant, or which have been paid by Landlord and previously reimbursed in
full by Tenant.

Section 3.05     PRIMA FACIE EVIDENCE. The certificate, advice, receipt or bill
                 --------------------
of the appropriate official designated by law to make or issue the same or to
receive payment of any Imposition or of non-payment of such Imposition shall be
prima facie evidence that such Imposition is due and unpaid or has been paid at
----- -----
the time of the making or issuance of such certificate, advice, receipt or bill.

Section 3.06     UTILITIES. During the Term hereof, and any renewals thereof,
                 ---------
Tenant shall be responsible for obtaining, maintaining, supplying and paying for
all utilities required for operation of its business on and in connection with
the Demised Premises and shall make all payments for or with respect to the same
on a timely basis.  Such payments as and when due shall also be considered
"Impositions" hereunder.

                                   ARTICLE IV.
                                    Surrender

Section  4.01     REMOVAL  OF  PERSONALTY  AND  FIXTURES.  The  Riverboat Gaming
                  --------------------------------------
Facility, together with its contents and including trade fixtures and personalty
shall, until termination of this Agreement, be the absolute property of the
Tenant.  Following the termination of this Agreement, Tenant shall have a period
of  sixty  days  (60)  in  which  to  remove all or part of the furniture, trade
fixtures  and  business equipment within the Riverboat Gaming Facility ("Removal
Period").  Tenant's  furniture,  trade  fixtures  and  business  equipment shall
include and be limited to the following: (1) all gaming equipment including slot
machines, table games (Blackjack, Craps, Poker, Mini Baccarat), slot bases, slot
systems  (tracking,  data and communications), cards, chips, cups, etc.; (2) All
gaming-related  furnishings, fixtures and equipment including tables, chairs and
stools;  (3)  unattached casino bar equipment and related items (e.g. mixers and
blenders),  office furniture and portable panel systems and equipment other than
that  located in general business offices; (4) All computers and equipment other
than  that  located  in  general  business offices (5) All interior and exterior
signage  (attached  and  freestanding);  (6)  All  security and surveillance and
specialized  audio visual equipment and systems related to casino operation only
and not to any portion of the Demised Premises as a structure; (7) All (i) other
special  decorative  elements  and  (ii)  advertising  elements,  related  to or
expressing  the  brand name of Tenant or concerning Tenant's corporate identity;
(8)  reader  or  other  message type boards whether installed on the interior or
exterior and (9) special decorative doors, windows or lighting fixtures but only
if  Tenant  on  such  removal  replaces  such  items  with  items  of comparable
functional  and  decorative  quality. In addition, Tenant will reasonably repair
any material damage to the Riverboat Gaming Facility caused by Tenant's exercise
of  its  right  to  remove  Tenant's Personalty and Fixtures. Provided, however,
Tenant  shall not have the right to remove any: (i) wiring or other apparatus or
devise  (including that for general building security systems) that is installed
within  the  walls,  floors  or  ceilings  of the Riverboat Gaming Facility on a
permanent  or  semi-permanent basis, or (ii) signage that is of a generic nature
such  as that for exits and restrooms. All of the above is referred to herein as
"Tenant's  Personalty  and  Fixtures".  Following  Removal Period and subject to
Tenant's  absolute  right  to  remove  Tenant's  Personalty  and  Fixtures,  any
furniture,  trade fixtures and business equipment remaining within the Riverboat
Gaming  Facility  following  the  Removal  Period  shall  become the property of
Landlord  and  Tenant  shall  transfer  all  title and interest in the Riverboat
Gaming  Facility  and  remaining personalty, equipment and fixtures to Landlord.
<PAGE>

Section 4.02     SURRENDER AND DELIVERY OF DEMISED PREMISES.  Except as is
                 ------------------------------------------
herein otherwise provided, Tenant shall on the last day of the Term hereof, or
any valid renewal or extension thereof, or upon the date of any earlier
termination of this Lease, will and truly surrender and deliver up the Demised
Premises and the Easements to the possession and use of Landlord without fraud
or delay and in good order, condition and repair, except for reasonable wear and
tear after the last necessary repair, replacement, restoration or renewal made
by Tenant pursuant to its obligations, or the obligations of any of its
subtenants, franchisees, licensees or invitees hereunder, and the transfer to
Landlord of any reserve accounts with respect thereto, free and clear of all
lettings and occupancies other than subleases then immediately terminable at the
option of the Landlord or subleases to which Landlord shall have specifically
consented, and free and clear of all liens and encumbrances other than those, if
any, presently existing, or hereafter created and specifically consented to in
writing by Landlord, without any payment or allowance whatever by Landlord for
or on account of any improvements which may then be on the Demised Premises.

Section 4.03     PERSONAL PROPERTY NOT REMOVED. Any personal property of Tenant
                 -----------------------------
which shall remain in or on the Demised Premises after the expiration of the
Removal Period may, at the option of Landlord, be deemed to have been abandoned
by Tenant and either may be retained by Landlord as its property or be disposed
of, without accountability, in such manner as Landlord may see fit, or if
Landlord shall give written notice to Tenant to such effect, such property shall
be immediately removed by Tenant at Tenant's sole cost and expense. Upon
entering into any agreement with any subleasee, licensee, franchise or other
operator which occupies or is entitled to place any personal property on or in
the Demised Premises, Tenant shall advise Landlord of same (appropriately
redacted by Tenant to protect proprietary or confidential information) and
furnish to Landlord a copy of the agreement between Tenant and such party, so
that Landlord may notify such third party of Landlord's right to any personal
property remaining in or an the Demised Premises after the end of the Renewal
Period.

Section 4.04     LANDLORD NOT RESPONSIBLE. Landlord shall not be responsible for
                 ------------------------
any loss or damage occurring to any personal property owned by Tenant or any
sublessee, licensee or franchisee of Tenant or any of their respective
suppliers, customers or invitees.
<PAGE>

Section 4.05     FULL REPLACEMENT COST INSURANCE. The provisions of this Article
                 -------------------------------
IV shall survive any termination of this Lease.

                                ARTICLE V.
                                Insurance

Section  5.01     FULL  REPLACEMENT COST INSURANCE. Tenant, at its sole cost and
                  --------------------------------
expense  and  at  no  cost  or  expense  to  Landlord,  shall  keep  all  of the
improvements  on  the  Demised  Premises  (now or hereafter existing) or used in
connection  therewith  including,  without  limitation  the  Riverboat  Gaming
Facility,  insured,  during  the  Term  and  each renewal and extension thereof,
against  any  loss or damage by fire, flood, earthquake and all other casualties
and  perils, and including, without limitation, all other perils as are included
within what is commonly known as "all risk coverage" for any improvements on the
Demised  Premises,  as  the  same  shall from time to time be customary for
premises  similarly situated in Kansas City, Jackson County, Missouri, with full
replacement  cost  insurance, in amounts sufficient to prevent City, Landlord or
Tenant  from  being  or  becoming a co-insurer within the terms of the policy or
policies  in  question and in no event less than the full replacement cost value
thereof,  exclusive  of the cost of foundations, excavations, and footings below
the  lowest  basement  floor,  and  without  any  deduction  being  made  for
depreciation.  Such full replacement cost value shall be determined from time to
time,  but not more frequently than once in any twelve (12) consecutive calendar
months,  at  the  request  of Landlord, by an appraiser, architect, ship builder
and/or contractor or one or more of same, as applicable, who shall be acceptable
to  Landlord  in  its  sole  discretion.  No omission on the part of Landlord to
request any such determination shall relieve Tenant of its obligation hereunder.

Section 5.02     OTHER INSURANCE. Tenant, at its sole cost and expense and at no
                 ---------------
cost or expense to Landlord, shall maintain during the Term and all renewals
thereof:

(a)     for  the mutual benefit of City, Landlord and Tenant, general commercial
(comprehensive)  public  liability insurance, and specifically including but not
being  limited to indemnity insurance against claims for personal injury, bodily
injury, death or property damage, occurring upon, in or about or adjacent to the
Demised  Premises, and/or any adjacent public improvements, garage, bridge,
walkway  or elevators, and on, in or about the adjoining sidewalks, walkways and
passageways,  including, without limitation, insurance protecting against claims
for  personal injury, bodily injury or claim, death or property damage resulting
directly  or  indirectly  from  ownership, use, occupancy or maintenance thereof
including  any  change,  alteration,  improvement  or  repair thereof, to afford
protection  for  at  least  $200,000,000.00 to any one individual per occurrence
combined  single  limit  and  $200,000,000.00  in  the  aggregate;  and
<PAGE>

(b)     rental value insurance against loss of rental or other income to be
derived by Landlord from the operation of Tenant's business in connection with
the Demised Premises due to the risks referred to in Section 5.01 hereof
(including those embraced by "all perils coverage") in an amount sufficient to
prevent Tenant from becoming a co-insurer within the terms of the policy or
policies in question, but in no event in an amount or amounts less than the
aggregate amount of the Minimum Net Rent and Percentage Rent, the Additional
Rent payable hereunder for a period of one (1) year; and Tenant hereby assigns
to Landlord the proceeds of such insurance so that in the event the improvements
an the Demised Premises shall be destroyed or seriously damaged, such proceeds
shall be held as security for the payment of such sums due hereunder until the
restoration of such improvements and, as Tenant shall make payment of such sums
to Landlord, Landlord shall, if Tenant shall not then be in default under this
Lease, pay out to Tenant from said amount the sums which shall have been so paid
by insurance proceeds. Tenant may, at its election, carry such insurance as a
coverage contained in a business interruption insurance policy; and

(c)     such other insurance, and in such amounts, as may from time to time be
reasonably required by Landlord against other insurable hazards and liabilities
which at the time are customarily insured against in the case of premises and/or
business operations similarly situated in the State of Missouri, due regard
being or to be given to the type of improvements and the construction, use and
occupancy thereof, including but not being limited to workers' compensation and
other comparable insurance; and

(d)     with respect to any construction or remodeling of improvements on the
Demised Premises, Tenant shall provide or shall require that each contractor
performing such work shall carry and maintain, at no cost or expense to
Landlord, with customary deductibles:

(i)     commercial  (comprehensive)  liability  insurance,  including  (but  not
limited  to)  contractor's  liability  coverage, contractual liability coverage,
completed  operations  coverage,  broad  form  property  damage  endorsement and
contractor's  protective  liability coverage, to afford protection, with respect
to  personal  injury,  bodily  injury, death or property damage of not less than
$1,000,000.00  per  occurrence  combined  single  limit;  and

(ii)     comprehensive automobile liability insurance with limits for each
occurrence of not less than $1,000,000.00 combined single limit; and

(iii)     workers' compensation insurance or similar insurance in form and
amounts required by law, including employer's liability in the amount of not
less than $1,000,000.00 each occurrence, $1,000,000.00 by disease and
$1,000,000.00 each person by disease;

(iv)     Builder's risk insurance, insuring the Demised Premises and related
property under construction or remodeling of improvements thereon with limits
previously approved by Landlord; and

(v)     umbrella and excess umbrella insurance with limits previously approved
by Landlord.

(e)     The  amount of the coverages set out herein shall be subject to increase
or  decrease  at  the  time  of  each  renewal  of this Lease in accordance with
Consumer  Price  Index  provisions  of  Section  19.01  below.
<PAGE>

Section  5.03     TYPE  OF  POLICIES.
                  ------------------

A.     All  insurance  provided  for  in  this  Article  shall  be  effected and
continuously  maintained under valid and enforceable policies issued by insurers
of  recognized  responsibility licensed to do business in the State of Missouri,
or  be  a  recognized insurance facility, in either case acceptable to Landlord,
which  acceptance shall not be unreasonably withheld. Upon the execution of this
Lease,  and  thereafter  not less than fifteen (15) days prior to the expiration
dates of the expiring policies theretofore furnished pursuant to this Article V,
originals  or  binders  of  the policies (or, in the case of general public
liability  insurance, certificates of the insurers) bearing notations evidencing
the  payment  of premiums in full, or accompanied by other evidence satisfactory
to  Landlord  of  such  payment,  shall  be  delivered  by  Tenant  to Landlord.

B.     Nothing in this Article V shall prevent Tenant from taking out insurance
of the kind and in the amounts provided for under this Article V under a blanket
insurance policy or policies covering properties in addition to the Demised
Premises, provided, however, that any such policy or policies of blanket
insurance (i) shall specify therein, or Tenant shall furnish Landlord with a
written statement from the insurers under such policy or policies specifying,
the amount of the total insurance allocated to the Demised Premises, which
amounts shall not be less than the amounts required by Sections 5.01 and 5.02
hereof and (ii) with respect to property coverage, such amounts so specified
shall be sufficient to prevent any one of the insureds from becoming a
co-insurer within the terms of the applicable policy or policies, and provided
further, however, that any such policy or policies of blanket insurance, as to
the Demised Premises, shall otherwise comply as to endorsements and coverage
with the provisions of this Article.

Section  5.04     NAMED  INSURERS.
                  ---------------

A.     All policies of insurance provided for in this Article V shall name City,
     Landlord  and  Tenant  as  the  insured,  as their respective interests may
appear,  and  also  each  fee  and/or  each  leasehold  mortgagee of the Demised
Premises,  when  requested, as the interest of any such mortgagee may appear, by
standard mortgagee clause, if obtainable, provided that any such mortgagee shall
agree  that  the  proceeds of such insurance shall be applied in accordance with
this  Lease.  In  case  of  any  particular  casualty  resulting  in  damage  or
destruction  not  exceeding  $500,000.00  in  the aggregate, the loss under such
policies  shall  be  adjusted  by Tenant and the insurance companies. In case of
such  damage or destruction in excess of $500,000.00, the loss shall be adjusted
with  the  insurance  companies  by  Tenant  and  Landlord.  Notwithstanding the
foregoing,  Tenant  shall  adjust  any loss with respect to the Riverboat Gaming
Facility  unless  an  Event of Default shall exist and be uncured on the date of
any  such  loss,  in  which  case  any  such loss shall be adjusted by Landlord.

B.     All such policies shall provide that the loss, if any,. thereunder &hall
be adjusted and paid as hereinabove provided. Each such policy shall contain a
provision that no involuntary act or omission of Tenant or anyone operating
under rights granted by it shall affect or limit the obligation of the issuing
insurance company to so pay the amount of any loss sustained.

Section  5.05     CANCELLATION  NOTICE. Each such policy or certificate therefor
                  --------------------
issued by the insurer shall contain an agreement by the insurer that such policy
     shall  not  be  canceled or amended without at least thirty (30) days prior
written  notice  to  Landlord  and  wording  such  that  the insurer must notify
Landlord  of  any  such  impending  cancellation  or  amendment.
<PAGE>

         ARTICLE VI.     Landlord's Right to Perform Tenant's Covenants

Section 6.01     RIGHT TO MAKE PAYMENTS. If Tenant shall at any time fail to pay
                 ----------------------
     any  Imposition or utility cost or charge in accordance with the provisions
of  Article  III hereof, or to take out, pay for, maintain or deliver any of the
insurance  policies  or  certificates  thereof  or  as provided for in Article V
hereof , or shall fail to make any other payment or perform any other act on its
part  to  be  made  or performed under this Lease, then Landlord, after ten (10)
days  notice  to Tenant (or without notice in case of an emergency) and Tenant's
failure  to  cure  the same with the time period, if any, allowed for such cure,
and  without waiving or releasing Tenant from any obligation of Tenant contained
in  this  Lease  or  from  any  default  by Tenant hereunder and without waiving
Landlord's right to take such action as may be permissible under this Lease as a
result  of  such  default,  may  (but  shall  be  under  no  obligation  to):

(a)     pay  any  Imposition  or  other charge payable by Tenant pursuant to the
provisions  of  Article  III  hereof,  or

(b)     take out, pay for and maintain any of the insurance policies provided
for in Article V hereof, or

(c)     make any other payment or perform any other act on Tenant's part to be
made or performed under this Lease,
and  may enter upon the Demised Premises for any such purpose, and take all such
action  thereon,  as  may  be  necessary  therefor  or  in connection therewith.

Section  6.02     REPAYMENT  BY  TENANT. All sums so paid by Landlord under this
                  ---------------------
Article  VI  and or as a result of the exercise by Landlord of any of its rights
under  this  Article  VI,  and  all costs and expenses incurred by Landlord with
respect  thereto  or  in  connection  therewith,  including, without limitation,
reasonable  attorneys'  fees in connection with the performance of any such act,
together  with  interest  thereon  at  the  Interest  Rate from the date of such
payment  or  incurrence  by  Landlord of such cost and expense, shall constitute
Additional  Rent  payable by Tenant under this Lease and shall be paid by Tenant
to  Landlord  on  demand.

                                   ARTICLE VII.
                     Repairs and Maintenance of the Demised Premises

Section  7.01     REPAIRS.  Throughout  the  Term  of this Lease and any renewal
                  -------
thereof, Tenant shall, at its sole cost and expense and at no cost or expense to
Landlord,  take  good care of the Demised Premises and all improvements and
additions  thereon  or  thereto,  including,  without limitation, all alleyways,
walkways,  passageways,  sidewalks,  curbs  and  streets, parking facilities and
bridges  adjoining the same and shall keep the same in good order and condition,
except  for  reasonable  wear  and  tear  after  the  last  necessary  repair,
replacement,  restoration  or renewal made by Tenant pursuant to its obligations
hereunder,  and shall make all necessary repairs thereto, interior and exterior,
structural  and  non-structural,  ordinary  and  extraordinary, and foreseen and
unforeseen.  All repairs, replacements, restorations and renewals made by Tenant
shall  be  at least equal in quality and class to the original work with respect
thereto.
<PAGE>

Section 7.02     MAINTENANCE. Tenant shall at its sole cost and expense, and at
                 -----------
no cost or expense to Landlord, put, keep and maintain all portions of the
Demised Premises and the sidewalks, curbs, streets, bridges, alleyways, walkways
and passageways, bridges and parking facilities adjoining the same in a clean
and orderly condition, free of dirt, rubbish, snow, ice and unlawful
obstructions. Tenant shall also provide for structural maintenance, repair and
replacement of the portions of the Demised Premises normally requiring same.

Section 7.03     NO SERVICES FURNISHED. Landlord shall not be required to
                 ---------------------
furnish to Tenant any utilities, facilities or services of any kind whatsoever
during the Term hereof or any renewal thereof, such as, but not limited to,
water, steam, heat, gas, telephone, cable televisions, hot water, electricity,
light, and/or power. Landlord shall in no event be required to make any
alterations, rebuildings, replacements, changes, additions, improvements or
repairs during the Term of this Lease or any renewal thereof.

                                   ARTICLE VIII.
                  General and Specific Compliance with Laws, Insurance,
                    Development Agreement and Exhibits Thereto, Etc.

Section  8.01     GENERAL  COMPLIANCE. Throughout the Term of this Lease and any
                  -------------------
renewal  thereof, Tenant, at its sole cost and expense and at no cost or expense
to Landlord, shall promptly comply with all present and future laws, ordinances,
orders,  rules,  regulations  and  requirements  of  all federal, state and
municipal  governments,  departments,  commissions, boards and officers, and all
other  body  or  bodies  exercising  similar  functions, foreseen or unforeseen,
ordinary  as  well  as  extraordinary,  which  'may be applicable to the Demised
Premises  and  the  Easements  or  any  portion  thereof,  and/or the sidewalks,
alleyways,  walkways,  passageway  &,  curbs,  streets,  parking  facilities and
bridges  adjoining  the  same  or  to  the  use  or manner of use of the Demised
Premises  and  the  Easements or any portion thereof, or the owners or occupants
thereof,  including  but  not  limited  to the operation of any Riverboat Gaming
Facility  used in connection therewith and the operation of any riverboat gaming
enterprise in connection with the Demised Premises and the Easements, whether or
not  such  compliance  is  required  by  reason  of  any  condition,  event  or
circumstance  existing  prior  to  or  after the commencement of the Term or any
renewal  thereof.  Provided,  however,  that  nothing  in  this  Lease  shall be
construed  to  invalidate the Frustration of Purpose provisions found in Section
5.7  of  the  Development  Agreement,  which  provisions are hereby incorporated
herein  by  reference.

Section 8.02     SPECIFIC COMPLIANCE. Notwithstanding the foregoing or anything
                 -------------------
else contained in this Lease to the contrary, and not intending to limit the
same, Tenant agrees that after its improvement and/or construction of
improvements on the Demised Premises, or the modification of same, Tenant shall
do and/or comply with each and all of the following:

8.02.1     Building  Laws.  Such  improvements  and  their  use  by  Tenant, its
           --------------
sublessees,  franchisees,  licensees  and  its  and/or  their respective agents,
employees,  contractors  or invitees, shall comply fully with all environmental,
air  quality,  zoning,  flood  plain,  planning,  subdivision, building, health,
labor,  discrimination,  fire,  traffic,  safety,  wetlands, shoreline and other
governmental  and  regulatory  rules,  laws,  ordinances,  statutes,  codes  and
requirements  applicable  to  the  Demised  Premises  or  any  portion  thereof,
including, without limitation, the Fair Housing Act of 1968 (as amended) and the
Americans with Disabilities Act of 1990 (collectively, the "Building Laws").
<PAGE>

  Tenant  shall  obtain such final certificates as may be required or customary
and  evidencing  compliance with all building codes and permits, and approval of
full  occupancy  of  such  improvements  (as  improved) and of all installations
therein  or  improvements thereto. Tenant shall cause the Demised Premises to be
continuously in compliance with all Building Laws (as the same may be amended or
enacted  from  time  to  time).  Tenant agrees to protect, defend, (with counsel
reasonably  satisfactory  to  Landlord) indemnify and hold City and Landlord and
Landlord's  Commissioners,  officers, employees, contractors and agents harmless
from  and against all liability threatened against or suffered by them or either
of  them by reason of a breach by Tenant of any of the foregoing representations
and  warranties contained herein. The foregoing indemnity shall include the cost
of  all  alterations to the Demised Premises (including, without limitation, all
architectural,  engineering,  legal  and  accounting costs), all fines, fees and
penalties,  and  all  legal  and  other expenses (including, without limitation,
reasonable attorneys' fees), incurred in connection with the Demised Premises or
any  portion thereof, being in violation of any Building Law and for the cost of
collection  of  the  sums.  due  under  this  indemnity.

8.02.2     Toxic/Hazardous Substances; Tenant's Responsibilities. With respect
           -----------------------------------------------------
to environmental liabilities and risks, the following shall apply:

(i)     Definitions.  "Toxic  or  Hazardous  Substances"  shall  be  interpreted
        -----------
broadly  to  include,  but  not be limited to, any material or substance that is
defined  or  classified  under federal, state or local laws as: (a) a "hazardous
substance"  pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation  and  Liability  Act,  42  U.S.C.  9601(14), or  311 of the Federal
Water Pollution Control Act, 33 U.S.C.  1321, as now or hereafter amended; (b) a
"hazardous  waste"  pursuant to  1004 or  3001 of the Resource Conservation
and  Recovery  Act,  42  U.S.C.  6921, as now or hereafter amended; (c) a "toxic
pollutant"  under  307  (1)  (a)  of the Federal Water Pollution Control Act, 33
U.S.C.  1317(l)(a), as now or hereafter amended; (d) a "hazardous air pollutant"
under  112  of  the Clean Air Act, 42 U.S.C.  7412, as now or hereafter amended;
(e)  a  "hazardous material" under the Hazardous Material Transportation Act, 49
U.S.C.  1802(2), as now or hereafter amended; (f) toxic or hazardous pursuant to
regulations  promulgated  now or hereafter under any of the aforementioned laws;
or  (g)  presenting  a  risk  to  human  health  or  the environment under other
applicable federal, state or local laws, ordinances or regulations, as now or as
may  be  passed  or  promulgated  in the future. "Toxic or Hazardous Substances"
shall  also  'mean  any substance that after release in the environment and upon
exposure,  ingestion,  inhalation  or  assimilation,  either  directly  from the
environment or directly by ingestion through food chains, will or may reasonably
be  anticipated  to  cause  death,  disease,  behavior  abnormalities, cancer or
genetic abnormalities. "Toxic or Hazardous Substance" specifically includes, but
is  not  limited  to, asbestos, polychlorinated biphenyls (PCBs) , petroleum and
petroleum  based  derivatives,  and  urea  formaldehyde.
<PAGE>

(ii)     Use Restrictions/Compliance with Applicable Laws. Tenant, its
          ------------------------------------------------
sublessees, franchisees, licensees, and its and their respective agents,
employees, contractors and invitees, shall not use the Demised Premises in a
manner that violates any applicable federal, state or local law, regulation or
ordinance, including, but not limited to, any such law, regulation or ordinance
pertaining to air and water quality, the handling, transportation, storage,
treatment, usage or disposal of Toxic or Hazardous Substances, air emissions,
other environmental matters or any zoning and/or other land use matters. Tenant
shall not cause or permit the release or disposal of any Toxic or Hazardous
Substance on or from the Demised Premises. Tenant shall obtain prior written
approval from Landlord before causing or permitting any Toxic or Hazardous
Substance to be brought upon, kept or used in or about the Demised Premises by
Tenant, its sublessees, franchisees, licensees, and/or its or their respective
agents, employees, contractors or invitees.

(iii)     Representations and Warranties. Tenant represents and warrants to
          ------------------------------
Landlord that:

a.     Tenant  is  financially  capable of performing and satisfying in full its
obligations  pursuant  to  this Lease, including the provisions of this Article.

b.     Tenant is not in violation of, or subject to, any existing, pending or
threatened investigation by any governmental authority under any applicable
federal state or local law, regulation or ordinance pertaining to air and water
quality, the handling, transportation, storage, treatment, usage or disposal of
Toxic or Hazardous Substances, air emissions, other environmental matters, or
any zoning or other land use matter.

c.     Prior to the signing of this Amended and Restated Lease Agreement, Tenant
has made 'all appropriate inquiry,' into the previous ownership and uses of the
Demised Premises within the meaning of the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, or any other environmental law
described or referred to herein. Based on the conclusions reached by its
environmental consultant after performing a site assessment and based on
Landlord's representations and warranties herein, Tenant does not know and has
no reason to know or suspect that any Toxic or Hazardous substance has been
disposed of or released on, in or at the Demised Premises.

d.     Tenant's intended use of the Demised Premises will not result in the
disposal or release of any Toxic or Hazardous Substance on or to the Demised
Premises or adjacent river.

e.     Tenant does not and will not use any Toxic or Hazardous Substance on the
Demised Premises or adjacent river without the prior written approval of
Landlord.
<PAGE>

f.     Tenant will not change its intended use of the Demised Premises or the
nature of its said operations in connection therewith without prior notice to,
and written approval of, Landlord.

(iv)     Indemnities  and  Financial  Assurances.  Tenant  agrees  to  protect,
         ---------------------------------------
indemnify,  defend  (with  counsel reasonably satisfactory to Landlord) and hold
City  and  Landlord  and  all  of  their  respective  commissioners,  officers,
employees,  contractors  and agents harmless from any and all claims, judgments,
damages,  penalties,  fines,  expenses, liabilities and losses arising during or
after  the  Term  of  this  Lease  or any renewals thereof, out of or in any way
relating  to  the  presence,  release  or  disposal  of  any  Toxic or Hazardous
substance on or from all or any portion of the Demised Premises or the Easements
if  such  Toxic  or Hazardous Substance is proved to be first present after
the  Commencement  Date  solely  as  a  result  of the actions of Tenant (or its
employees,  contractors  or  agents)  or  a  third  party  or to a breach of the
environmental  warranties  made  by  Tenant  in this Lease. Such indemnity shall
include,  without limitation, all costs incurred in connection with any Toxic or
Hazardous  Substance  present on or under the Demised Premises or adjacent river
as  a  result of any discharge, dumping or spilling (accidental or otherwise) on
the  Demised  Premises  or  in  the  adjacent river after the Commencement Date.

     To  the extent directly involved with an indemnifiable occurrence described
above,  the  indemnification  provided  by  this Article shall also specifically
cover,  without  limitation,  all  costs  incurred  in  connection  with  any
investigation  of  site  conditions  or  any  cleanup,  remedial,  removal  and
restoration  work required by any federal, state or local governmental agency or
political  subdivision or other third party because of the presence or suspected
presence  of  any Toxic or Hazardous Substance in the soil, groundwater, or soil
vapor  on  or  under  the Demised Premises and/or adjacent river. Such costs may
include, but not be limited to, diminution in the value of the Demised Premises,
damages  for  the  loss or restriction on use of rentable or useable space or of
any  amenity  of  the  Demised  Premises,  sums  paid  in settlements of claims,
attorneys'  fees, consultants fees, and expert fees. The foregoing environmental
indemnity  shall  survive  the  expiration  or earlier termination of this Lease
and/or  any  transfer  of  all or any portion of the Demised Premises, or of any
interest  in  this  Lease.

(v)     Notification  Requirements.  Tenant  shall  promptly  notify Landlord in
        --------------------------
writing  of  all  spills  or  releases  of any Toxic or Hazardous Substance, all
failures  to  comply  with  any  federal,  state,  or  local  law, regulation or
ordinance,  all inspections of the Demised Premises and/or adjacent river by any
regulatory  entity  concerning  the  same,  all  notices,  orders,  fines  and
communications  of  any  kind  from  any governmental entity or third party that
relate  to the existence of or potential for environmental pollution of any kind
existing  on  or  resulting  from the use of the Demised Premises or any portion
thereof  and/or  adjacent  river,  or  any  activity conducted thereon, and. all
responses  or  interim cleanup action taken by or proposed to be taken by Tenant
or any government entity or private party on the Demised Premises or any portion
thereof  or  adjacent  river.
<PAGE>

     Upon  request  by  Landlord,  Tenant  shall provide Landlord with a written
report  (a) listing each Toxic or Hazardous Substance that was/is used or stored
on  the  Demised Premises; (b) discussing all releases of any Toxic or Hazardous
Substance  that  occurred  or  were  discovered  on the Demised Premises and all
compliance  activities  related to such Toxic or Hazardous Substance or adjacent
river,  including  all  contacts  with  and  all requests from third parties for
cleanup  or compliance; (c) providing copies of all permits, manifests, business
plans,  consent agreements or other contracts relating to any Toxic or Hazardous
Substance  executed  or  requested  during  the  time  period requested; and (d)
including such other information as may be reasonably requested by Landlord. The
report  shall include copies of all documents and correspondence related to such
activities  and  written  reports  of  verbal  contacts.

(vi)     Inspection  Rights.  Landlord, its officers, employees, contractors and
         ------------------
agents  shall  have the right, but not the duty, to inspect the Demised Premises
and  Tenant's  relevant  environmental  and  land  use documents upon reasonable
notice  to  Tenant  and  to  perform  such  tests on the Demised Premises and/or
adjacent  river  as  are  reasonably  necessary  to  determine whether Tenant is
complying  with  the terms of this Lease. Tenant shall be responsible for paying
for  any  testing  that  is  conducted if it is determined that Tenant is not in
compliance  with  this  Lease  due  to  Tenant's  or  any  of  its  sublessee's,
franchisee's  or  licensee's  operations  or  use of the Demised Premises and/or
adjacent  river.

8.02.3     Toxic/Hazardous  Substances;  Landlord  Responsibilities.
           --------------------------------------------------------

(i)     Landlord  hereby  represents  and warrants to Tenant that to the best of
its  knowledge and based on The Phase II Environmental Report dated November 23,
1994  by  Woodward-Clyde  Consultants  and  prepared  on  behalf  of  Tenant:

a.     No  Toxic  or  Hazardous  Substance is present on, in, under or migrating
onto  or  from  the  Demised  Premises;

b.     There has been no release or discharge, or threat of release or
discharge, of any Toxic or Hazardous substance on, in, under or migrating onto
or from the Demised Premises;

c.     The Demised Premises and any previous or current uses and operations
concerning the Demised Premises are not in violation of any applicable federal,
state or local statute, ordinance, law, regulation, consent decree,
administrative order, guidance document, remediation directive, or common law
relating to the public health and safety and protection of the environment
(hereinafter "Environmental Law");

d.     Landlord has no actual or constructive knowledge of any notice of any
governmental entity or third party claiming that the Demised Premises or any
uses of and operations on or of the Demised Premises have resulted in any
violation of any Environmental Law;
<PAGE>

e.     No litigation is pending or proposed, threatened, or anticipated with
respect to any Toxic or Hazardous Substance at the Demised Premises or any
proposed use thereon or thereto; and

f.     No underground storage tank containing petroleum or any other Toxic or
Hazardous Substance is or was located on or under the Demised Premises at any
time.

(ii)     Indemnities  and  Financial  Assurances.  Landlord  agrees  to protect,
         ---------------------------------------
indemnify,  defend  (with  counsel reasonably satisfactory to Tenant) , and hold
Tenant  and all of its officers, employees, contractors and agents harmless from
any  and all claims, judgments, damages, penalties, fines, expenses, liabilities
and  losses  arising  during  or  after  the  Term of this Lease or any renewals
thereof,  out of or in any way relating to (1) the presence, release or disposal
of any Toxic or Hazardous Substance on or from all or any portion of the Demised
Premises  or  the  Easements,  unless  such Toxic or Hazardous Substance is
proved to be first present after the Commencement Date solely as a result of the
actions of Tenant (or its officers, employees, contractors or agents) or a third
party;  or  (2)  the  breach of the environmental warranties made by Landlord in
this  Lease;  or  (3)  the  underground  abandoned  oil  pipeline  identified by
Woodward-Clyde  Consultants  in that certain Phase 11 Environmental Report dated
November  23,  1994, and prepared by Woodward-Clyde on behalf of Tenant, and any
related Toxic or Hazardous Substances. To the extent directly involved within an
indemnifiable  occurrence  described above, the indemnification provided by this
Article shall also specifically cover, without limitation, all costs incurred in
connection  with  any investigation of site conditions or any cleanup, remedial,
removal or restoration work required by any federal, state or local governmental
agency  or political subdivision or other third party because of the presence or
suspected presence of any Toxic or Hazardous Substance in the soil, groundwater,
or  soil  vapor  or  under  the  Demised Premises, the Easements and/or adjacent
river. Such costs may include, but not be limited to, diminution in the value of
the  Demised  Premises and the Easements, damages for the loss or restriction on
use  of  rentable or useable space or of any amenity of the Demised Premises and
the  Easements, sums paid in settlement of claims, attorneys' fees, consultants'
fees  and  expert  fees. The foregoing environmental indemnity shall survive the
expiration  or  earlier  termination of this Lease and/or any transfer of all or
any  portion  of the Demised Premises, the Easements, or of any interest in this
Lease.
<PAGE>

Section  8.03     COMPLIANCE  WITH  INSURANCE. Tenant shall likewise observe and
                  ---------------------------
comply  with  the  requirements  of  all insurance policies of public liability,
property  and  all other policies of insurance required to be supplied by Tenant
and  at any time in force with respect to the Demised Premises or the Easements,
whether  or  not  such  observance  or  compliance  is required by reason of any
condition,  event  or  circumstance  existing prior to or after the Commencement
Date,  and  Tenant shall, upon learning of the existence of any violation or any
attempted  violation  of  any of the provisions of this Article of this Lease by
any  other  person  or  entity,  take  steps, immediately upon knowledge of such
violation  or attempted violation, to remedy or prevent the same as the case may
be.

Section 8.04     COMPLIANCE WITH DEVELOPMENT AGREEMENT. Tenant shall strictly
                 -------------------------------------
observe and fully comply with all of the requirements, terms and conditions of
the Development Agreement and all Exhibits thereto.

Section 8.05     CONTEST OF LAWS. Tenant shall have the right, after prior
                 ---------------
written notice to Landlord, to contest by appropriate administrative and/or
legal proceedings, diligently conducted in good faith, in the name of Tenant or
Landlord or both, without cost or expense to Landlord and/or the City, the
validity or application of any law, ordinance, order, rule, regulation or
requirement of the nature referred to herein, subject to the following:

(a)     if  by  the terms of any such law, ordinance, order, rule, regulation or
requirement, compliance therewith pending the prosecution of any such proceeding
may  legally  be  delayed  without  the  incurrence  of any lien, charge or
liability  of  any kind against the Demised Premises, the Easements, or any part
thereof  or  operation  of the Riverboat Gaming Facility, and without subjecting
Tenant  or  Landlord  and/or  the  City to any liability, civil or criminal, for
failure so to comply therewith, Tenant may delay compliance therewith until the!
final  determination  of  such  proceeding;  or

(b)     if any lien, charge or civil liability would be incurred by reason of
any such delay, Tenant nevertheless may contest as aforesaid and delay as
aforesaid, provided that such delay would not subject Landlord and/or the City
to criminal liability or fine, and Tenant (i) furnishes to Landlord security,
reasonably satisfactory to Landlord, against any loss or injury by reason of
such contest or delay, and (ii) prosecutes the contest with due diligence.
Landlord,  without  cost  to  it,  shall,  subject to the foregoing, execute and
deliver  any  appropriate  documents  and  instruments  which  may be reasonably
requested  by  Tenant  in  order  to permit Tenant to so contest the validity or
application  of any such law, ordinance, order, rule, regulation or requirement.

                                   ARTICLE IX.
                               Improvements, Etc.

Section  9.01     IMPROVEMENTS.  Tenant shall construct the Site Improvements as
                  ------------
that term is defined in the Development Agreement. All construction, improvement
or  renovation  of  or to the improvements by Tenant pursuant to this Lease
shall  be  done  in strict and full compliance with all provisions hereof and of
the  Development  Agreement, shall be commenced within sixty (60) days after the
execution of the Contingencies Waiver Addendum, subject to the provisions in the
Development  Agreement  made  for  Unavoidable Delays as that term is defined in
Section  5.4  of the Development Agreement, and shall be completed in accordance
with  Critical  Path  timing  requirements  of  the  Development  Agreement.
<PAGE>

Section 9.02     TITLE TO TENANT'S PERSONALTY AND FIXTURES. Title to Tenant's
                 -----------------------------------------
Personalty and Fixtures shall at all times during the Term of this Lease be that
of the Tenant. Title to all other Site Improvements including the Riverboat
Gaming Facility, any equipment and/or appurtenances thereto and all changes,
additions and alterations therein and all renewals and replacements thereof,
when made, erected, constructed, installed or placed upon the Demised Premises
or the Easements by Tenant shall be the property of the Landlord.

Section 9.03     DESTRUCTION/DAMAGE. If any of the improvements as erected and
                 ------------------
constructed on the Demised Premises hereunder or under the Development Agreement
shall be substantially damaged by f ire or other casualty or as a result of a
taking mentioned herein, the provisions hereof shall govern.

Section 9.04     CHANGES AND ALTERATIONS. Tenant shall erect new buildings or
                 -----------------------
improvements on the Demised. Premises, the Easements, and/or make changes or
additions to existing improvements thereon only subject to, and in compliance
with, the provisions hereof and the relevant provisions of the Development
Agreement. Before beginning any such improvement and/or construction, Tenant
shall submit to Landlord a copy of the plans and specifications for same, and
any amendments thereto, together with an estimate which shall show in reasonable
detail, allocated among the various trades, the approximate cost of same. Such
plans and specifications shall comply with all relevant legal requirements, the
provisions hereof, and of the relevant provisions of the Development Agreement.

Section 9.05     PERFORMANCE BOND. Before beginning the addition or change to
                 ----------------
any improvements which may at any time be on, adjacent to, or a part of the
Demised Premises, or the construction of any new building or other improvement
with respect thereto, Tenant will comply with all performance bond requirements
of City and/or other governmental authorities having jurisdiction with respect
thereto.

Section 9.06     INSURANCE ENDORSEMENTS. Before making any such change or
                 ----------------------
alteration or before beginning the letting of any contracts relating to the
construction of any new improvement on the Demised Premises, Tenant shall supply
Landlord with such endorsements to the existing insurance policies by Tenant as
shall be necessary to covet the contemplated work.

Section 9.07     ADDITIONAL IMPROVEMENTS. If, after satisfactory completion of
                 -----------------------
all work to be done by it hereunder and under the Development Agreement, Tenant
desires to alter, enlarge or structurally change any improvements then on the
Demised Premises, Tenant may do so provided that Landlord has first approved in
writing Tenant's written plans and specifications for same, which approval shall
not be unreasonably withheld by Landlord if Tenant performs the same subject to
the provisions of this Lease and in particular this Article IX, as if such
additional work were called for under the Development Agreement.

Section 9.08     COMPLIANCE WITH LAWS. All improvements and/or additions made
                 --------------------
and/or erected hereunder shall be designed, constructed and completed in
compliance with all requirements of law and with all ordinances, regulations and
orders of any and all Federal, State, County and Municipal and other public
authorities relating thereto. on completion of same, Tenant will procure a final
Certificate of occupancy and deliver to Landlord the original or a copy thereof.

Section 9.09     SURRENDER OF IMPROVEMENTS. Any and all buildings, structures,
                 -------------------------
alterations, additions and improvements upon the Demised Premises and the
Easements, at the expiration or sooner termination of this Lease, shall then
become the property of Landlord and shall be surrendered in accordance with the
provisions hereof.
<PAGE>

                                   ARTICLE X.
                               Discharge of Liens

Section  10.01     NO  LIENS. Tenant shall not create or permit to be created or
                   ---------
to  remain,  and  shall  discharge,  any  and  all  mechanic's,  laborer's  or
materialman's  liens  and  any  and  all  conditional  sale,  title  retention
agreements,  chattel mortgages or security interests, which might be or become a
lien,  encumbrance  or charge upon or claim against the Demised Premises and the
Easements  or  any  part  thereof  and having any priority or preference over or
ranking  on  a  parity  with  the estate, rights and interest of Landlord in the
Demised  Premises  or  any  part  thereof.

Section 10.02     DEFENSE OF LIEN CLAIM. If any mechanic's, laborer's,
                  ---------------------
architect's, engineer's, materialman's or nurseryman's lien shall at any time be
filed against the Demised Premises and the Easements or any part thereof,
Tenant, within ten (10) days after notice of the filing thereof, shall cause the
same to be discharged of record by payment, deposit, bond, order of a court of
competent jurisdiction, or otherwise. if Tenant shall fail to cause such lien to
be so discharged within the period aforesaid, then, in addition to any other
right or remedy hereunder, Landlord, after ten (10) days,' notice to Tenant,
may, but shall not be obligated to, discharge the same either by paying the
amount claimed to be due or by procuring the discharge of such lien by deposit
or by bonding proceedings, and in any such event Landlord shall be entitled, if
Landlord so elects, to compel the prosecution of an action for the foreclosure
of such lien by the lienor and to pay the amount of the judgment in favor of the
lienor with interest, costs and allowances. Any amount so paid by Landlord and
all costs and expenses incurred by Landlord in connection therewith, together
with interest thereon at the Interest Rate (as defined herein) per annum, from
the respective dates of Landlord's making of the payment or incurring of the
cost and expense shall constitute Additional Rent payable by Tenant under this
Lease and shall be paid by Tenant to Landlord on demand.

Section 10.03     NO CONSENT. Nothing in this Lease contained shall be deemed or
                  ----------
construed in any way as constituting the consent or request of Landlord, express
or implied, by inference or otherwise, to any contractor, subcontractor,
laborer, supplier or materialman for the performance of any labor or the
furnishing of any materials for any specific improvement, alteration to or
repair of the Demised Premises, the Easements, or any part of either of same.

                                  ARTICLE XI.
                                   No Waste

     Tenant  shall  not do or suffer any material waste or damage, disfigurement
or  injury  to  the  Demised  Premises  or  any  part  thereof.
<PAGE>

                                  ARTICLE XII.
                                Use of Property

Section  12.01     PROPER  USE.  Tenant  shall  not  use  or  allow  the Demised
                   -----------
Premises,  the  Easements,  or  any  improvements  thereon  or any appurtenances
thereto,  for  any  unlawful  purpose  or  in  violation  of  any certificate of
occupancy  or  license  covering or affecting the use of the Demised Premises or
the Easements or which may, by law, constitute a nuisance, public or private, or
which  may  make  void or voidable any insurance then in force with respect
thereto.

Section 12.02     PROHIBITED US.  Tenant shall not suffer or permit the Demised
                  -------------
Premises or any portion thereof to be used by the public as such, without
restriction or in such manner as might reasonably tend to impair Landlord's or
City's title to the Demised Premises and the Easements or any portion thereof,
or in such manner as might reasonably make possible a claim or claims of adverse
usage, adverse possession or prescription by the public, as such, or of implied
dedication, of the Demised Premises and the Easements or any portion thereof.
Tenant hereby acknowledges that Landlord does not hereby consent, expressly or
by implication, to the unrestricted use or possession of the whole or any
portion of the Demised Premises by the public, as such.

                                ARTICLE XIII.
                    Entry on Demised Premises by Landlord

Section  13.01     RIGHT  TO  ENTER.  Tenant  shall  permit  Landlord  and  its
                   ----------------
authorized representatives to enter the Demised Premises at all reasonable times
for  the  purpose  of  (a)  inspecting  the  same, and (b) making necessary
repairs  by  reason  of Tenant's failure to make any such repairs or perform any
such work or to commence the same within ten (10) days after written notice from
Landlord  (or  without notice in case of emergency).  Nothing herein shall imply
any  duty upon the part of Landlord to do any such work, and performance thereof
by  Landlord  shall  not  constitute  a waiver of Tenant's default in failing to
perform  the  same.

Section 13.02     STORAGE.  During the progress of any work in, on, or to the
                  -------
Demised Premises and the Easements performed by Landlord pursuant to any of the
provisions hereof, Landlord may keep and store therein all necessary materials,
tools, supplies and equipment. Landlord shall not be liable for inconvenience,
annoyance, disturbance, loss of business or other damage of Tenant by making
such repairs or the performance of any such work, or on account of bringing
materials, tools, supplies and equipment into the Demised Premises during the
course thereof and the obligations of Tenant under this Lease shall not be
affected thereby.

                                ARTICLE XIV.
                 Indemnification of and by Landlord and Tenant

     Effective  upon  the  date  hereof,  Tenant  shall fully indemnify and save
harmless  Landlord  and  City  and  their  respective  elected  and/or appointed
officials, agents, servants, employees, officers and directors, from and against
any and all liabilities, obligations, damages, penalties, claims, costs, charges
and  expenses,  and  any  and all suits and proceedings in connection therewith,
even  if  any such suit, claim or proceeding is false, groundless or fraudulent,
including, without limitation, reasonable architects', engineers', accountants',
expert  witnesses' and attorneys' fees, which may be imposed upon or incurred by
or  asserted  against  Landlord and/or City, their said elected and/or appointed
officials,  agents,  servants, officers, directors and employees by reason of or
arising in whole or in part from any of the following or other actual or alleged
matters,  occurrences,  events, transactions, acts and omissions during the Term
of this Lease or any renewal or extension thereof or for so long as Tenant shall
be  in  possession  of  the  Demised  Premises  or  any  part  thereof:
<PAGE>

(a)     any  work  or  thing  done  or  permitted to be done in, on or about the
Demised  Premises  and  the Easements or any part thereof by Tenant, sublessees,
franchisees,  licensees and any of their respective officers, directors, agents,
contractors,  employees,  and  invitees;

(b)     any use, non-use, possession, occupation, condition, operation,
maintenance or management of the Demised Premises and the Easements or any part
thereof or any alley, sidewalk, curb, street, bridge, walkway, garage,
passageway or space adjacent thereto or any riverboat gaming enterprise
associated therewith for which Tenant is responsible hereunder;

(c)     any negligent or intentional act or omission on the part of Tenant or
any of its agents, contractors, servants, employees, subtenants, licensees or
invitees;

(d)     any accident, injury or damage to any person or property occurring in,
on or about or arising from the Demised Premises and the Easements or any part
thereof, or any alley, sidewalk, curb, street, bridge, walkway, passageway or
space adjacent thereto;

(e)     any failure on the part of Tenant to perform or comply with any of the
covenants, agreements, terms, provisions, conditions or limitations contained in
this Lease and/or the Development Agreement, to be performed or complied with by
it; and/or

(f)     any obligation of the Tenant or Tenant's contractors and/or their
subcontractors under workers' compensation laws or the laws of the federal
government or any state's government as to any employee benefits or any
employment related problems under ERISA or any other statutory liabilities, be
they state, local or federal.

Notwithstanding  the  foregoing,  Tenant  shall  not be obligated hereunder with
respect  to  the  liability or responsibility for any pre-existing environmental
conditions  described  in  Section  8.02.3  hereof.

     In  case  any  action  or proceeding is brought against Landlord or City by
reason  of  any  such  claim, Tenant, upon written notice from Landlord or City,
shall  at  Tenant's  sole  cost  and  expense  resist  and defend such action or
proceeding  by  counsel approved by Landlord in writing, which approval Landlord
agrees  not  to  unreasonably  withhold.

Landlord  shall  fully  indemnify  and  save  harmless  Tenant  and  its agents,
servants,  employees, officers and directors, with respect to any failure on the
part  of  Landlord  to  perform or comply with any of the covenants, agreements,
terms, provisions, conditions, or limitations contained in this Lease and/or the
Development  Agreement, to be performed or complied with by Landlord and any and
all  liabilities,  obligations,  damages,  penalties, claims, costs, charges and
expenses, and any and all suits and proceedings in connection therewith, even if
any  such  suit,  claim  or  proceeding  is  false,  groundless  or  fraudulent,
including, without limitation, reasonable architects', engineers', accountants',
expert  witnesses' and attorneys' fees, which may be imposed upon or incurred by
or  asserted  against Tenant, its said agents, servants, officers, directors and
employees  by  reason  of or arising in whole or in part from any such actual or
alleged  matters,  occurrences,  events, transactions, acts and omissions during
the  Term  of  this  Lease or any renewal or extension thereof or for so long as
Tenant  shall  be in possession of the Demised Premises or any part thereof.  In
case  any action or proceeding is brought against Tenant by reason of any claim,
Landlord,  upon  written  notice  from Tenant, shall at Landlord's sole cost and
expense  resist  and  defend  such  action  or proceeding by counsel approved by
Tenant  in  writing,  which approval Tenant agrees not to unreasonably withhold.
Neither  Landlord  nor  the City shall be responsible or liable to Tenant, or to
those  claiming  by, through, or under Tenant, nor shall Landlord or the City be
required  to protect, defend, indemnify or hold Tenant or any of such persons or
entities harmless from and against any loss or damage which may be occasioned by
or  through Tenant or others (including Tenant's business invitees), as a result
of  the occupancy or use of the Demised Premises and the Easements or any damage
or  injury  of any nature whatsoever, including, without limitation, any loss or
damage  which  arises  from  any defect in or failure of or danger in connection
with  the  Demised  Premises  and  the  Easements  or any improvement thereon or
adjacent  thereto,  or  any  utility  or  other  service furnished in connection
therewith  all  except  as  described  in  Section 8.02.3 hereof.  Other than as
described  in  section  8.02.3  hereof,  Tenant shall use and occupy the Demised
Premises and the Easements, and all parts thereof and make same available to its
business  invitees  and others at Tenant's sole risk and at no risk or liability
to  Landlord  or  the  City.
<PAGE>

                                ARTICLE XV.
                          Damage or Destruction

Section  15.01     REPAIR/RESTORATION  BY  TENANT.  In  case  of  damage  to  or
                   ------------------------------
destruction  of  any  improvements  now  or  hereafter  existing  on the Demised
Premises  and the Easements, including the Site Improvements as defined herein),
Tenant be obligated to repair and/or restore the same.  If Tenant shall, as soon
as is practical after any such damage or destruction considering the extent
of  the  damage,  commence  repair  and/or construction of a new building and/or
other  improvements,  as  applicable,  the  proceeds of any insurance payable by
reason  of  such damage or destruction shall be paid to Tenant.  If Tenant shall
fail  to  so  commence such repair/construction and diligently pursue completion
within  such period of time, such proceeds of insurance shall be the property of
and  shall  be  paid  to  Landlord,  except for proceeds payable with respect to
Tenant's Personalty and Fixtures.  Notwithstanding the foregoing, Landlord shall
have  all  rights  to direct use of payments made under insurance provided under
Section  5.02(b)  hereof.

Section 15.02     NOTICE.  In case of damage to or destruction of any
                  ------
improvements on the Demised Premises and the Easements or any part thereof, by
fire or otherwise, Tenant shall promptly give written notice thereof to
Landlord, and Tenant shall, at Tenant's sole cost and expense, and whether or
not the insurance proceeds, if any, shall be sufficient for such purpose,
restore, repair, replace, rebuild or alter the same as nearly as possible to its
value immediately prior to such damage or destruction, with such changes or
alterations as may be made from time to time at Tenant's election, all in
conformity with and subject to the applicable terms and conditions hereof and of
the Development Agreement.

Section 15.03     NO RIGHT TO TERMINATE/SURRENDER.  No destruction of or damage
                  -------------------------------
to the improvements on the Demised Premises and the Easements or any part
thereof, by fire or any other casualty, shall permit Tenant to surrender this
Lease or shall relieve Tenant from its liability to pay the full Minimum Net
Rent, Percentage Rent, Additional Rent, the Riverfront Park Grant and other
charges payable under this Lease or from any of its other obligations under this
Lease or under the Development Agreement, and Tenant waives all rights now or
hereafter conferred upon it by statute or otherwise to quit or surrender this
Lease or the Demised Premises or any part thereof or to cease its operations
hereunder or to any suspension, diminution, abatement or reduction of Rent on
account of any such destruction or damage.
<PAGE>

                                  ARTICLE XVI.
                                 Condemnation

Section  16.01     TAKING.  In  the  event  that  the  Demised  Premises  or the
                   ------
Easements, or any part thereof, shall be taken in condemnation proceedings or by
exercise  of  any  right of eminent domain or by agreement between Landlord
and  Tenant  (any  such  matters  being  hereinafter referred to as a "taking"),
Landlord and Tenant shall have the right to participate in any such condemnation
proceedings  or  agreement  for  the  purpose  of  protecting  their  interests
hereunder.  Each  party  so  participating  shall  pay its own expenses therein.

Section 16.02     SUBSTANTIAL/COMPLETE TAKING.  If at any time during the term
                  ---------------------------
of this Lease or any renewal or extension thereof there shall be a taking of the
whole or substantially all of the Demised Premises, this Lease shall terminate
and expire on the date of such taking and the Rent payable hereunder shall be
equitably apportioned and paid to the date of such taking and Tenant shall have
no further liability to Landlord under this Lease.  For the purpose of this
Article, "substantially all of the Demised Premises" shall be deemed to have
been taken if (i) the untaken part of the Demised Premises and/or the Easements
shall be insufficient for the economic and feasible continued operation of the
riverboat gambling enterprise in connection therewith, or (ii) if the taken part
of the Demised Premises and/or Easements includes the Riverboat Gaming Facility.

Section 16.03     TERMINATION FROM TAKING.  If this Lease shall have terminated
                  -----------------------
as a result of such taking:

As  to  all  of  any  award (regardless of basis for the making of same), Tenant
shall be entitled to that portion of the award which is equivalent to a fraction
in  which the numerator is equal to the number of years remaining in the initial
Term  (and  any  potential renewal term) and the denominator is fifty (50) years
("Tenant's  Award")  and  Landlord  shall  be  entitled to the remainder of such
award, provided however that in no event shall Landlord's share of such award be
less  than  that  amount  of money required to retire all then outstanding bonds
secured by Landlord's interest in this Lease, on the earliest redemption date to
occur after termination of this Lease.  Provided further such minimum Landlord's
share  shall  not exceed the total principal interest and redemption premium, if
any, that would have been due and owing as of the next redemption date under the
first occurring Bond Issuance contemplated and described in Section 2.14 of this
Lease.

Section  16.04     PARTIAL TAKING.  If this Lease shall not have been terminated
                   --------------
as above provided and shall continue after the taking, then in such event all of
the  Award  (regardless  of  the  basis  for  the  making of same) shall be
distributed  as  follows:

(a)     Tenant  shall  be  tendered  that  portion of the award received for all
purposes  (including  land acquisition) of replacing, improving or making usable
any improvement on or adjacent to the Demised Premises that needs replacement or
alteration  or  improvement  as  a  result  of  the  taking;  and
<PAGE>

(b)     The remainder of the Award shall be divided between Landlord and Tenant
as set forth in Section 16.03 above, except that the provisions therein for
Landlord's minimum share respecting outstanding bonds shall not apply.

Notwithstanding  the  foregoing,  in  the  event of exercise of power of eminent
domain by the Missouri Highway Transportation Department ("MHTD") or a successor
thereof,  of  all  or  part  of Parking Parcel A as that term is defined in that
certain  Cooperative  Agreement between the City, Landlord and Tenant dated July
31,  1995,  Tenant and Landlord shall not be entitled to damages for such taking
and  in  such  event  the  parties  shall modify this Lease as therein provided.

Section  16.05     EASEMENT  TYPE  TAKING.  In  the  event  of  the taking of an
                   ----------------------
easement or any other taking which shall be of an interest or estate in the land
less  than a fee simple, as a result of which the Demised Premises shall be
insufficient  for  the economic and feasible continued operation of its business
thereon by Tenant, this Lease shall terminate and expire with the same force and
effect  as in the case of a taking pursuant to Section 16.03 hereof.  Otherwise,
such  taking  shall  be deemed a taking insufficient to terminate this Lease and
the  division  of the award shall be governed by Section 16.04 in so far as that
Section  shall  be  applicable;  provided,  however,  that if there shall be any
payment  or  award  predicated on a change in the grade of a street or avenue on
which  the  Demised  Premises  abut, Tenant shall be entitled, after making such
change  in  restoration  as  may  be necessary and appropriate by reason of such
change  of  grade, to reimbursement for the expense thereof to the extent of the
net  amount  of  any  payment  or award, after deduction of costs of collection,
including,  without  limitation,  attorneys'  fees  and  expenses,  which may be
awarded  for  such  change  of  grade.  Any part of an award for change of grade
which  shall  remain  unexpended after such restoration shall be the property of
Landlord.  If  any  award  shall  include  change of grade and any other item or
element  of  damage,  that part thereof shall be applied in accordance with this
Section  16.05  which shall be specifically attributed to change of grade by the
condemnation  award  or,  if not so attributed, shall be determined by agreement
between  the  parties.

                                 ARTICLE XVII.
            Assignments, Mortgages and Subleases of Tenant's Interest

     Except  as  specifically  provided herein and in the Development Agreement,
Tenant,  and  its  permitted  successors  and  assigns,  shall have the right to
assign,  sublet,  mortgage,  encumber  or  otherwise  affect  this  Lease or any
interest  therein,  with  the  prior  written consent of Landlord, which consent
shall  not  be  unreasonably  withheld.  Landlord's  withholding of such consent
shall  be  deemed  reasonable  hereunder unless Tenant and its proposed assignee
comply  with  requirements  substantially  similar to those set forth in Section
18.04  B  viii,  (b)  and  (c)  herein.

With  the  prior written consent of Landlord, not to be unreasonably withheld or
delayed,  Tenant shall have the right to enter into sublease, license, franchise
and  concessionaire agreements with persons or entities to operate various types
of  ancillary and/or supporting business enterprises to Tenant's gaming business
enterprise  at the Demised Premises including, without limitation, those for the
serving  of  food  and  beverages.
<PAGE>

No  assignment  or  sublease, even if so consented to, shall be effective unless
and  until  Landlord  shall  have  received  an  executed  counterpart  of  such
assignment  or sublease, in recordable form, under which the assignee shall have
assumed all obligations of Tenant under this Lease and shall specifically agreed
to  perform  and observe the covenants and conditions in this Lease contained on
Tenant's  part  to  be  performed  and  observed.

Notwithstanding  the  foregoing,  Landlord acknowledges that Tenant is obligated
under  provisions  of  the  Development  Agreement to cause its riverboat gaming
enterprise  to be conducted by an enterprise which is ninety percent (90%) owned
by  Tenant  and  ten  percent  (10%)  owned by minority interests. To the extent
necessary  to  enable  such  joint  venture to so operate, Tenant may assign its
interest  hereunder  (but specifically without relieving it of any obligation or
liability hereunder), provided, however, that such enterprise is formed pursuant
to  the  minority ownership requirements of the Development Agreement and/or any
Exhibit  thereto  and  that  on  the  Opening Date and for a period equal to the
lesser  of  (i)  five  (5)  years after the date hereof, or (ii) three (3) years
after  the  Opening Date, and such enterprise shall in fact be ten percent (10%)
minority  owned.  Tenant  further  agrees  that  said ten percent (10%) minority
interest shall be such that such minority interest in the aggregate shall enjoy,
receive  and  benefit from its aggregate ten percent (10%) ownership interest in
the  riverboat  gaming  enterprise  herein  provided  for.

Landlord  shall  have the right to, or to allow City to, convey, assign, pledge,
encumber or mortgage any part of its respective interest in the Demised Premises
and/or  this  Lease,  specifically  including  but  not  being  limited  to  any
assignment  by  Landlord  to  a  third party bond trustee, as security for bonds
issued by Landlord and secured by this Lease so long as any such transfer is not
to any person or party in direct competition with Tenant, and, in the event of a
pledge,  encumbrance  or  mortgage,  such  mortgagees(s) and Tenant enter into a
Non-Disturbance  and  Attornment  Agreement  in  standard  form  reasonably
satisfactory  to  Tenant.  Tenant may pledge, encumber or mortgage its leasehold
estate  or  any  part thereof so long as any such transfer is subordinate to the
City's  and to Landlord's (or its mortgagee's) estates and provided further that
Landlord  and  any  such  mortgagee(s)  shall  enter into a Non--Disturbance and
Attornment  Agreement  in  standard form reasonably satisfactory to Landlord and
the  City.

                                 ARTICLE XVIII.
                                   Default

Section  18.01     "EVENT OF DEFAULT" BY TENANT DEFINED.  Any one or more of the
                   ------------------------------------
following  events  shall  constitute  an "Event of Default" by Tenant hereunder:

(a)     The  sale,  assignment  or  other  transfer  of  all  or any of Tenant's
interest in this Lease and/or the Demised Premises or any portion thereof (other
than  as  is  permitted  under  Article  XVII hereof) voluntarily, or under
attachment,  execution  or similar legal process, or if Tenant is adjudicated as
bankrupt  or  insolvent  under  any  state bankruptcy or insolvency law and such
adjudication  or  order is not vacated within ninety (90) days and Tenant is not
otherwise  in  default  hereunder.
<PAGE>

(b)     The commencement of a case under any chapter of the Federal Bankruptcy
Code by or against Tenant or any operating entity of Tenant's riverboat gaming
enterprise ("Operator") in connection with the Demised Premises or any portion
thereof, or the filing of a voluntary or involuntary petition thereunder
proposing the adjudication of Tenant or Operator as bankrupt or insolvent, or
the reorganization of Tenant, or Operator or an arrangement by Tenant or any
such Operator with its creditors, unless the petition filed or case commenced is
withdrawn or dismissed within ninety (90) days after the date of its filing and
Tenant is not otherwise in default hereunder.

(c)     The appointment of a receiver or trustee for the business or property of
Tenant or any such Operator, unless such appointment shall be vacated within
ninety (90) days of its entry.

(d)     The making by Tenant or any such Operator of an assignment for the
benefit of its creditors, or if in any other manner Tenant's interest in this
Lease shall pass to another person, firm or entity by operation of law except a
merger or reorganization of Tenant in which Tenant shall be the survivor and/or
the same persons or entities in control of Tenant shall remain in control of
such merged or reorganized entity.

(e)     The failure of Tenant to pay any portion of properly due Rent within
five (5) days after the giving of notice thereof by Landlord that the same is
due hereunder. Tenant's failure to pay Percentage Rent greater than the Minimum
Net Rent shall not be sufficient ground for termination of this Lease by
Landlord if such failure is the result of a bona fide dispute as to the amount
due and payable and Tenant promptly pays any Percentage Rent underpayment with
interest at the Interest Rate from the due date until paid upon resolution of
such dispute.

(f)     Material default by Tenant in the performance or observance of any
covenant or agreement of this Lease (other than a default involving the payment
of Rent), or any obligation of Tenant under the Development Agreement or any
Exhibit thereto, which default is not cured within ten (10) days after the
giving of notice thereof by Landlord, unless such default is of such nature that
it cannot reasonably be cured within such ten (10) day period, in which case no
Event of Default shall occur so long as Tenant shall commence the curing of the
default within such ten (10) day period and shall thereafter diligently
prosecute the curing of same; provided, however, if Tenant shall default in the
performance of any such covenant or agreement of this Lease, the Development
Agreement or any Exhibit thereto two (2) or more times in any twelve (12) month
period, then notwithstanding that each of such defaults shall have been cured by
Tenant, any further default of such covenant or agreement within such twelve
(12) month period shall be deemed an Event of Default without the ability for
cure.

(g)     The vacation or abandonment of the Demised Premises at any time after
the Commencement Date by Tenant except a vacation or abandonment permitted under
Section 2.06 hereof.

(h)     The occurrence of any other event described as constituting an '"Event
of Default" elsewhere in this Lease or the Development Agreement or any Exhibit
thereto and the continuation of such an Event of Default after the expiration of
any cure period provided herein or therein.
<PAGE>

Section  18.02     REMEDIES.  Upon the occurrence of an Event of Default and the
                   --------
continuation of any such Event of Default after the expiration of any applicable
cure period provided for herein, Landlord, without further notice to Tenant
in any instance (except as expressly provided for below), may do any one or more
of  the  following:

(a)     With  or  without  judicial process, enter the Demised Premises and take
possession thereof without the necessity of legal proceedings, and remove Tenant
and all other persons and property from the Demised Premises, and may store
such  property  in  a  public  warehouse or elsewhere at the cost of and for the
account  of  Tenant  without  resort to legal process and without Landlord being
deemed  guilty  of trespass or becoming liable for any loss or damage occasioned
thereby;  and  Landlord  may,  from time to time without terminating this Lease,
make  such  alterations  and  repairs  as  may be necessary to relet the Demised
Premises  or  any  portion  thereof,  alone  or together with other premises, on
behalf  of  Tenant and for such term or terms (which may be greater or less than
the period which otherwise would have constituted the balance of the Term or any
then  validly exercised renewal thereof) and on such terms and conditions (which
may  include concessions or free rent and alteration of the Demised Premises) as
Landlord,  in  its  sole  discretion,  may  determine, but Landlord shall not be
liable  for,  nor  shall  Tenant's obligations under this Lease be diminished by
reason  of, any failure by Landlord to relet the Demised Premises or any failure
by  Landlord to collect any rent due upon such reletting so long as Landlord has
reasonably  attempted to mitigate damages as required in Section 18.10.  No such
re-entry  or  the  taking  of  possession of the Demised Premises or any portion
thereof  by  Landlord shall be construed as an election on its part to terminate
this  Lease  or  to  accept  a surrender thereof unless a written notice of such
intention  be  given  to  Tenant.  Notwithstanding  any  such  reletting without
termination,  Landlord  may at any time thereafter elect to terminate this Lease
for  such previous breach and receive, in addition to any other damages which it
may  be entitled, the Default/Termination Damages defined in 18.03 of this Lease
and, in addition, the "Liquidated Damages" described in 18.03(ii) of this Lease;
or

(b)     Perform, on behalf and at the expense of Tenant, any obligation of
Tenant under this Lease which Tenant has failed to perform and of which Landlord
shall have given Tenant notice, the cost of which performance by Landlord,
together with interest thereon at the Interest Rate from the date of such
expenditure, shall be deemed Additional Rent and shall be payable by Tenant to
Landlord upon demand.  Notwithstanding the provisions of this clause (b) and
regardless of whether an Event of Default shall have occurred, Landlord may
exercise the remedy described in this clause (b) without any notice to Tenant if
Landlord, in its good faith judgment, believes it would be materially injured by
failure to take rapid action or if the unperformed obligation of Tenant
constitutes an emergency; or

(c)     Elect to terminate this Lease and the tenancy created hereby by giving
written notice of such election to Tenant, and reenter the Demised Premises and
the Easements, without the necessity of legal proceedings, and remove Tenant and
all other persons and property from the Demised Premises and the Easements, and
may store such property in a public warehouse or elsewhere at the cost and for
the account of Tenant without resort to legal process and without Landlord being
deemed guilty of trespass or becoming liable for any loss or damage occasioned
thereby; or
<PAGE>

(d)     Exercise any other legal or equitable right or remedy which it may have.

(e)     Notwithstanding anything to the contrary contained above or elsewhere
herein or as provided by law or equity generally, in recognition of the major
investment in Site Improvements, grants and fundings to be made by Tenant for
Landlord's benefit as set out herein or in the Development Agreement, Landlord
agrees that after the  Commencement Date, it will only elect the remedies of
dispossessing Tenant or terminating this Lease as a last resort in the event
that Tenant has materially failed to perform its obligations hereunder and
Tenant has failed to compensate Landlord for all reasonable damages and costs
caused Landlord by such breach(es) so long as Tenant in good faith is continuing
to operate the riverboat gaming enterprise in substantially the manner
contemplated herein.

     All costs and expenses incurred by Landlord (including, without limitation,
reasonable  attorneys'  fees)  in enforcing any of its rights and remedies under
this  Lease  shall be deemed to be Additional Rent and shall be paid to Landlord
by  Tenant  upon  demand.

Section  18.03     DAMAGES.
                   -------
     Whether  or  not  this  Lease is terminated by Landlord pursuant to Section
18.02 hereof, upon the occurrence of an Event of Default and the continuation of
any  such  Event  of  Default after the expiration of any applicable cure period
provided  for  herein, Tenant shall in all events nevertheless remain liable for
(a)  any  Rent,  any installment of the Riverfront Park Grant (the "Grant"), any
damages  which  may  be  due or sustained prior to the last to occur of the date
upon  which  an  Event  of  Default  occurs  or  the  date  of expiration of any
applicable  cure period with respect to such Event of Default, including damages
under  Section  2.06  hereof,  and,  in addition, all reasonable costs, fees and
expenses,  including,  but not limited to, reasonable attorneys' fees, costs and
expenses,  incurred  by  Landlord  in  pursuit of its remedies hereunder, and in
renting  the Demised Premises and the Easements or any portion thereof to others
from time to time (all such Rent, Grant, damages, costs, fees and expenses being
referred  to  herein  as  "Default/  Termination Damages"), and (b) in the event
Landlord shall attempt to relet or shall relet all or any portion of the Demised
Premises or in the event that this Lease shall be terminated, additional damages
(the  "Liquidated  Damages"),  which,  at  the election of Landlord, shall be as
follows:

(i)     in the event that Landlord has not exercised its right to terminate this
Lease,  an  amount equal to the Rent which would have become due during the
remainder of the Term or any exercised renewal thereof, less the amount of rent,
additional  rent,  grant,  and  other sums, if any, which Landlord shall receive
during  such  period from others to whom the Demised Premises and/or any portion
thereof  may be rented (other than any rent or other sum received by Landlord as
a  result  of  any  failure of such other person or entity to perform any of its
obligations  to  Landlord),  in  which  case  such  Liquidated  Damages shall be
computed  and  payable  in monthly installments, in advance, on the first day of
each  calendar  month  following  the  occurrence of an uncured Event of Default
under  this  Lease  and  continuing  until  the  date  on which the Term (or any
exercised renewal thereof with no automatic renewals to occur thereafter) is due
to expire, and any suit or action brought to collect any such Liquidated Damages
for any month shall not in any manner prejudice the right of Landlord to collect
any  Liquidated  Damages  for any subsequent month by a similar proceeding or be
deemed  to  require  repeated  lawsuits  hereunder;  or
<PAGE>

(ii)     if Landlord shall at any time exercise its right to terminate this
Lease, an amount equal to the present worth (as of the date of such termination)
of Rent and Grant which, but for such termination of this Lease, would have
become due during the remainder of the Term (or any exercised renewal thereof),
less the fair rental value of the Demised Premises for the remainder of the Term
(or any exercised renewal thereof) with no automatic renewals to occur
thereafter, as determined by an independent appraiser named by the presiding
judge of the Circuit Court of Jackson County, Missouri, in which case such
Liquidated Damages shall be payable to Landlord in one lump sum on demand and
shall bear interest at the Interest Rate until paid.  For purposes of this
clause (ii), "present worth" shall be computed by discounting such amount to
present worth at a discount rate equal to the Interest Rate.

     If an uncured Event of Default shall take place after the expiration of two
or  more  years  after  the  Opening  Date,  then, for purposes of computing the
Liquidated  Damages,  the  Percentage Rent payable with respect to each calendar
year  or  portion thereof following such uncured Event of Default (including the
balance  of  the  year  in which such uncured Event of Default shall take place)
shall  be  conclusively  presumed  to  be  equal  to the average Percentage Rent
payable  with  respect  to  each  complete  year preceding such uncured Event of
Default.  If  such  uncured  Event  of  Default  shall  take  place  before  the
expiration  of two years after Opening Date, then, for purposes of computing the
Liquidated  Damages,  the  Percentage Rent payable with respect to each calendar
year  or  portion thereof following such uncured Event of Default (including the
balance  of  the calendar year in which such uncured Event of Default shall take
place)  shall  be  conclusively  presumed  to  be equal to twelve (12) times the
average  monthly  amount  of  Percentage Rent which was due and payable prior to
such  uncured Event of if no Percentage Rent shall have been payable during such
period,  then  the  Percentage Rent for each year of the unexpired Term shall be
conclusively  presumed to be a sum equal to that described in Section 2.06 as if
there  had  been a failure of Tenant to operate its riverboat gaming enterprise.

Default/Termination  Damages shall be due and payable immediately upon demand by
Landlord  following  any  uncured  Event  of  Default  of this Lease pursuant to
Section  18.02.  Liquidated  Damages  shall  be due and payable at the times set
forth  herein.

Nothing  contained  in this Lease shall limit or prejudice the right of Landlord
to  prove  for  and  obtain, in proceedings for the termination of this Lease by
reason  of  bankruptcy  or insolvency, an amount equal to the maximum allowed by
any  statute  or  rule  of  law  in  effect  at the time when, and governing the
proceedings  in which the damages are to be proved, whether or not the amount be
greater,  equal  to,  or less than the amount of the loss or damages referred to
above.  The  failure or refusal of Landlord to relet the Demised Premises or any
part or parts thereof shall not release or affect Tenant's liability for damages
hereunder  so  long  as Landlord has reasonably attempted to mitigate damages as
required  in  Section  18.10.
<PAGE>

Section  18.04     REMEDIES  IN  EVENT  OF  BANKRUPTCY  OR  OTHER  PROCEEDING.
                   ----------------------------------------------------------

A.     Anything contained herein to the contrary notwithstanding, if termination
of  this  Lease  shall  be stayed by order of any court having jurisdiction
over  any  proceeding described in paragraph (b) of Section 18.01, or by federal
or  state statute, then, following the expiration of any such stay, or if Tenant
or  Tenant  as  debtor-in-possession  or  the  trustee  appointed  in  any  such
proceeding  (being collectively referred to as "Tenant" only for the purposes of
this  Section  18.04) shall fail to assume Tenant's obligations under this Lease
within  the  period  prescribed  therefor by law or after entry of the order for
relief  or  as  may  be allowed by the court, or if Tenant shall fail to provide
adequate  protection  of  Landlord's  right,  title  and  interest in and to the
Demised  Premises  or  adequate  assurance of the complete and continuous future
performance  of  Tenant's  obligations  under  this Lease, then Landlord, to the
extent  permitted  by law or by leave of the court having jurisdiction over such
proceeding,  shall  have  the  right,  at its election, to terminate this Lease,
without  written  notice  to  Tenant,  and  upon  the  effective  date  of  such
termination,  this  Lease  shall  cease and expire as aforesaid and Tenant shall
immediately  quit  and  surrender  the  Demised  Premises as aforesaid. Upon the
termination  of  this  Lease  as  provided  above, Landlord, without notice, may
re-enter and repossess the Demised Premises using such force for that purpose as
may  be  necessary  without  being  liable to indictment, prosecution or damages
therefor  dispossess  Tenant  by  summary  proceedings  or  otherwise.

B.     For the purposes of the preceding paragraph (a), adequate protection of
Landlord's right, title and interest in and to the Demised Premises, and
adequate assurance of the complete and continuous future performance of Tenant's
obligations under this Lease, shall include, without limitation, the following
requirements:

(i)     that  Tenant  comply  with  all  of  its  obligations under this Lease;

(ii)     that  Tenant pay to Landlord, on the first day of each month occurring
subsequent to the entry of such order, or the effective date of such stay, a sum
     equal  to  the  amount  by  which  the Demised Premises diminished in value
during  the  immediately  preceding  monthly period, but, in no event, an amount
which  is  less  than  the  aggregate  Rent  payable  for  such  monthly period;

(iii)    that Tenant continue to use the Demised Premises in the manner and for
the purposes originally required by this Lease;

(iv)     that Landlord be permitted to supervise the performance of Tenant's
obligations under this Lease;

(v)     that Tenant pay to Landlord within fifteen (15) days after entry of
such order or the effective date of such stay, as partial adequate protection
against future diminution in value of the Demised Premises and adequate
assurance of the complete and continuous future performance of Tenant's
obligations under this Lease, a security deposit in an amount reasonably
acceptable to Landlord;
<PAGE>

(vi)     that Tenant has and will continue to have unencumbered assets after
the payment of all secured obligations and administrative expenses adequate to
assure Landlord that sufficient funds will be available to fulfill the
obligations of Tenant under this Lease;

(vii)     that if Tenant assumes this Lease and proposes to assign the same
(pursuant to Title 11 U.S.C.  365, or as the same may be amended) to any person
or entity who/which shall have made a bona fide offer to accept an assignment of
this Lease on terms acceptable to such court having competent jurisdiction over
Tenant's estate, then notice of such proposed assignment, setting forth (x) the
name and address of such person or entity, (y) all of the terms and conditions
of such offer, and (z) if required by law or by any court, the adequate
assurance to be provided Landlord to assure such person's or entity's future
performance under this Lease, including, without limitation, the assurances
referred to in Title 11 U.S.C. S365(b)(3) , as it may be amended, shall be given
to Landlord by Tenant no later than fifteen (15) days after receipt by Tenant of
such offer, but in any event no later than thirty (30) days prior to the date
that Tenant shall make application to such court for authority and approval to
enter into such assignment and assumption, and Landlord shall thereupon have the
prior right and option, to be exercised by notice to Tenant given at any time
prior to the effective date of such proposed assignment, to accept, or to cause
Landlord's designee to accept, an assignment of this Lease upon the same terms
and conditions and for the same consideration, if any, as the bona fide offer
made by such person or entity, less any brokerage commissions which may be
payable out of the consideration to be paid by such person or entity for the
assignment of this Lease; and

(viii)   that if Tenant assumes this Lease and proposes to assign the same,
and Landlord does not exercise its option pursuant to paragraph (vii) of this
Section 18.04, Tenant hereby agrees that:

a.     such  assignee  shall  have  a  net  worth not less than the net worth of
Tenant  as  of  the  Opening Date, or such Tenant's obligations under this Lease
shall  be unconditionally guaranteed by a person or an entity having a net worth
equal  to  Tenant's  net  worth  as  of  the  Opening  Date;

b.     such assignee shall not use the Demised Premises except subject to all
restrictions contained in this Lease;

c.     such assignee shall assume in writing all of the terms, covenants and
conditions of this Lease including, without limitation, all of such terms,
covenants and conditions respecting the permitted use and payment of Rent, and
such assignee shall provide Landlord with assurances satisfactory to Landlord
that it has the experience in operating gaming enterprises similar to that to be
conducted by Tenant hereunder, sufficient to enable it to so comply with all of
the terms, covenants and conditions of this Lease and successfully operate the
Demised Premises for such use; and

d.     if such assignee makes any payment to Tenant, or for Tenant's account,
for the right to assume this Lease (including, without limitation, any lump sun
payment, installment payment or payment in the nature of rent over and above the
Rent payable under this Lease), Tenant shall pay over to Landlord one-quarter
(1/4) of any such payment.
<PAGE>

Section  18.05     CONTINUED  OBLIGATION.
                   ---------------------

A.     No  expiration  or termination of this Lease or relief sought or obtained
by  Landlord or Tenant hereunder relieve Tenant or Landlord, as the case may be,
of  its  liability  and  obligations  under  this  Lease, and such liability and
obligations  shall  survive any such expiration or termination or enforcement or
attempted  enforcement  of  relief  hereunder.

B.     In the event that the Demised Premises or any part thereof be re-let by
Landlord for the unexpired term of this Lease, or any part thereof, before
presentation of proof of such liquidated damages to any court, then the amount
of rent reserved upon such re-letting shall, prima facie, be the fair and
                                             ----- -----
reasonable rental value for the part or the whole of the Demised Premises so
re-let during the term of the re-letting.  Nothing herein contained shall limit
or prejudice the right of Landlord to prove for and obtain, as liquidated
damages by reason of such termination, an amount equal to the maximum allowed by
any statute or rule of law in affect at the time when, and governing the
proceedings in which, such damages are to be proved, whether or not such amount
be greater, equal to, or less than the amount of the difference referred to
above.

Section  18.06     WAIVER  BY TENANT.  Tenant hereby expressly waives, so far as
                   -----------------
permitted  by  law,  the service of any notice of intention to re-enter provided
for  in any statute and, except as is herein otherwise provided, Tenant, for and
on  behalf  of  itself  and  all  persons and entities claiming through or under
Tenant  (including  any  leasehold mortgagee or other creditor), also waives any
and all right of redemption or re-entry or re-possession in case Tenant shall be
     dispossessed  by  a judgment or by warrant of any court or judge or in case
of  re-entry  or  re-possession  by  Landlord  or  in  case of any expiration or
termination of this Lease.  The terms "enter", "re-enter", "entry" or "re-entry"
as  used  in  this  Lease  are not restricted to their technical legal meanings.

Section 18.07     NO WAIVER BY LANDLORD OR TENANT.  No failure by Landlord or
                  -------------------------------
Tenant to insist upon the strict performance of any agreement, term, covenant or
condition hereof or to exercise any right or remedy upon a breach of any
agreement, term, covenant or condition hereof, and no acceptance of full or
partial Rent during the continuance of any such breach, shall constitute a
waiver of any such breach or of such agreement, term, covenant or condition.  No
agreement, term, covenant or condition hereof to be performed or complied with
by Tenant or Landlord, and no breach thereof, shall be waived, altered or
modified except by a written instrument executed by the non-breaching party.  No
waiver of any breach shall affect or alter this Lease, but each and every
agreement, term, covenant and condition hereof shall continue in full force and
effect with respect to any other then existing or subsequent breach thereof.
<PAGE>

Section 18.08     INJUNCTION.  In the event of any breach or threatened breach
                  ----------
by Tenant or Landlord of any of the agreements, terms, covenants or conditions
contained in this Lease, Tenant or Landlord, as the case may be, shall be
entitled to enjoin such breach or threatened breach and shall have the right to
invoke any right and remedy allowed at law or in equity or by statute or
otherwise as though other remedies were not provided for in this Lease.

Section 18.09     CUMULATIVE RIGHTS.  Each right and remedy provided to Landlord
                  -----------------
or Tenant in this Lease shall be cumulative and shall be in addition to every
other right or remedy provided for in this Lease or now or hereafter existing at
law or in equity or by statute or otherwise.

Section 18.10     MITIGATION.  While Landlord shall be entitled to pursue each
                  ----------
and every remedy hereunder as provided above, Landlord shall have the obligation
to use reasonable best efforts to mitigate its damages hereunder by seeking a
new tenant after Landlord has terminated this Lease.

Section 18.11     DEFAULT BY LANDLORD; TENANT REMEDIES.  Should Landlord
                  ------------------------------------
materially default in the performance or observance of any covenant or agreement
of this Lease, or any obligation of Landlord under the Development Agreement or
any Exhibit thereto, which default is not cured within ten (10) days after the
giving of notice thereof by Tenant, unless such default is of such a nature that
it cannot reasonably be cured within such ten (10) day period, in which case no
default by Landlord shall occur so long as Landlord shall commence the curing of
the default within such ten (10) day period and shall thereafter diligently
prosecute the curing of same; provided, however, if Landlord shall default in
performance of any such covenant or agreement of this Lease, the Development
Agreement or any Exhibit thereto two (2) or more times in any twelve (12) month
period, then notwithstanding that each of such defaults shall have been cured by
Landlord, any further default of such covenant or agreement within such twelve
(12) month period shall be deemed a default without cure thereof.  If Landlord
does not timely cure such a default, Tenant shall have such legal and equitable
remedies as are provided by law for such a default.

     All  costs  and  expenses  incurred by Tenant (including without limitation
reasonable  attorneys'  fees)  in  enforcing any of its rights or remedies under
this  Lease  shall  be  paid  to  Tenant  by  Landlord  upon  demand.

                                   ARTICLE XIX.
                               Renewal Privileges

Section  19.01     EIGHT  RENEWAL  TERMS.  If  this  Lease shall be in force and
                   ---------------------
effect  on  the date for the expiration of the initial term hereof, Tenant shall
automatically be deemed to have elected a renewal of the term hereby granted for
a  period  of  five (5) years beginning with the date of such expiration of
such  initial term, provided, however, that Tenant shall not have given Landlord
at  least  twelve  (12)  months prior written notice negating such election.  If
this  Lease  shall  be in force and effect on the date for the expiration of the
first  renewal term hereof, Tenant shall automatically be deemed to have elected
a  second  renewal  of  the  term  hereby granted for a period of five (5) years
<PAGE>

beginning  with the date of such expiration of the first renewal term, provided,
however,  that  Tenant shall not have given Landlord at least twelve (12) months
prior written notice negating such election. If this Lease shall be in force and
effect on the date for the expiration of the second renewal term thereof, Tenant
shall automatically be deemed to have elected a third renewal of the term hereby
granted  for  a  period  of  five  (5)  years  beginning  with  the date of such
expiration  of the second renewal term, provided, however, that Tenant shall not
have  given  Landlord  at least twelve (12) months prior written notice negating
such  election.  If  this Lease shall be in force and effect on the date for the
expiration  of  the  third  renewal  term thereof, Tenant shall automatically be
deemed  to have elected a fourth renewal of the term hereby granted for a period
of  five  (5)  years  beginning  with  the  date of such expiration of the third
renewal  term,  provided,  however, that Tenant shall not have given Landlord at
least  twelve  (12) months prior written notice negating such election.  If this
Lease  shall be in force and effect on the date for the expiration of the fourth
renewal  term  thereof,  Tenant  shall automatically be deemed to have elected a
fifth  renewal  of  the  term  hereby  granted  for  a  period of five (5) years
beginning with the date of such expiration of the fourth renewal term, provided,
however,  that  Tenant shall not have given Landlord at least twelve (12) months
prior  written  notice  negating such election.  If this Lease shall be in force
and  effect  on  the  date  for the expiration of the fifth renewal term hereof,
Tenant shall automatically be deemed to have elected a sixth renewal of the term
hereby  granted  for  a period of five (5) years beginning with the date of such
expiration  of  the fifth renewal term, provided, however, that Tenant shall not
have  given  Landlord  at least twelve (12) months prior written notice negating
such  election.  If  this Lease shall be in force and effect on the date for the
expiration  of  the  sixth  renewal  term  hereof, Tenant shall automatically be
deemed to have elected a seventh renewal of the term hereby granted for a period
of  five  (5)  years  beginning  with  the  date of such expiration of the sixth
renewal  term,  provided,  however, that Tenant shall not have given Landlord at
least  twelve  (12) months prior written notice negating such election.  If this
Lease  shall  be  force and effect on the date for the expiration of the seventh
renewal  term  hereof,  Tenant  shall automatically be deemed to have elected an
eighth  renewal  of  the  term  hereby  granted  for  a period of five (5) years
beginning  with  the  date  of  such  expiration  of  the  seventh renewal term,
provided,  however,  that  Tenant  shall not have given Landlord at least twelve
(12)  months  prior  written notice negating such election.  Tenant acknowledges
that  a  provision of the charter of the City may impose a fifty (50) year limit
on  the  term of the City Lease, which limit may affect the length of the eighth
renewal  of  the  term  of  this Lease.  Tenant acknowledges and agrees that any
resulting  limitation  on  the  length of the eighth renewal only of the term of
this  Lease  shall  not give rise to any claim of default under or invalidity of
this  Lease  or  any  extension hereof.  This Lease shall not be deemed to be or
have  been  in  force and effect on any date on which Tenant shall be in default
hereunder.  Each  such  renewal term shall be upon the same terms and conditions
as contained herein for the initial term (and applicable renewal term(s)) except
for  the  diminishing  of  the  number  of  renewal terms remaining as each such
renewal  term  expires and except that as to each such renewal term, the Minimum
Net Rent payable during same (in equal annual installments as to the Minimum Net
Rent)  shall  be  increased from the Minimum Net Rent payable during the initial
term  hereof  by  the percentage of change in the Consumer Price Index as of the
Opening Date to the Consumer Price Index as of the first day of any such renewal
term.  For  the purposes of this Section 19.01, the "Consumer Price Index" means
the  Consumer  Index  for  all  urban consumers published by the Bureau of Labor
Statistics of the United States Department of Labor, United States City Average,
all items (1982 equals 100). If no such Index is then being published, as of the
first day of any such renewal term, then Landlord shall designate a successor or
replacement  index of substantially equivalent reliability and objectivity.  The
Consumer  Price  Index  in effect for any given date shall be deemed to refer to
the  Consumer  Price  Index  last  established  before  such  date.
<PAGE>

Section 19.02     NO WAIVER OR RELEASE.  No renewal term hereunder shall be
                  --------------------
evidence of a waiver or release of any default or claim of either party hereto
against the other.  Any unsatisfied claim of either party hereto against the
other under the terms of this Lease during the initial Term or any renewal term
shall survive and be deemed to be a similar default or claim under any
subsequent renewal term.

                                 ARTICLE XX.
                       Representations and Warranties

Section  20.01     REPRESENTATIONS  AND  WARRANTIES  OF  LANDLORD. The following
                   ----------------------------------------------
representations  and  warranties  are  hereby  made  by  Landlord:

A.     POWER  AND  AUTHORITY.  Landlord  is a body politic created and formed by
       ---------------------
the City of Kansas City, Missouri by virtue of the power granted to said City by
the  laws  of the State of Missouri and has the full authority and power to
enter  into  this Lease and to execute and deliver this Lease and to perform and
observe  all  of  the  terms,  conditions  and provisions of this Lease to be so
observed  and  performed by it and its said execution and delivery of this Lease
has  been  duly  authorized  by  all  necessary  action  required  of  it;  and

B.     NO CONFLICTS.  Nothing herein agreed to by Landlord will conflict with or
       ------------
result in a breach of the terms and provisions or any existing law, rule,
regulation, contract, agreement, order of any court or governmental body; and

C.     NO CONTRACT DEFAULTS.  Landlord is not in default under any contract or
       --------------------
agreement to which it is a party and which materially and adversely affects its
ability to enter into and perform its obligations hereunder; and

D.     NO LITIGATION.  There are no claims, suits or other proceedings
       -------------
threatened or pending against Landlord which would materially and adversely
affect its ability to enter into and perform its obligations hereunder.

Section  20.02     REPRESENTATIONS  AND  WARRANTIES  OF  TENANT.  The  following
                   --------------------------------------------
representations  and  warranties  are  hereby  made  by  Tenant:

A.     POWER  AND AUTHORITY.  Tenant is a corporation duly organized and validly
       --------------------
existing  and  in  good  standing under the laws of the State of Delaware and is
qualified to do business in the State of Missouri and has the full authority and
power to enter into this Lease and to execute and deliver this Lease and to
perform  and  observe  all  the terms, conditions and provisions hereof to be so
observed  and  performed  by it and its execution and delivery of this Lease has
been  duly authorized by all necessary corporate action on its part.  (A copy of
the  Resolution  of  its  Board of Directors so authorizing the same is attached
hereto  identified  as  Exhibit  C.);  and

B.     NO CONFLICTS.  Nothing herein agreed to by Tenant will conflict with or
       ------------
result in a breach of the terms and provisions of any existing law, rule,
regulation, contract, agreement, order of any court or governmental body; and

C.     FINANCIAL CONDITION.  Tenant is solvent and is not a party to any
       -------------------
assignment for the benefit of its creditors or any bankruptcy proceedings, and
the transaction contemplated herein shall not cause it to become insolvent or
not be able to pay its debts as the same become due; and

D.     NO CONTRACT DEFAULTS.  Tenant is not in default under the terms of any
       --------------------
contract or agreement to which it is a party and which materially and adversely
affects its ability to perform its obligations hereunder; and

E.     NO LITIGATION.  There are no claims, suits or other proceedings
       -------------
threatened or pending against Tenant which materially and adversely affect its
ability to perform its obligations hereunder.

                                 ARTICLE XXI.
                      Invalidity of Particular Provisions

     If  any  term  or provision of this Lease or the application thereof to any
person  or  entity  or  circumstance  shall,  to  any  extent,  be  invalid  or
unenforceable,  the  remainder of this Lease, or the application of such term or
provision  to persons, entities or circumstances other than those as to which it
is  held  invalid or unenforceable, shall not be affected thereby, and each term
and provision of this Lease shall be valid and enforceable to the fullest extent
permitted  by  law.

                                 ARTICLE XXII.
                                   Notices

     Any  and  all notices, demands, requests, submissions, approvals, consents,
disapprovals,  objections,  offers or other communications or documents required
to  be  given,  delivered  or  served or which may be given, delivered or served
under  or  by  the  terms  and  provisions  of  this Lease or pursuant to law or
otherwise,  shall  be  in  writing  and shall be deemed to have been duly given,
delivered  or served; (i) if and when personally delivered or sent by verifiable
facsimile,  on the date so delivered or sent, or (ii) three (3) days after being
mailed  by  registered  or certified mail, postage prepaid, or (iii) one (1) day
after  the  giving of same to an overnight courier delivery service if sent by a
recognized  overnight  courier  delivery service, costs prepaid, addressed if to
the  Tenant,  at:

                            Hilton Hotels Corporation
                     3930 Howard Hughes Parkway, Fifth Floor
                              Las Vegas, NV  89109
                              Attention:  President
                             Phone:  (702) 699-5000
                              Fax:  (702) 699-5179


With copies to:

                            Hilton Hotels Corporation
                             9936 Civic Center Drive
                      Beverly Hills, California 90209-5567
                           Attention:  General Counsel
                             Phone:  (310) 278-4321
                              Fax:  (310) 205-4613
<PAGE>

                                       and
                                Jerome D. Riffel
                               Lathrop & Norquist
                          2345 Grand Avenue, Suite 2500
                        Kansas City, Missouri       64108
                             Phone:  (816) 842-0820
                              Fax:  (816) 421-0500

or  to  such  other address as Tenant may from time to time designate by written
notice  to  Landlord,  or  if  to  Landlord  at:

                     Port Authority of Kansas City, Missouri
                          10 Petticoat Lane, Suite 250
                           Kansas City, Missouri 64106
                         Attention:  Executive Director
                             Phone:  (816) 221-0636
                              Fax:  (816) 221-0189

With a copy to:
                              Phillip A. Kusnetzky
               McDowell, Rice & Smith, a Professional Corporation
                              120 West 12th Street
                                   Suite 1300
                          Kansas City, Missouri  64105
                             Phone:  (816) 221-5400
                              Fax:  (816) 474-7304

or  to such other address as Landlord may from time to time designate by written
notice  to  Tenant.

                                ARTICLE XXIII.
                        Rent Abatement/Claim for Damages

     Except  as  in  this Lease otherwise expressly prohibited Tenant shall have
such  rights  as  are  provided  by  Missouri  law  for abatement, diminution or
reduction  of  Rent  or charges or other claim for damages based on any material
inconvenience,  discomfort,  interruption  of  business,  loss  or  damage  to
improvements to the Demised Premises or personal property thereon, or otherwise.
<PAGE>

                                 ARTICLE XXIV.
                             Estoppel Certificates

Section  24.01     TENANT'S  CERTIFICATE.  Tenant  shall, without charge, at any
                   ---------------------
time  and  from time to time, within ten days after request by Landlord, certify
by  written instrument, duly executed, acknowledged and delivered to Landlord or
any  other  person,  firm,  entity  or  corporation  specified  by  Landlord:

(a)     that this Lease in unmodified and in full force and effect, or, if there
have  been  any modifications, that the same is in full force and effect as
modified  and  stating  the  modifications;

(b)     whether or not there are then existing any set-offs or defenses against
the enforcement of any of the agreements, terms, covenants or conditions hereof
and any modifications hereof upon the part of Tenant to be performed or complied
with, and, if so, specifying the same;

(c)     the dates, if any, to which the Minimum Net Rent, Percentage Rent and
Additional Rent and other charges hereunder have been paid in advance; and

(d)     the date of expiration of the then current term;

(e)     the Rent then payable under this Lease; and

(f)     such other matters as Landlord shall reasonably request.

Section  24.02     LANDLORD'S  CERTIFICATE.  Landlord  shall, without charge, at
                   -----------------------
any time and from time to time, within ten days after request by Tenant, certify
by written instrument, duly executed, acknowledged and delivered to Tenant,
to  the effect that this Lease is unmodified and in full force and effect (of if
there  shall  have been modifications, that the same is in full force and effect
as  modified  and stating the modifications) and the dates to which the Rent has
been  paid,  the  date  of expiration of the current term, the Rent then payable
under  this  Lease,  and  stating  whether  or not, to the best knowledge of the
officer  executing  such certificate on behalf of Landlord, Tenant is in default
in  performance  of any covenant, agreement or condition contained in this Lease
and,  if  so,  specifying  each  such default of which the person executing such
certificate  may  have  actual  knowledge and such other matters as Tenant shall
reasonably  request.

                               ARTICLE XXV.
                              Miscellaneous

Section  25.01     GOVERNING  LAW/VENUE.  This  Lease  shall  be governed by and
                   --------------------
construed  in accordance with the internal laws of the State of Missouri.  Venue
of  any  action  brought pursuant to this Lease or any Exhibit hereto or arising
on,  out  of,  under or by reason of or in any way relating to this Lease or the
landlord/tenant  relationship  created  hereunder or the obligations arising out
of, under, or by reason of the Development Agreement or resulting from any other
transaction  hereunder  or  thereunder  or  concerning  the  validity,
interpretation or enforcement hereof or thereof shall only be brought in (or, if
filed in a different venue, shall be transferred to) a State or Federal Court of
appropriate  jurisdiction located in or having jurisdiction over Jackson County,
Missouri.  Tenant  waives  any  objection to the jurisdiction of or venue in any
such  court,  consents  to transfer of venue to such court and to the service of
process issued by such court and agrees that each may be served by any method of
process  described  in the Missouri or Federal Rules of Civil Procedure.  Tenant
waives  any  right  to claim that any such court is an inconvenient forum or any
similar  defense.
<PAGE>

Section 25.02     CONFLICT AMONG PROVISIONS.  In the event of a conflict between
                  -------------------------
or among the terms, covenants, conditions or provisions of this Lease and the
Development Agreement or any Exhibit to either of the same, if such conflict
relates to performance or payment prior to the Commencement Date (except as to
payment of Interim Rent), the provisions of the Development Agreement shall
prevail, but if such conflict relates to performance or payment after the
Commencement Date (except as to initial construction of improvements), the
provisions of this Lease shall prevail. Notwithstanding any statement in the
Development Agreement, the Proposal, the Exhibits to the Development Agreement
or the Lease, Tenant's total obligations liability with respect to the payment
of Minimum Rent and the Riverfront Park Grant shall be a total of Thirty Million
Dollars ($30,000,000.00) during the initial ten (10) year term hereof and
includes all grants of monies and Minimum Rent for Tenant is liable to Landlord
or any other party and which payments include all liability of Tenant for the
construction of or payment for infrastructure and improvements excluding the
Site Improvements as now defined in the Development Agreement and which are
fully stated and limited to those Site Improvements listed in Exhibits C and D
to the Development Agreement.

Section 25.03     INTEREST RATE.  All sums due hereunder as Rent or otherwise
                  -------------
and whether due from Tenant to Landlord, or vice--versa, shall bear interest
from the date due until paid at a rate equal  to 400 basis points (4%) over the
rate of one year United States Treasury obligations existing on the first day of
the month during which such sums become due, adjusted upward to reflect any
increase in such rate during the time any such sun remains unpaid (the "Interest
Rate").

Section 25.04     SPECIAL REPORTS.  Tenant agrees to provide to Landlord, or to
                  ---------------
such parties as Landlord shall as required in connection with and under the
terms of the Bond Issuance described in Section 2.14 of this Lease direct, such
information as is necessary to allow Landlord to satisfy the requirements of
Rule 15c2-12, as amended, of the Securities and Exchange Commission.

                                ARTICLE XXVI.
                       Consent of Landlord and Tenant

Section  26.01     STANDARD.  Where  any  provision  of  this Lease requires the
                   --------
consent  or  approval  of  Landlord  or Tenant, each agrees that such consent or
approval  will  not  be  unreasonably  withheld  unless  otherwise  specifically
provided  for  herein.

Section 26.02     OTHER ACTS.  Each party agrees to perform any further acts and
                  ----------
deliver any additional documents that may be reasonably requested by the other
and are necessary to carry out the provisions of this Lease.

                               ARTICLE XXVII.
                          Payments Under Protest

     In  case  of  any  dispute  between Landlord and Tenant with respect to the
amount  of  money  payable  by  Tenant  to Landlord under the provisions of this
Lease,  Tenant  shall  be  privileged to make payment under protest and, in such
event,  shall  be  privileged  to assert and prosecute a claim or claims for the
recovery of the sum, or any part thereof, that shall have been so paid by Tenant
under  protest.
<PAGE>

                              ARTICLE XXVIII.
                           No Oral Modification

     All prior understandings and agreements between the parties are merged with
this  Lease,  which  together with the Development Agreement and Exhibits to the
same,  fully  and  completely set forth the understanding of the parties hereto;
and  this  Lease  may not be changed or terminated orally or in any manner other
than by an agreement in writing and signed by the party against whom enforcement
of  the  change  or  termination  is  sought.

                              ARTICLE XXIX.
               Covenants to Bind and Benefit Respective Parties

     The  covenants  and agreements herein contained shall bind and inure to the
benefit  of  Landlord, its successors and assigns, and Tenant, and its permitted
successors  and  assigns.

                               ARTICLE XXX.
                 Captions, Table of Contents and Exhibits

Section 30.01     CAPTIONS.  The captions, titles and headings of this Lease are
                  --------
for  convenience and reference only and in no way define, limit or describe
the  scope or intent of this Lease or any part thereof or in any way affect this
Lease.

Section 30.02     TABLE OF CONTENTS.  The table of contents preceding this Lease
                  -----------------
but under the same cover is for the purpose of convenience and reference only
and is not to be deemed or construed in any way as part of this Lease, nor as
supplemental thereto or amendatory thereof.

Section 30.03     EXHIBITS.  Each of the Exhibits hereto are by this reference
                  --------
made a part hereof as though fully set out herein.

     IN  WITNESS  WHEREOF,  Landlord  and  Tenant  have  caused this Lease to be
executed  by their duly authorized officers and their respective corporate seals
to  be  hereunto  affixed.

LANDLORD:     THE PORT AUTHORITY OF KANSAS CITY,     MISSOURI
                              By:
                                   Name:
                                   Title:

TENANT:                         HILTON HOTELS CORPORATION, a Delaware
                              corporation

                              By:
                                   Name:
                                   Title:

<PAGE>
                                 ACKNOWLEDGMENTS
STATE OF                    )
                         ) S/S
COUNTY OF                    )
     On this _____ day of ___________, 1995, before me appeared
to me personally known, who being by me duly sworn, did say that he/she is the
 of The Port Authority of Kansas City, Missouri, a public Corporation, and said
 acknowledged  execution of the foregoing instrument to be the free act and deed
of said Port Authority.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.


                                             Notary Public
My Commission Expires:


STATE OF                    )
                         ) SS
COUNTY OF                    )
     On this _____ day of ___________, 1995, before me appeared
to me personally known, who being by me duly sworn, did say that he/she is the
 of Hilton Hotels Corporation, a Delaware Corporation, and said
 acknowledged  execution of the foregoing instrument to be the free act and deed
of said corporation.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.


                                             Notary Public
My Commission Expires:



<PAGE>
                                    EXHIBIT A
                                       to
                      AMENDED AND RESTATED LEASE AGREEMENT

      By and between THE PORT AUTHORITY OF KANSAS CITY, MISSOURI and HILTON
HOTELS CORPORATION, a Delaware corporation, as of the _____ day of August, 1995.

                      [Consisting of the attached 35 pages]
                             [Development Agreement]

<PAGE>
                                    EXHIBIT A
                                       to
                      AMENDED AND RESTATED LEASE AGREEMENT

      By and between THE PORT AUTHORITY OF KANSAS CITY, MISSOURI and HILTON
HOTELS CORPORATION, a Delaware corporation, as of the _____ day of August, 1995.
                      [Consisting of the attached 35 pages]
[Development Agreement]

<PAGE>
                     FIRST ADDENDUM TO DEVELOPMENT AGREEMENT
                     ---------------------------------------
     This  Addendum  to that certain Development Agreement dated the 12th day of
March,  1993, between Port Authority of Kansas City, Missouri ("Port Authority")
and  Hilton  Hotels  Corporation  ("River  Queen") is effective this ____ day of
June, 1993, for the purposes of extending various dates by which Hilton and Port
Authority  are  to satisfy their respective contingencies and requirements under
the  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the mutual promises, covenants and
agreements,  and for other good and valuable consideration, sufficiency of which
is  hereby  acknowledged,  the  undersigned  do  hereby  agree  that:

     1.     River  Queen  and  Port  Authority  agree  that  the following dates
respecting  performance  required  by Hilton under the Agreement are extended as
follows:

Time Requirement                                        Due Date
----------------                                        --------
Complete Site A Facility                                   8/31/93
Preliminary Plans and Specifications
and Development Budget

Raise Objections to Title Commitment                         8/31/93
Respecting Sites A and B

Complete Surveys with Respect to Sites                         8/31/93
A and B

Raise Objections to Survey Sites A and B                         8/31/93

Conduct and Complete Analysis of Construction                    8/31/93
Costs and Inspections Concerning Archeological,
Environmental and Geotechnical Issues (  1.1b
of Development Agreement)

Right to Terminate Following Analysis of                         8/31/93
Costs and Archeological, Environmental and
Title Reviews

<PAGE>
     IN  WITNESS  WHEREOF, this First Addendum to Development Agreement has been
executed  as  of  the  day  and  year  first  above  written.
                              PORT AUTHORITY OF KANSAS CITY,
                              MISSOURI

                              By                         ,
                                   (name)                          (title)

                              HILTON HOTELS CORPORATION

                              By                         ,
                                   (name)                          (title)

<PAGE>
                    SECOND ADDENDUM TO DEVELOPMENT AGREEMENT
                    ----------------------------------------
     This  Second  Addendum to that certain Development Agreement dated the 12th
day  of  March,  1993,  between  Port  Authority of Kansas City, Missouri ("Port
Authority") and Hilton Hotels Corporation ("River Queen") is effective this ____
day of August, 1993, for the purposes of extending various dates by which Hilton
and  Port  Authority  are  to  satisfy  their  respective  contingencies  and
requirements  under  the  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the mutual promises, covenants and
agreements,  and for other good and valuable consideration, sufficiency of which
is  hereby  acknowledged,  the  undersigned  do  hereby  agree  that:

     1.     River  Queen  and  Port  Authority  agree  that  the following dates
respecting  performance  required  by Hilton under the Agreement are extended as
follows:
Time Requirement                                   Due Date
----------------                                   --------
Complete Site A Facility Preliminary Plans                    9/30/93
and specifications and Development Budget

Raise Objections to Title Commitment                    9/30/93
Respecting Sites A and B

Complete Surveys with Respect to Sites A and B               9/30/93

Raise Objections to Survey Sites A and B                    9/30/93

Conduct and Complete Analysis of Construction               9/30/93
Costs and Inspections Concerning Archeological,
Environmental and Geotechnical Issues
(  1.1b of Development Agreement)

Right to Terminate Following Analysis of                    9/30/93
Costs and Archeological, Environmental and
Title Reviews

Submit Final Critical Path                              9/30/93

Submit Preliminary Plans and Specifications                    9/30/93
for Site Improvements (to include requirement
in   4.1a)

<PAGE>
Time Requirement                                   Due Date
----------------                                   --------
Right to Terminate for Inability to Acquire                    9/30/93
Boatmen's Site for $2,000,000

Request Condemnation of Additional Improvements               9/30/93
and Easements

     2.     Port  Authority  and  River Queen hereby agree to extend the time of
Port  Authority  in  which  to  perform  certain  tasks  as  follows:

Time Requirement                                   Due Date
----------------                                   --------
Provide River Queen Sufficient Title                         9/30/93
to Execute Contingencies Waiver Addendum

Provide Title Commitment With All Documents               9/30/93
for Sites A & B                                   9/30/93

Approval of Critical Path                              9/30/93

Approval of Plans and Specifications for                    9/30/93

Site Improvements

Cure Title Objections                                   9/30/93

Cure Survey Objections                              9/30/93

Correct Environmental Problems on Site B                    9/30/93

     IN  WITNESS WHEREOF, this Second Addendum to Development Agreement has been
executed  as  of  the  day  and  year  first  above  written.

                              PORT AUTHORITY OF KANSAS CITY,
                              MISSOURI

                              By                         ,
                                   (name)                          (title)

                              HILTON HOTELS CORPORATION

                              By                         ,
                                   (name)                          (title)

<PAGE>

                     THIRD ADDENDUM TO DEVELOPMENT AGREEMENT
                     ---------------------------------------
     THIS ADDENDUM is made and entered into this 24th day of September, 1993, by
and  between  HILTON  HOTELS  CORPORATION, a Delaware corporation, and its River
Queen Operating Assignee (jointly hereinafter referred to as "River Queen"), and
PORT  AUTHORITY  OF  KANSAS  CITY, MISSOURI, a public body corporate and politic
(hereinafter  referred  to  as  "Port  Authority").

     WITNESSETH:

     WHEREAS,  on  March  12,  1993, River Queen and Port Authority entered into
that certain Development Agreement which governs the development of certain real
property  described  on  Exhibit  B to said Development Agreement as the "Leased
Premises"  and  specifically includes the Boatmen's Property, as defined herein,
and  all  other  necessary  property  acquired to be part of the Leased Premises
(hereinafter  referred  to  as  "Site  B");  and

WHEREAS,  in  May and June, 1993, a total of three (3) underground storage tanks
were  removed  from  that  portion  of  Site B owned by the City of Kansas City,
Missouri;  and

WHEREAS,  the  soils at and/or near the former underground storage tanks contain
petroleum-related  contaminants;  and

WHEREAS,  the  Development  Agreement  contractually obligates Port Authority to
spend  up  to  Two  Million Five Hundred Thousand Dollars ($2,500,000) as may be
necessary  to  remedy environmental contamination on Site B and deliver to River
Queen  a  sufficiently  clean  environmental  site;  and

<PAGE>
9.     All  provisions of the Development Agreement inconsistent with this Third
Addendum  are  null  and  void  and  have  no  effect.

IN  WITNESS  WHEREOF,  the  parties  have caused this Addendum to be executed by
their  duly-authorized  representatives  as  of  the  day  and  year first above
written.

                                         PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                         By
                                         Elbert Anderson , Chairman
                                         ---------------   --------
                                         (name)          (title)



                                         HILTON HOTELS CORPORATION


                                         By
                                                        ,
                                         (name)          (title)



List of Exhibits
----------------

     M.     Bioremediation Plan


<PAGE>

                    FOURTH ADDENDUM TO DEVELOPMENT AGREEMENT
                    ----------------------------------------
     THIS  ADDENDUM  is made and entered into this 31st day of October, 1993, by
and  between  HILTON  HOTELS  CORPORATION, a Delaware corporation, and its River
Queen Operating Assignee (jointly hereinafter referred to as "River Queen"), and
PORT  AUTHORITY  OF  KANSAS  CITY, MISSOURI, a public body corporate and politic
(hereinafter  referred  to  as  "Port  Authority").

WITNESSETH:

NOW, THEREFORE, in consideration of the representations and mutual covenants and
agreements  herein  contained  and  other  good  and valuable consideration, the
receipt  and  sufficiency  of  which are acknowledged by the parties hereto, the
parties  agree  as  follows:

1.     River  Queen  and Port Authority agree that the following date respecting
performance  required  by  Hilton  under  the Agreement are extended as follows:

Time Requirement                                             Due Date
----------------                                             --------

Complete Site A Facility Preliminary Plans                  Submitted &
and Specifications and Development Budget                    Approved
                                                             09/23/93
Raise Objections to Title Commitment
Respecting Sites A and B                                     11/30/93

Complete Surveys with Respect to Sites A and B               11/30/93

Raise Objections to Survey Sites A and B                     11/30/93

Conduct and Complete Analysis of Construction                Completed
Costs and Inspections Concerning Archeological               09/23/93

Environmental and Geotechnical Issues
(  1.1b of Development Agreement)                            11/30/93



<PAGE>
                                      PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                      By
                                      Elbert Anderson , Chairman
                                      ---------------   --------
                                      (name)          (title)



                                      HILTON HOTELS CORPORATION


                                      By
                                                     ,
                                      (name)          (title)


                                  ACKNOWLEDGMENT
                                  --------------

STATE OF MISSOURI     )
                    )   ss.
COUNTY OF JACKSON     )

     BEFORE  ME,  a  Notary  Public  in  and for the County and State aforesaid,
personally appeared Elbert L. Anderson, Chairman of the PORT AUTHORITY OF KANSAS
CITY,  MISSOURI,  a public corporation, who is known to me to be the same person
who  executed  the  foregoing  instrument  on behalf of said Port Authority, and
acknowledged the execution of the same as the free and voluntary act and deed of
said  Port  Authority.

IN  WITNESS  WHEREOF,  I  have hereunto set my hand and affixed my notarial seal
this  10th  day  of  November,  1993.


                                        Notary Public

My Commission Expires:


June 22, 1994
-------------




<PAGE>

                     FIFTH ADDENDUM TO DEVELOPMENT AGREEMENT
                     ---------------------------------------

     THIS  ADDENDUM is made and entered into this 30th day of November, 1993, by
and  between  HILTON  HOTELS  CORPORATION, a Delaware corporation, and its River
Queen Operating Assignee (jointly hereinafter referred to as "River Queen"), and
PORT  AUTHORITY  OF  KANSAS  CITY, MISSOURI, a public body corporate and politic
(hereinafter  referred  to  as  "Port  Authority").

     WITNESSETH:

     NOW,  THEREFORE,  in  consideration  of  the  representations  and  mutual
covenants  and  agreements  herein  contained  and  other  good  and  valuable
consideration,  the  receipt  and  sufficiency  of which are acknowledged by the
parties  hereto,  the  parties  agree  as  follows:

1.     River  Queen  and Port Authority agree that the following date respecting
performance  required  by  Hilton  under  the Agreement are extended as follows:

Time Requirement                                            Due Date
----------------                                            --------

Complete Site A Facility Preliminary Plans                 Submitted &
and Specifications and Development Budget                    Approved
                                                             09/23/93
Raise Objections to Title Commitment
Respecting Sites A and B                                     01/15/94

Complete Surveys with Respect to Sites A and B               01/15/94

Raise Objections to Survey Sites A and B                     01/15/94

Conduct and Complete Analysis of Construction                Completed

Costs and Inspections Concerning Archeological               09/23/93


<PAGE>

                                   PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                   By
                                                  ,
                                   (name)          (title)



                                   HILTON HOTELS CORPORATION


                                   By
                                                  ,
                                   (name)          (title)


                                 ACKNOWLEDGMENT
                                 --------------

STATE OF MISSOURI     )
                    )   ss.
COUNTY OF JACKSON     )

     BEFORE  ME,  a  Notary  Public  in  and for the County and State aforesaid,
personally appeared Elbert L. Anderson, Chairman of the PORT AUTHORITY OF KANSAS
CITY,  MISSOURI,  a public corporation, who is known to me to be the same person
who  executed  the  foregoing  instrument  on behalf of said Port Authority, and
acknowledged the execution of the same as the free and voluntary act and deed of
said  Port  Authority.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial seal this
6th  day  of  December,  1993.


                                        Notary Public

My Commission Expires:







<PAGE>

                     SIXTH ADDENDUM TO DEVELOPMENT AGREEMENT
                     ---------------------------------------

     THIS  ADDENDUM  is made and entered into this 14th day of January, 1994, by
and  between  HILTON  HOTELS  CORPORATION, a Delaware corporation, and its River
Queen Operating Assignee (jointly hereinafter referred to as "River Queen"), and
PORT  AUTHORITY  OF  KANSAS  CITY, MISSOURI, a public body corporate and politic
(hereinafter  referred  to  as  "Port  Authority").

     WITNESSETH:

     NOW,  THEREFORE,  in  consideration  of  the  representations  and  mutual
covenants  and  agreements  herein  contained  and  other  good  and  valuable
consideration,  the  receipt  and  sufficiency  of which are acknowledged by the
parties  hereto,  the  parties  agree  as  follows:

1.     River  Queen  and Port Authority agree that the following date respecting
performance  required  by  Hilton  under  the Agreement are extended as follows:

Time Requirement                                        Due Date
----------------                                        --------

Complete Site A Facility Preliminary Plans              Submitted &
and Specifications and Development Budget               Approved
                                                        09/23/93
Raise Objections to Title Commitment
Respecting Sites A and B                                02/07/94

Complete Surveys with Respect to Sites A and B          02/07/94

Raise Objections to Survey Sites A and B                02/07/94

Conduct and Complete Analysis of Construction           Completed

Costs and Inspections Concerning Archeological          09/23/93


<PAGE>

Approval of Plans and Specifications for               02/07/94
Site Improvements

Cure Title Objections                                  02/07/94

Cure Survey Objections                                 02/07/94

Correct Environmental Problems on Site B               03/31/94

     IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by
their  duly-authorized  representatives  as  of  the  day  and  year first above
written.

                                      PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                      By
                                                     ,
                                      (name)          (title)



                                      HILTON HOTELS CORPORATION


                                      By
                                                     ,
                                      (name)          (title)


                                 ACKNOWLEDGMENT
                                 --------------

STATE OF MISSOURI     )
                    )   ss.
COUNTY OF JACKSON     )

     BEFORE  ME,  a  Notary  Public  in  and for the County and State aforesaid,
personally appeared Elbert L. Anderson, Chairman of the PORT AUTHORITY OF KANSAS
CITY,  MISSOURI,  a public corporation, who is known to me to be the same person
who  executed  the  foregoing  instrument  on behalf of said Port Authority, and
acknowledged the execution of the same as the free and voluntary act and deed of
said  Port  Authority.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial seal this
24th  day  of  January,  1994.


                                        Notary Public

My Commission Expires:






<PAGE>

                    SEVENTH ADDENDUM TO DEVELOPMENT AGREEMENT
                    -----------------------------------------

     THIS  ADDENDUM  is made and entered into this 7th day of February, 1994, by
and  between  HILTON  HOTELS  CORPORATION, a Delaware corporation, and its River
Queen Operating Assignee (jointly hereinafter referred to as "River Queen"), and
PORT  AUTHORITY  OF  KANSAS  CITY, MISSOURI, a public body corporate and politic
(hereinafter  referred  to  as  "Port  Authority").

     WITNESSETH:

     NOW,  THEREFORE,  in  consideration  of  the  representations  and  mutual
covenants  and  agreements  herein  contained  and  other  good  and  valuable
consideration,  the  receipt  and  sufficiency  of which are acknowledged by the
parties  hereto,  the  parties  agree  as  follows:

1.     River  Queen and Port Authority agree that the following dates respecting
performance  required  by  Hilton  under  the Agreement are extended as follows:

Time Requirement                                           Due Date
----------------                                           --------

Complete Site A Facility Preliminary Plans                 Submitted &
and Specifications and Development Budget                   Approved
                                                            09/23/93
Raise Objections to Title Commitment
Respecting Sites A and B                                    03/07/94

Complete Surveys with Respect to Sites A and B              03/07/94

Raise Objections to Survey Sites A and B                    03/07/94

Conduct and Complete Analysis of Construction               Completed

Costs and Inspections Concerning Archeological              09/23/93



<PAGE>

Approval of Plans and specifications for                    03/07/94
Site Improvements

Cure Title objections                                       03/07/94

Cure Survey Objections                                      03/07/94

Correct Environmental Problems on Site B                    03/31/94

     IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by
their  duly-authorized  representatives  as  of  the  day  and  year first above
written.

                                      PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                      By
                                                     ,
                                      (name)          (title)



                                      HILTON HOTELS CORPORATION


                                      By
                                                     ,
                                      (name)          (title)


                                 ACKNOWLEDGMENT
                                 --------------

STATE OF MISSOURI     )
                    )   ss.
COUNTY OF JACKSON     )

     BEFORE  ME,  a  Notary  Public  in  and for the County and State aforesaid,
personally appeared Elbert L. Anderson, Chairman of the PORT AUTHORITY OF KANSAS
CITY,  MISSOURI,  a public corporation, who is known to me to be the same person
who  executed  the  foregoing  instrument  on behalf of said Port Authority, and
acknowledged the execution of the same as the free and voluntary act and deed of
said  Port  Authority.

     IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial seal
this  7th  day  of  February,  1994.


                                        Notary Public

My Commission Expires:





<PAGE>

                    EIGHTH ADDENDUM TO DEVELOPMENT AGREEMENT
                    ----------------------------------------

     THIS ADDENDUM is made and entered into this 18th day of March, 1994, by and
between  HILTON  HOTELS CORPORATION, a Delaware corporation, and its River Queen
Operating  Assignee (jointly hereinafter referred to as "River Queen"), and PORT
AUTHORITY  OF  KANSAS  CITY,  MISSOURI,  a  public  body  corporate  and politic
(hereinafter  referred  to  as  "Port  Authority").

WITNESSETH:

NOW, THEREFORE, in consideration of the representations and mutual covenants and
agreements  herein  contained  and  other  good  and valuable consideration, the
receipt  and  sufficiency  of  which are acknowledged by the parties hereto, the
parties  agree  as  follows:

1.     River  Queen and Port Authority agree that the following dates respecting
performance  required  by  Hilton  under  the Agreement are extended as follows:

Time Requirement                                          Due Date
----------------                                          --------

Complete Site A Facility Preliminary Plans                Submitted &
and Specifications and Development Budget                 Approved
                                                          09/23/93
Raise Objections to Title Commitment
Respecting Sites A and B                                  04/15/94

Complete Surveys with Respect to Sites A and B            04/15/94

Raise Objections to Survey Sites A and B                  04/15/94

Conduct and Complete Analysis of Construction             Completed

Costs and Inspections Concerning Archeological            09/23/93


<PAGE>

Approval of Plans and Specifications for                  04/15/94
Site Improvements

Cure Title Objections                                     04/15/94

Cure Survey Objections                                    04/15/94

Correct Environmental Problems on Site B                  04/15/94

     IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by
their  duly-authorized  representatives  as  of  the  day  and  year first above
written.

                                     PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                     By
                                                    ,
                                     (name)          (title)



                                     HILTON HOTELS CORPORATION


                                     By
                                                    ,
                                     (name)          (title)


                                 ACKNOWLEDGMENT
                                 --------------

STATE OF MISSOURI     )
                    )   ss.
COUNTY OF JACKSON     )

     BEFORE  ME,  a  Notary  Public  in  and for the County and State aforesaid,
personally appeared Elbert L. Anderson, Chairman of the PORT AUTHORITY OF KANSAS
CITY,  MISSOURI,  a public corporation, who is known to me to be the same person
who  executed  the  foregoing  instrument  on behalf of said Port Authority, and
acknowledged the execution of the same as the free and voluntary act and deed of
said  Port  Authority.

<PAGE>
IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial seal this
17th  day  of  March,  1994.


                                        Notary Public

My Commission Expires:





<PAGE>

                     NINTH ADDENDUM TO DEVELOPMENT AGREEMENT
                     ---------------------------------------

     THIS ADDENDUM is made and entered into this 26th day of April, 1994, by and
between  HILTON  HOTELS CORPORATION, a Delaware corporation, and its River Queen
Operating  Assignee (jointly hereinafter referred to as "River Queen"), and PORT
AUTHORITY  OF  KANSAS  CITY,  MISSOURI,  a  public  body  corporate  and politic
(hereinafter  referred  to  as  "Port  Authority").

WITNESSETH:

NOW, THEREFORE, in consideration of the representations and mutual covenants and
agreements  herein  contained  and  other  good  and valuable consideration, the
receipt  and  sufficiency  of  which are acknowledged by the parties hereto, the
parties  agree  as  follows:

     1.     River  Queen  and  Port  Authority  agree  that  the following dates
respecting  performance  required  by Hilton under the Agreement are extended as
follows:

Time Requirement                                          Due Date
----------------                                          --------

Complete Site A Facility Preliminary Plans                Submitted &
and Specifications and Development Budget                 Approved
                                                          09/23/93
Raise Objections to Title Commitment
Respecting Sites A and B                                  05/15/94

Complete Surveys with Respect to Sites A and B            05/15/94

Raise Objections to Survey Sites A and B                  05/15/94


<PAGE>

Approval of Critical Path                                 05/15/94

Approval of Plans and Specifications for                  05/15/94
Site Improvements

Cure Title Objections                                     05/15/94

Cure Survey Objections                                    05/15/94

Correct Environmental Problems on Site B                  05/15/94

     IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by
their  duly-authorized  representatives  as  of  the  day  and  year first above
written.

                                     PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                     By
                                                    ,
                                     (name)          (title)



                                     HILTON HOTELS CORPORATION


                                     By
                                                    ,
                                     (name)          (title)


                                 ACKNOWLEDGMENT
                                 --------------

STATE OF MISSOURI     )
                    )   ss.
COUNTY OF JACKSON     )

     BEFORE  ME,  a  Notary  Public  in  and for the County and State aforesaid,
personally appeared Elbert L. Anderson, Chairman of the PORT AUTHORITY OF KANSAS
CITY,  MISSOURI,  a public corporation, who is known to me to be the same person
who  executed  the  foregoing  instrument  on behalf of said Port Authority, and
acknowledged the execution of the same as the free and voluntary act and deed of
said  Port  Authority.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial seal this
26th  day  of  April,  1994.


                                        Notary Public

My Commission Expires:






<PAGE>

                     TENTH ADDENDUM TO DEVELOPMENT AGREEMENT
                     ---------------------------------------

     THIS  ADDENDUM  is made and entered into this 13th day of May, 1994, by and
between  HILTON  HOTELS CORPORATION, a Delaware corporation, and its River Queen
Operating  Assignee (jointly hereinafter referred to as "River Queen"), and PORT
AUTHORITY  OF  KANSAS  CITY,  MISSOURI,  a  public  body  corporate  and politic
(hereinafter  referred  to  as  "Port  Authority").

WITNESSETH:

NOW, THEREFORE, in consideration of the representations and mutual covenants and
agreements  herein  contained  and  other  good  and valuable consideration, the
receipt  and  sufficiency  of  which are acknowledged by the parties hereto, the
parties  agree  as  follows:

1.     River  Queen and Port Authority agree that the following dates respecting
performance  required  by  Hilton  under  the Agreement are extended as follows:

Time Requirement                                           Due Date
----------------                                           --------

Complete Site A Facility Preliminary Plans                 Submitted &
and Specifications and Development Budget                  Approved
                                                           09/23/93
Raise Objections to Title Commitment
Respecting Sites A and B                                   05/31/94

Complete Surveys with Respect to Sites A and B             05/31/94

Raise Objections to Survey Sites A and B                   05/31/94



<PAGE>

Approval of Critical Path                                 05/31/94

Approval of Plans and Specifications for                  05/31/94
Site Improvements

Cure Title Objections                                     05/31/94

Cure Survey Objections                                    05/31/94

Correct Environmental Problems on Site B                  05/31/94

     IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by
their  duly-authorized  representatives  as  of  the  day  and  year first above
written.

                                     PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                     By
                                                    ,
                                     (name)          (title)



                                     HILTON HOTELS CORPORATION


                                     By
                                                    ,
                                     (name)          (title)




<PAGE>

                   ELEVENTH ADDENDUM TO DEVELOPMENT AGREEMENT
                   ------------------------------------------

     THIS  ADDENDUM  is made and entered into this 15th day of June,1994, by and
between  HILTON  HOTELS CORPORATION, a Delaware corporation, and its River Queen
Operating  Assignee (jointly hereinafter referred to as "River Queen"), and PORT
AUTHORITY  OF  KANSAS  CITY,  MISSOURI,  a  public  body  corporate  and politic
(hereinafter  referred  to  as  "Port  Authority").

WITNESSETH:

NOW, THEREFORE, in consideration of the representations and mutual covenants and
agreements  herein  contained  and  other  good  and valuable consideration, the
receipt  and  sufficiency  of  which are acknowledged by the parties hereto, the
parties  agree  as  follows:

1.     River  Queen and Port Authority agree that the following dates respecting
performance  required  by  Hilton  under  the Agreement are extended as follows:

Time Requirement                                           Due Date
----------------                                           --------

Complete Site A Facility Preliminary Plans                 Submitted &
and Specifications and Development Budget                  Approved
                                                           09/23/93
Raise Objections to Title Commitment
Respecting Sites A and B                                   07/11/94

Complete Surveys with Respect to Sites A and B             07/11/94

Raise Objections to Survey Sites A and B                   07/11/94



<PAGE>

Approval of Critical Path                                  07/11/94

Approval of Plans and Specifications for                   07/11/94
Site Improvements

Cure Title Objections                                      07/11/94

Cure Survey Objections                                     07/11/94

Correct Environmental Problems on site B                   07/11/94

     IN WITNESS WHEREOF, the parties have caused this Addendum to be executed by
their  duly-authorized  representatives  as  of  the  day  and  year first above
written.

                                     PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                     By
                                                    ,
                                     (name)          (title)



                                     HILTON HOTELS CORPORATION


                                     By
                                     Gerald W. Ricker, Senior Vice
                                     President - Development


<PAGE>

                    TWELFTH ADDENDUMTO DEVELOPMENT AGREEMENT
                    ----------------------------------------

     THIS ADDENDUM is made and entered into this 15th day of September, 1994, by
and  between  HILTON  HOTELS  CORPORATION, a Delaware corporation, and its River
Queen Operating Assignee (jointly hereinafter referred to as "River Queen"), and
the PORT AUTHORITY OF KANSAS CITY, MISSOURI, a public body corporate and politic
(hereinafter  referred  to  as  "Port  Authority").

WITNESSETH:

WHEREAS,  on  March  12,  1993, River Queen and Port Authority entered into that
certain  Development  Agreement  which  governs  the development of certain real
property  described  on  Exhibit  B to said Development Agreement as the "Leased
Premises";  and

WHEREAS, River Queen and Port Authority have executed Addenda One through Eleven
which  Addenda  together  with the original March 12, 1993 Development Agreement
and  this  Twelfth  Addendum  are  herein  collectively  referred  to  as  the
"Development  Agreement"  or  the  "Agreement";  and

WHEREAS,  Port  Authority  and  River  Queen  have  determined  to  proceed  to
development  of Site A only because of changing regulatory requirements, changes
in  the  Missouri  gaming  laws,  certain  site  constraints,  and  concern with
potential  problems  relating to environmental and archaeological issues at Site

B.

NOW, THEREFORE, in consideration of the representations and mutual covenants and
agreements  herein  contained  and  other  good  and valuable consideration, the
receipt  and  sufficiency  of  which are acknowledged by the parties hereto, the
parties  agree  as  follows:


<PAGE>

Improvements  as  now  defined  in the Development Agreement and which are fully
stated  and limited to those Site Improvements listed in Exhibits C and D to the
                                                         ----------------
Development  Agreement.

                                     PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                     By
                                                    ,
                                     (name)          (title)



                                     HILTON HOTELS CORPORATION


                                     By
                                                    ,
                                     (name)          (title)



<PAGE>

                  THIRTEENTH ADDENDUM TO DEVELOPMENT AGREEMENT
                  --------------------------------------------

     THIS  ADDENDUM is made and entered into this 1st   day of May, 1995, by and
between  HILTON  HOTELS CORPORATION, a Delaware corporation, and its River Queen
Operating  Assignee  (jointly hereinafter referred to as "River Queen"), and the
PORT  AUTHORITY  OF  KANSAS  CITY, MISSOURI, a public body corporate and politic
(hereinafter  referred  to  as  "Port  Authority").

WITNESSETH:

WHEREAS,  on  March  12,  1993, River Queen and Port Authority entered into that
certain  Development  Agreement  which  governs  the development of certain real
property  described  on  Exhibit  B to said Development Agreement as the "Leased
Premises";  and

WHEREAS, River Queen and Port Authority have executed Addenda One through Twelve
which  Addenda  together  with the original March 12, 1993 Development Agreement
and  this  Thirteenth  Addendum  are  herein  collectively  referred  to  as the
"Development  Agreement"  or  the  "Agreement";  and

WHEREAS,  River  Queen  and  Port  Authority  have  been  unable to complete all
requirements necessary to satisfy the contingencies in the Development Agreement
but have diligently proceeded and made satisfactory progress toward satisfaction
thereof;  and

WHEREAS,  the  Port Authority and River Queen desire to extend the Contingencies
Waiver  Date  and  certain  other  dates  of  the  Development  Agreement to and
including  July  31,  1995.
<PAGE>

NOW, THEREFORE, in consideration of the representations and mutual covenants and
agreements  herein  contained  and  other  good  and valuable consideration, the
receipt  and  sufficiency  of  which are acknowledged by the parties hereto, the
parties  agree  as  follows:

1.     Section  3.1(a) of the Development Agreement is hereby further amended to
provide  that  the  Contingencies Waiver Date is hereby extended by agreement of
River  Queen  and  Port  Authority to and including July 31, 1995, and such date
shall  hereafter  be  the  Extended  Contingencies  Waiver  Date.

2.     All  other  dates  extended  to December 31, 1994 in the Twelfth Addendum
(for  example, title, survey and permitting requirements) are hereby extended by
agreement  of the Port Authority and River Queen to and including July 31, 1995.

3.     River  Queen  and  Port  Authority agree the documents attached hereto as
"Exhibit  D"  be  and  hereby  are  substituted  for  existing "Exhibit D" (Site
   --------                                                     ---------
Improvements  Plan) to the Development Agreement and shall hereafter be "Exhibit
                                                                         -------
D"  in  all  respects.
--

                                     PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                     By
                                                    ,
                                     (name)          (title)



                                     HILTON HOTELS CORPORATION


                                     By
                                     Gerald W. Ricker, Senior Vice
                                     President - Development


<PAGE>

                   FOURTEENTH ADDENDUM TO DVELOPMENT AGREEMENT
                   -------------------------------------------

     THIS  ADDENDUM is made and entered into this 31st day of July, 1995, by and
between  HILTON  HOTELS CORPORATION, a Delaware corporation, and its River Queen
Operating  Assignee  (jointly hereinafter referred to as "River Queen"), and the
PORT  AUTHORITY  OF  KANSAS  CITY, MISSOURI, a public body corporate and politic
(hereinafter  referred  to  as  "Port  Authority").

WITNESSETH:

WHEREAS,  on  March  12,  1993, River Queen and Port Authority entered into that
certain  Development  Agreement  which  governs  the development of certain real
property  described  on  Exhibit  B to said Development Agreement as the "Leased
Premises";  and

WHEREAS,  River  Queen  and  Port  Authority  have  executed Addenda One through
Thirteen  which  Addenda  together  with the original March 12, 1993 Development
Agreement  and  this  Fourteenth Addendum are herein collectively referred to as
the  "Development  Agreement"  or  the  "Agreement";  and

WHEREAS,  River  Queen  and  Port  Authority  have  been  unable to complete all
requirements necessary to satisfy the contingencies in the Development Agreement
but have diligently proceeded and made satisfactory progress toward satisfaction
thereof;  and

WHEREAS,  the  Port Authority and River Queen desire to extend the Contingencies
Waiver  Date  and  certain  other  dates  of  the  Development  Agreement to and
including  August  15,  1995;  and

<PAGE>

                                     PORT AUTHORITY OF KANSAS CITY, MISS0URI


                                     By
                                     Elbert Anderson, Chairman


                                     HILTON HOTELS CORPORATION


                                     By
                                     Gerald W. Ricker, Senior Vice
                                     President - Development


                                 ACKNOWLEDGMENT
                                 --------------

STATE OF MISSOURI     )
                    )   ss.
COUNTY OF JACKSON     )

     BEFORE  ME,  a  Notary  Public  in  and for the County and State aforesaid,
personally appeared Elbert L. Anderson, Chairman of the PORT AUTHORITY OF KANSAS
CITY,  MISSOURI,  a public corporation, who is known to me to be the same person
who  executed  the  foregoing  instrument  on behalf of said Port Authority, and
acknowledged the execution of the same as the free and voluntary act and deed of
said  Port  Authority.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial seal this
4th  day  of  August,  1995.


                                        Notary Public

My Commission Expires:





<PAGE>

                                    EXHIBIT B
                                       to
                      AMENDED AND RESTATED LEASE AGREEMENT

By  and  between  THE  PORT AUTHORITY OF KANSAS CITY, MISSOURI and HILTON HOTELS
CORPORATION,  a  Delaware  corporation,  as  of  the  21st  day of August, 1995.

                             Description of Property

                                    TRACT A-1

ALL THAT PART OF FRACTIONAL SECTION 28 AND FRACTIONAL SECTION 33, IN TOWNSHIP 50
NORTH,  RANGE  33 WEST, AS ORIGINALLY SURVEYED BY THE UNITED STATES, AND CERTAIN
ACCRETED  LAND,  ALL  IN  KANSAS  CITY,  JACKSON  COUNTY, MISSOURI, DESCRIBED AS
FOLLOWS:

COMMENCING  AT  THE  POINT  OF INTERSECTION OF THE UNITED STATES HARBOR LINE, AS
ESTABLISHED  ON  THE  SOUTH BANK OF THE MISSOURI RIVER IN 1904 AND 1924, AND THE
EAST  RIGHT-OF-WAY LINE OF U.S. INTERSTATE ROUTES 29 AND 35, AS RECORDED IN BOOK
B-5945,  PAGE  310,  AS  DOCUMENT  NO.  B570825,  DATED  5-11-1965;

THEN  S19-47-42E  ALONG THAT RIGHT-OF-WAY LINE, A DISTANCE OF 198.70 FEET TO THE
SOUTH  RIGHT-OF-WAY LINE OF RELOCATED RIVER FRONT ROAD, AS RECORDED IN ORDINANCE
NO.  42446,  DATED 3-30-1973, THE POINT OF BEGINNING ALSO BEING A POINT OF CURVE
OF  A  NONTANGENT  CURVE  TO  THE RIGHT HAVING A CENTRAL ANGLE OF 61-35-24 AND A
RADIUS  OF  460.87  FEET,  THE  RADIUS  POINT  BEARS  S24-06-56E;

THEN  SOUTHEASTERLY,  SOUTHWESTERLY  AND  NORTHWESTERLY  ALONG THE SOUTHEASTERLY
RIGHT-OF-WAY  LINE  OF  RELOCATED RIVER FRONT ROAD, AS RECORDED IN ORDINANCE NO.
42446,  DATED  3-30-1973  AND  IN BOOK K436, AT PAGE 730, DATED 4-12-1973, UNDER
DOCUMENT  NO.  K-194186,  THE  FOLLOWING  8  COURSES:

1.     SOUTHEASTERLY  ALONG  THE  ARC  OF THAT CURVE, A DISTANCE OF 495.41 FEET;

2.     S52-31-32E,  A  DISTANCE OF 449.20 FEET TO A POINT OF CURVE OF A CURVE TO
THE  LEFT  HAVING  A  CENTRAL  ANGLE  OF  4-40-10  AND  A RADIUS OF 580.87 FEET;

1.     SOUTHEASTERLY  ALONG  THE  ARC  OF  THAT CURVE, A DISTANCE OF 47.34 FEET;

2.     S14-03-53E, A DISTANCE OF 155.67 FEET TO A POINT OF CURVE OF A NONTANGENT
CURVE  TO  THE  RIGHT  HAVING A CENTRAL ANGLE OF 37-59-11 AND A RADIUS OF 460.87
FEET,  THE  RADIUS  POINT  BEARS  N69-51-40W;

3.     SOUTHWESTERLY  ALONG  THE  ARC  OF THAT CURVE, A DISTANCE OF 305.55 FEET;

4.     S67-22-36W, A DISTANCE OF 248.91 FEET TO A POINT OF CURVE OF A NONTANGENT
CURVE  TO  THE  RIGHT  HAVING A CENTRAL ANGLE OF 89-54-37 AND A RADIUS OF 140.19
FEET,  THE  RADIUS  POINT  BEARS  N31-52-21W;

5.     WESTERLY  ALONG  THE  ARC  OF  THAT  CURVE,  A  DISTANCE  OF 219.99 FEET;

6.     N27-55-08W,  A  DISTANCE  OF  60.58 FEET TO THE EAST RIGHT-OF-WAY LINE OF
U.S.  INTERSTATE  ROUTES  29 AND 35, ALSO BEING A POINT OF CURVE OF A NONTANGENT
CURVE  TO  THE  LEFT  HAVING A CENTRAL ANGLE OF 12-47-05 AND A RADIUS OF 2059.86
FEET,  THE  RADIUS  POINT  BEARS  S85-59-23W;

THEN NORTHERLY ALONG THE EAST RIGHT-OF-WAY LINE OF U.S. INTERSTATE ROUTES 29 AND
35  THE  FOLLOWING  5  COURSES;

1.     NORTHWESTERLY ALONG THE ARC OF THAT CURVE, A DISTANCE OF 459.63 FEET TO A
POINT  THAT  IS  150  FEET  DISTANT  NORTHEASTERLY FROM AND CONCENTRIC WITH U.S.
INTERSTATE  ROUTES  29 AND 35 CENTERLINE, AND BEING A POINT OF CURVE OF A SPIRAL
CURVE  TO  THE  LEFT  HAVING  A CENTRAL ANGLE OF 3-00-00 AND AN INFINITE RADIUS;

2.     NORTHWESTERLY  ALONG  THE  ARC OF THAT SPIRAL CURVE, A DISTANCE OF 207.16
FEET,  MORE  OR  LESS,  TO A POINT BEING 150 FEET DISTANT NORTHEASTERLY FROM AND
CONCENTRIC  WITH  U.S.  INTERSTATE  ROUTES  29  AND  35  CENTERLINE;

3.     N19-47-42W,  A  DISTANCE  OF  109.38  FEET;

4.     S70-12-18W,  A  DISTANCE  OF  75.00  FEET;

5.     N19-47-42W, A DISTANCE OF 12.31 FEET TO THE POINT OF BEGINNING.
CONTAINING 10.327 ACRES MORE OR LESS.

<PAGE>

                                    TRACT A-2

ALL THAT PART OF FRACTIONAL SECTION 28 AND FRACTIONAL SECTION 33, IN TOWNSHIP 50
NORTH,  RANGE  33 WEST, AS ORIGINALLY SURVEYED BY THE UNITED STATES, AND CERTAIN
ACCRETED  LANDS  (PART  OF THE LAND MAY ALSO LIE WITHIN PARTS OF LOTS 51 AND 52,
HURCK'S  SUBDIVISION  OF GUINOTTE BLUFF, ACCORDING TO THE RECORDED PLAT THEREOF)
ALL  OF  SAID  LAND BEING IN KANSAS CITY, JACKSON COUNTY, MISSOURI, DESCRIBED AS
FOLLOWS:

BEGINNING  AT  THE  POINT  OF  INTERSECTION OF THE UNITED STATES HARBOR LINE, AS
ESTABLISHED  ON  THE  SOUTH BANK OF THE MISSOURI RIVER IN 1904 AND 1924, AND THE
EAST  RIGHT-OF-WAY LINE OF U.S. INTERSTATE ROUTES 29 AND 35, AS RECORDED IN BOOK
B5945,  PAGE  310  AS  DOCUMENT  NO.  B570825,  DATED  5-11-1965;

THEN  N61-01-00E  ALONG  THAT  HARBOR  LINE  A  DISTANCE  OF 1172.84 FEET TO THE
NORTHWESTERLY  PROLONGATION  OF THE WEST LINE OF A TRACT OF LAND CONVEYED TO THE
KANSAS  CITY POWER AND LIGHT COMPANY BY BOOK B1942, PAGE 262, UNDER DOCUMENT NO.
1338778,  AND  BY  BOOK  B-4111,  PAGE  36,  UNDER  DOCUMENT  A-881822;

THEN  S28-59-OOE  ALONG  THAT  WEST  LINE,  A  DISTANCE  OF  1098.96  FEET;

THEN  S48-39-06W,  A  DISTANCE OF 10.79 FEET TO THE POINT OF CURVE OF A CURVE TO
THE  RIGHT HAVING A CENTRAL ANGLE OF 78-49-22 AND A RADIUS OF 460.87 FEET, BEING
A POINT ON THE NORTH RIGHT-OF-WAY LINE OF RELOCATED RIVER FRONT ROAD AS RECORDED
IN  BOOK  K436,  PAGE  730,  UNDER  DOCUMENT  NO.  194186;

THEN  SOUTHWESTERLY  AND  NORTHWESTERLY  ALONG THE NORTHEASTERLY RIGHT-OF-WAY OF
RELOCATED  RIVER FRONT ROAD AS RECORDED IN BOOK K436, PAGE 730, DATED 4-12-1973,
AND  IN  ORDINANCE  NO.  42446,  DATED  3-30-1973,  THE  FOLLOWING  3  COURSES;

1     SOUTHWESTERLY  WESTERLY  AND  NORTHWESTERLY ALONG THE ARC OF THAT CURVE, A
DISTANCE  OF  634.03  FEET;

2.     N52-31-32W,  A  DISTANCE OF 449.20 FEET TO A POINT OF CURVE OF A CURVE TO
THE  LEFT  HAVING  A  CENTRAL  ANGLE  OF  60-41-46  AND A RADIUS OF 580.87 FEET;

3.     NORTHWESTERLY  ALONG  THE ARC OF THAT CURVE, A DISTANCE OF 615.34 FEET TO
THE  EAST  RIGHT-OF-WAY  LINE  OF  U.S.  INTERSTATE  ROUTES  29  AND  35;

THEN  N19-47-42W, ALONG THAT RIGHT-OF-WAY LINE, A DISTANCE OF 78.43 TO THE POINT
OF  BEGINNING;
CONTAINING  17.394  ACRES  MORE  OR  LESS.
<PAGE>

                                    TRACT A-3
                             SERVICE ACCESS EASEMENT

A  TRACT OF LAND IN FRACTIONAL SECTION 28 AND FRACTIONAL SECTION 33, IN TOWNSHIP
50  NORTH,  RANGE  33  WEST,  AS  ORIGINALLY  SURVEYED BY THE UNITED STATES, AND
CERTAIN  ACCRETED  LANDS  (PART OF THE LAND MAY ALSO LIE WITHIN PARTS OF LOTS 51
AND  52,  HURCK'S  SUBDIVISION OF GUINOTTE BLUFF, ACCORDING TO THE RECORDED PLAT
THEREOF)  ALL  OF  SAID  LAND  BEING  IN  KANSAS CITY, JACKSON COUNTY, MISSOURI,
DESCRIBED  AS  FOLLOWS:

COMMENCING  AT  THE  POINT  OF INTERSECTION OF THE UNITED STATES HARBOR LINE, AS
ESTABLISHED  ON  THE  SOUTH BANK OF THE MISSOURI RIVER IN 1904 AND 1924, AND THE
EAST  RIGHT-OF-WAY LINE OF U.S. INTERSTATE ROUTES 29 AND 35, AS RECORDED IN BOOK
B5945,  PAGE  310  AS  DOCUMENT  NO.  B570825,  DATED  5-11-1965;

THEN  N61-01-00E  ALONG  THAT  HARBOR  LINE  A  DISTANCE  OF 1172.84 FEET TO THE
NORTHWESTERLY  PROLONGATION  OF THE WEST LINE OF A TRACT OF LAND CONVEYED TO THE
KANSAS  CITY  POWER  AND  LIGHT COMPANY BY BOOK B1942, PAGE 262, AS DOCUMENT NO.
1338778,  AND  BY  BOOK  B-4111,  PAGE  36,  AS  DOCUMENT  NO.  1  -881822;

THEN  S28-59-00E  ALONG  THAT  WEST  LINE,  A DISTANCE OF 937.77 FEET TO A POINT
175.00  FEET  NORTHWESTERLY  FROM THE NORTHERLY RIGHT-OF-WAY LINE OF RIVER FRONT
ROAD,  BEING  THE  POINT  OF  BEGINNING.

THEN  S56-52-23E,  A  DISTANCE  OF  177.56  FEET  TO  A  POINT  ON THE NORTHERLY
RIGHT-OF-WAY  LINE  OF  RIVER  FRONT  ROAD;

THEN  S48-44-55W  ALONG  THAT RIGHT-OF-WAY LINE, A DISTANCE OF 85.00 FEET TO THE
PREVIOUSLY DESCRIBED WEST LINE OF THAT TRACT OF LAND CONVEYED TO THE KANSAS CITY
POWER  AND  LIGHT  COMPANY;
THEN  N28-59-00W ALONG THE WEST LINE OF THAT TRACT OF LAND, A DISTANCE OF 175.00
FEET  TO  THE  POINT  OF  BEGINNING.

CONTAINING  7268  SQUARE  FEET,  MORE  OR  LESS.


<PAGE>

                                   EXHIBIT B-1
                                       to
                      AMENDED AND RESTATED LEASE AGREEMENT
By and between THE PORT AUTHORITY OF KANSAS CITY, MISSOURI and HILTON HOTELS
CORPORATION, a Delaware corporation, as of the ____ day of August, 1995.
                     [Consisting of the attached ____ pages]
     [Service  Access  Easement  Agreement)

<PAGE>

                              DEVELOPMENT AGREEMENT
                               (Gaming Riverboat)


               between the Port Authority of Kansas City, Missouri
                                       and
                            Hilton Hotels Corporation


                              DATED MARCH 12, 1993

<PAGE>
                              DEVELOPMENT AGREEMENT
                              ---------------------
                               (Gaming Riverboat)

     THIS  AGREEMENT  (the  "Agreement") is made and entered into as of the ____
day  of  March,  1993  between  the  HILTON  HOTELS  CORPORATION,  a  Delaware
corporation,  and  its  "River Queen Operating Assignee" to be formed at a later
date  (hereinafter  Hilton  Hotels  Corporation  ("Hilton")  and its River Queen
operating  Assignee  are  either referred to herein by their respective names or
are  jointly and severally referred to as "River Queen"), and the PORT AUTHORITY
OF  KANSAS  CITY,  MISSOURI,  a  public  body corporate and politic (hereinafter
referred  to  as  "Port  Authority").

     WITNESSETH:

     WHEREAS,  Port  Authority  has  been created as a public body corporate and
politic  duly organized and existing by Chapter 68 R.S.Mo. and the Ordinances of
the  City  of  Kansas City, Missouri and is charged with developing a riverfront
area of Kansas City, Missouri, adjacent to the Missouri River in the vicinity of
Grand Avenue and generally bounded by the Missouri River on the North, the Paseo
Bridge  on  the  East, Front Street (and the Grand Avenue extension from West to
East)  on  the  South and the Broadway Bridge on the West (hereinafter said area
and  certain  adjacent  areas where Site Improvements, as defined below, must be
constructed,  is sometimes referred to as the "Development Area"), as authorized
by  Sections  68.020  and  68.025  R.S.Mo.  1986,  as  amended;  and

Agreement  may  be executed at different times and in any number of originals or
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  only  one  instrument.
<PAGE>

IN  WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the  date  first  stated  above  by  their  duly  authorized  representatives.

                                     PORT  AUTHORITY  OF  KANSAS  CITY,
                                     MISSOURI


                                     By
                                          ,
                                               (name)          (title)


                                     HILTON  HOTELS  CORPORATION



                                     By
                                          ,
                                               (name)          (title)

List  of  Exhibits
------------------

A.     River Queen Premises Lease Identification Pages
B.     Legal Description of River Queen Leased Premises
C.     Site Improvements
D.     Site Improvements Plans
E.     Critical Path
F.     Opinion Letters of Port Authority's and River Queen's Counsel
G.     Cooperative Agreement for Public Improvements
H.     Legal Description of Boatmen's Property
I.     Drawing of Riverfront Park Area
J.     River Queen Original Response Dated December 30, 1992 and Resubmission
Response Dated January 11, 1993 to Port Authority Request for Proposals
K.     Minority and Women Participation in Hilton's Kansas City Queen Gaming
Riverboat Policy & Plan
L.     Security/Safety  Measures  for  the  Development
<PAGE>
                                    EXHIBIT A



TRACT  A-3
SERVICE  ACCESS  EASEMENT
LAND  DESCRIPTION

A  TRACT OF LAND IN FRACTIONAL SECTION 28 AND FRACTIONAL SECTION 33, IN TOWNSHIP
50  NORTH,  RANGE  33  WEST,  AS  ORIGINALLY  SURVEYED BY THE UNITED STATES, AND
CERTAIN  ACCRETED  LANDS  (PART OF THE LAND MAY ALSO LIE WITHIN PARTS OF LOTS 51
AND  52,  HURCK'S  SUBDIVISION OF GUINOTTE BLUFF, ACCORDING TO THE RECORDED PLAT
THEREOF)  ALL  OF  SAID  LAND  BEING  IN  KANSAS CITY, JACKSON COUNTY, MISSOURI,
DESCRIBED  AS  FOLLOWS:

COMMENCING  AT  THE  POINT  OF INTERSECTION OF THE UNITED STATES HARBOR LINE, AS
ESTABLISHED  ON  THE  SOUTH BANK OF THE MISSOURI RIVER IN 1904 AND 1924, AND THE
EAST  RIGHT-OF-WAY LINE OF U.S. INTERSTATE ROUTES 29 AND 35, AS RECORDED IN BOOK
B5945,  PAGE  310,  DOCUMENT  NO.  B570825,  DATED  5-11-1965;

THEN  N61-01-00E  ALONG  THAT  HARBOR  LINE  A  DISTANCE  OF 1172.84 FEET TO THE
NORTHWESTERLY  PROLONGATION  OF THE WEST LINE OF A TRACT OF LAND CONVEYED TO THE
KANSAS  CITY  POWER  AND  LIGHT COMPANY BY BOOK B1942, PAGE 262, AS DOCUMENT NO.
1338778,  AND  BY  BOOK  B-4111,  PAGE  36,  AS  DOCUMENT  NO.  A-881822;

THEN  S28-59-00E  ALONG  THAT  WEST  LINE,  A DISTANCE OF 937.77 FEET TO A POINT
175.00  FEET  NORTHWESTERLY  FROM THE NORTHERLY RIGHT-OF-WAY LINE OF RIVER FRONT
ROAD,  BEING  THE  POINT  OF  BEGINNING;

THE  S56-52-23E,  A  DISTANCE  OF  177.56  FEET  TO  A  POINT  ON  THE NORTHERLY
RIGHT-OF-WAY  LINE  OF  RIVER  FRONT  ROAD;

THEN  S48-44-55W  ALONG  THAT RIGHT-OF-WAY LINE, A DISTANCE OF 85.00 FEET TO THE
PREVIOUSLY DESCRIBED WEST LINE OF THAT TRACT OF LAND CONVEYED TO THE KANSAS CITY
POWER  AND  LIGHT  COMPANY;

THEN  N28-59-00W ALONG THE WEST LINE OF THAT TRACT OF LAND, A DISTANCE OF 175.00
FEET  TO  THE  POINT  OF  BEGINNING.

CONTAINING  7268  SQUARE  FEET,  MORE  OR  LESS.

<PAGE>
                     NON-EXCLUSIVE ACCESS EASEMENT AGREEMENT
                     ---------------------------------------
     This Easement Agreement (the "Agreement") is made an entered into as of the
____  day  of  ___________,  _______,  by  and among KANSAS CITY POWER AND LIGHT
COMPANY,  a  Missouri  corporation  ("Grantor"),  HILTON  HOTELS  CORPORATION, a
Delaware corporation ("Hilton"), HILTON KANSAS CITY CORPORATION ("Hilton KC"), a
Missouri  corporation, and THE PORT AUTHORITY OF KANSAS CITY, MISSOURI, a public
body  corporate  and  politic  ("Grantee").
                       ARTICLE XXXI.     RECITALS OF FACT
                                         ----------------
Section  31.01     Grantor is the fee simple owner of that certain real property
commonly  known  as Tract A-3 which abuts River Front Road in the City of Kansas
City,  Missouri  ("City")  and  is legally described on Exhibit "A" and shown on
                                                        -----------
Exhibit  "B",  both  of  which  are  attached  hereto and incorporated herein by
   ---------
reference  ("Grantor's  Property").

Section 31.02     Grantee is the Lessee from the City of certain real property
shown on Exhibit "C", attached hereto and incorporated herein by reference
         -----------
("Grantee's Property"), which Grantee desires to sublease to Hilton (sometimes
hereinafter referred to as "Grantee's Sublessee") under a certain Amended and
Restated Lease of approximately even date herewith (the "Hilton Lease").

Section 31.03     Grantor desires to grant a certain easement, and Grantee
desires to receive said easement for the purpose of providing vehicular access
across Grantor's Property for Grantee, its tenants, invitees, employees and
others including, without limitation, Hilton and its successors and assigns
under the Hilton Lease and said entities' tenants, invitees, and employees,
between Grantee's Property and the public street commonly known as River Front
Road and on which Grantor's property Hilton will construct certain driveway
improvements.

Section 31.04     Under Section 10.02 of that certain General Mortgage Indenture
and Deed of Trust, by and between Grantor and United Missouri Bank, N.A., as
Trustee ("Trustee"), dated December 1, 1986, and recorded in Book K-1612, at
Page 1, as Document No. K-746018 and in Book I-1612, at Page 632, as Document
No. I-733944, each in the real estate records of Jackson County, Missouri at
Kansas City and at Independence, respectively, as supplemented by various
supplemental indentures, Grantor is authorized to convey an easement to Grantee
without further authorization of Trustee.

     NOW,  THEREFORE,  in  consideration of the grants, covenants and agreements
set  forth herein, and for other good and valuable consideration, the receipt of
which  is  hereby  acknowledged, Grantor hereby grants, covenants and agrees and
Grantee  and  Hilton  hereby  consent  and  agree  as  follows:

                          ARTICLE XXXII.     AGREEMENT
                                             ---------

Section  32.01     Grant  of Easement. Grantor does hereby grant, remise release
                   ------------------
and  forever  quitclaim  to  Grantee  for  the  use  and benefit of Grantee, its
tenants,  employees, invitees, successors and assigns, a perpetual non-exclusive
easement  over,  under,  across,  and through that portion of Grantor's Property
shown  on  Exhibit  "B",  as,  and  hereinafter  referred  to  as, the "Driveway
           ------------
<PAGE>

Easement." The Driveway Easement shall be for the purpose of allowing continuous
ingress  and  egress  of  motor vehicles and other traffic from River Front
Road  to  and from Grantee's Property. The Driveway Easement shall be a covenant
running  with  the  land.

32.01.1     Purchase  Price.  In  consideration for the conveyance to Grantee of
            ---------------
the  non-exclusive  Driveway  Easement,  Hilton  shall pay to Grantor a purchase
price  of  Seven Thousand Two Hundred Sixty-Eight and No/100 Dollars ($7,268.00)
with said purchase price to be paid in cash or certified funds upon execution of
this  Agreement.

32.01.2     Title. Grantor hereby conveys a good, merchantable easement interest
            -----
in the Driveway Easement to Grantee free and clear of any and all leases, liens,
or other encumbrances of any kind or nature whatsoever, or any combination
thereof, except those agreed to by Grantee in writing.

Section  32.02     Construction  of  Driveway.  Hilton  agrees  as  follows:
                   --------------------------

32.02.1     Construction.  At its sole cost and expense, and within a reasonable
            ------------
period  of time following execution of this Agreement, Hilton shall cause Hilton
KC  to  construct  a  driveway  (the  "Driveway  Improvements")  on the Driveway
Easement,  to  include  grading,  paving  and  construction  of  necessary
appurtenances. Hilton KC shall construct the Driveway Improvements in accordance
with plans and specifications prepared by Hilton KC at Hilton KC's cost and
expense  and  subject  to  the  reasonable  written  approval  of Grantor, which
approval  shall  be  deemed given if no approval or request for changes has been
given  within  thirty (30) days after Grantor's receipt of Hilton KC's plans and
specifications  from  time  to  time.

32.02.2     Indemnity. Hilton agrees to defend, indemnify and hold Grantor and
            ---------
Grantee harmless from any and all claims, demands, causes of action, claims for
liens, bond claims, suits, actions, loss, costs, expenses, damages, liabilities,
obligations and judgments in any manner arising out of or related to or
connected with the work performed and the materials furnished for the Driveway
Easement.

32.02.3     Protection Against Lien Claims. Neither Hilton nor Hilton KC shall
            ------------------------------
have any power to do any act or make any contract which may create or be the
basis for any lien, mortgage or other encumbrance upon the interest of Grantor
in Grantor's Property or the interest of Grantee in the Driveway Easement.
Should Hilton or Hilton KC cause any construction, alteration, rebuilding,
restoration, replacement, change, addition, improvements or repairs to be made
on the Driveway Easement, including the Driveway Improvements, or cause any
labor to be performed or material to be furnished thereon, therein or thereto,
including labor and materials as necessary for the Driveway Improvements,
Grantor and Grantee shall under no circumstances be liable for the payment of
any cost or expense incurred or for the value of any work done or material
furnished, and Hilton and Hilton KC shall be solely and wholly responsible to
contractors, laborers and materialmen performing such labor and furnishing such
materials.
<PAGE>

     If,  because  of any act or omission (or alleged act or omission) of Hilton
or  Hilton  KC, any mechanics', materialmens' or other lien, charge or order for
the  payment  of  money shall be filed or recorded against Grantor's Property or
the  Driveway  Easement or against Grantor or Grantee (whether or not such lien,
charge  or order is valid or enforceable as such), Hilton shall, at its own cost
and  expense,  cause  the  same  to  be released and discharged of record within
thirty  (30)  days  after  Hilton  shall  have  received notice of the filing or
recording  thereof, or Hilton may, within said period, furnish to Grantor and/or
Grantee  a  bond satisfactory to Grantor and/or Grantee against any lien, charge
or order, in which case Hilton shall have the right in good faith to contest the
validity  or  amount  thereof.

32.02.4     Construction  Permits.  Hilton and Hilton KC shall obtain and comply
            ---------------------
with  all  permits and approvals of the City or other governmental bodies as may
be  necessary  to  complete  construction  of  the  Driveway  Improvements.

Section  32.03     Maintenance  of  the Easement.  Hilton and Hilton KC agree to
                   -----------------------------
cause  the  Driveway  Easement  to be maintained and repaired in a state of good
condition  and repair, free of weeds, brush, accumulated debris, water, snow and
other  obstructions  or  hazards  whatsoever. If Hilton and Hilton KC fail to so
maintain  and repair the Driveway Easement in such condition, Grantor shall have
the  right:

(a)     if  no  emergency exists, to perform the same after giving ten (10) days
written  notice  to  Hilton;  and

(b)     if an emergency exists, to perform the same immediately without notice
or delay.

In  either  case, Hilton shall within thirty (30) days after written demand from
Grantor,  reimburse  Grantor  for  the  cost  and expense reasonably incurred by
Grantor  in  rectifying  Hilton's  defaults  as  aforesaid, including reasonable
attorneys' fees. Notwithstanding anything stated herein to the contrary, neither
Hilton  nor Hilton KC or their successors and assigns, shall have any obligation
or  liability  hereunder  (except  for  any then pending obligation or liability
previously incurred hereunder) after the termination or expiration of the Hilton
Lease.

Section  32.04     Termination of Easement for Default or Vacation. In the event
                   -----------------------------------------------

(a) Grantee and/or Hilton fails to comply with any term, provision, condition or
     covenant  of  this  Agreement, or (b) Grantee and Hilton deserts or vacates
the Driveway Easement for a period of one calendar year or longer, Grantee shall
be  in  default  upon  Grantor  giving  Grantee  and  Hilton  (or  its permitted
successors  or  assigns  under the Hilton Lease) written notice of such default,
and  upon Grantee's and Hilton's failure to cure such default within a period of
sixty  (60)  days  after such written notice, Grantor may in its sole discretion
terminate this Agreement and shall, in such event, have no further obligation or
liability hereunder to Grantee or Hilton. Upon such termination, neither Grantee
nor  Hilton  shall  have  any right by Court action or otherwise, to enforce any
rights  of  possession  to  the  Driveway  Easement.

Section 32.05     Hilton Indemnification of Grantee. Grantor agrees that Grantee
                  ---------------------------------
may, in its discretion, require that Hilton (or its permitted successors or
assigns under the Lease), perform Grantee's covenants related to insurance and
indemnity stated in Sections II.F and II.G below and as contemplated in the
Hilton Lease.
<PAGE>

Section 32.06     Liability Insurance. This Agreement is made upon the express
                  -------------------
condition that Grantor is to be free from all liability and claims for damages
by reason of any injury to any person or persons, or property of any kind
whatsoever and to whomsoever belonging, including Grantee, Hilton and Hilton KC,
from any cause or causes whatsoever in, upon or in any way connected with the
Driveway Easement during the term of this Agreement or any occupancy hereunder.
Grantee hereby covenants and agrees to save Grantor harmless from all liability,
loss, costs and expenses on account of or arising out of any such injuries or
losses however occurring on the Driveway Easement, except as provided herein.

     Grantee  covenants  and  agrees  that  it will at all times during the term
hereof,  at its own cost and expense, maintain and keep in force in an insurance
company  or  companies  reasonably  acceptable to Grantor authorized to transact
business  in  the State of Missouri, naming both Grantor and Grantee as insureds
thereunder,  general  public  liability  and  property damage insurance covering
Grantee's  use  of  the  Driveway Easement affording protection in an amount not
less than One Million Dollars ($1,000,000) for injury to or death of one or more
persons  arising  out  of  any  one occurrence, and not less than Fifty Thousand
Dollars  ($50,000) for property damage. Such policy shall contain an endorsement
thereof to the effect that the same shall not be canceled by the insurer without
at  least  thirty  (30)  days'  prior written notice to Grantor. Grantee further
covenants  to  deposit  with  Grantor  a  certificate  of  such  insurance,  the
certificate  of  each such renewal policy to be similarly deposited with Grantor
at  least  thirty  (30) days prior to the expiration of any then current policy.

Section  32.07     Payment  of  Insurance  Premiums-Maintenance  of  Insurance.
                    -----------------------------------------------------------

     If  Grantee  does not keep the insurance referred to in Section II.F hereof
in  force  and  effect,  Grantor  in  its  sole  discretion may pay the premiums
therefor  or obtain the necessary insurance, and the amount of payment therefor,
with  legal  interest  from  the  date  of  payment, shall be due and owing from
Grantee  to  Grantor  upon  written  demand  by  Grantor.

                         ARTICLE XXXIII.     OTHER TERMS
                                             -----------

Section  33.01     Monitoring  Wells.  Grantor  shall  contract  with  Terracon
                   -----------------
Environmental  of  Kansas  City, Missouri for the purpose of filling and capping
certain  environmental  monitoring wells presently located on Grantor's Property
and  the  relocation of such wells so they will not interfere with Grantee's use
of the Driveway Easement. Hilton shall reimburse Grantor for the actual cost and
expense of filling, capping and relocating said monitoring wells which cost
may  include  an  income  tax  component  if  applicable.

Section 33.02     Fencing. For safety and security purposes, Grantor shall,
                  -------
relocate certain fencing along that area of Grantor's Property as shown on
Exhibit "D", which is attached hereto and incorporated herein by reference.
Hilton shall reimburse Grantor for the actual cost and expense of relocating the
fencing, which cost may include an income tax component, if applicable.
<PAGE>

Section 33.03     Missouri Law. This Agreement shall be construed and enforced
                  ------------
in accordance with the laws of the State of Missouri.

Section 33.04     Notices. All notices required to be given hereunder to Grantee
                  -------
must also be given to Hilton in accordance with the notice provisions stated
herein. Any notices or other communication required or permitted to be given
hereunder shall be in writing and shall be deemed given when delivered
personally or deposited in the United States mail, either certified or
registered, postage prepaid, return receipt required, addressed as follows:

     If  to  Hilton:     Hilton  Hotels  Corporation
                         c/o  Hilton  Kansas  City  Corporation
                         Attention:  Dan  Musser
                         920  Main  Street,  Suite  1950
                         Kansas  City,  MO  64105

With  Copy  to:          Lathrop  &  Norquist,  L.C.
                         Attention:  Jerome  D.  Riffel
                         2345  Grand  Blvd.,  Suite  2500
                         Kansas  City,  MO  64108

If  to  KCP&L:           Kansas  City  Power  &  Light  Company
                         Attention:  Patrick  J.  O'Malley
                         Real  Estate  Department
                         P.O.  Box  418679
                         Kansas  City,  MO  64141-9679

With  Copy  to:          Kansas  City  Power  &  Light  Company
                         Legal  Department
                         Attention:  Michael  Rump
                         P.O.  Box  418679
                         Kansas  City,  MO  64141-9679

If  to  the              Port  Authority  of  Kansas  City
                         Port  Authority:     Attention:  Edward  Simms
                         One  Petticoat  Lane
                         Kansas  City,  MO  64106

With  Copy  to:          McDowell,  Rich  &  Smith,  P.C.
                         Attention:  Phillip  A.  Kusnetzky
                         1300  Twelve  Wyandotte  Plaza
                         120  W.  12th  Street
                         Kansas  City,  MO  64105

Any  person  or  entity may change the place or person for receipt of notices by
written  notice  to  the  others  given  as  provided  above.

Section  33.05     Counterparts.  Captions  used herein are for convenience only
                   ------------
and are not to be considered in construing this Agreement. This Agreement may be
executed  at  different  times  and  in any number of counterparts, each of
which shall be considered an original but all of which together shall constitute
one  and  the  same  instrument.

<PAGE>
IN  WITNESS  WHEREOF, the parties have executed this Agreement as of the day and
year  first  written  above.

                                    KANSAS  CITY  POWER  &  LIGHT  COMPANY


                                    By:
                                    Name:
                                    Title:

                                           "GRANTOR"


                                    PORT  AUTHORITY  OF  KANSAS  CITY, MISSOURI


                                    By:
                                    Name:
                                    Title:

                                           "GRANTEE"


                                    HILTON  HOTELS  CORPORATION


                                    By:
                                    Name:
                                    Title:


                                    HILTON  KANSAS  CITY  CORPORATION


                                    By:
                                    Name:
                                    Title:



Attach:     Exhibit  A  -  Tract  A-3  Legal  Description
            ----------
     Exhibit  B  -  Tract  A-3  (Plan)
     ----------
     Exhibit  C  -  Tracts  A-1  and  A-2  (Plan)
     ----------
     Exhibit  D  -  Relocation  Plan  Drawing  showing  Fencing
     ----------

<PAGE>
STATE  OF  MISSOURI     )
     )  ss.
COUNTY  OF  JACKSON     )

     On  this  ____  day  of  ____________,  1995, before me, the undersigned, a
Notary  Public  in  and  for  said  County  and  State,  personally  appeared
_______________,  known  to  me to be the person whose name is subscribed to the
foregoing instrument, and known to me to be the _____________ of the Kansas City
Power and Light Company, and acknowledged to me that he executed said instrument
for  the  purposes  and consideration therein expressed, and as the free act and
deed  of  the  Kansas City Power and Light Company as authorized by its Board of
Directors.
WITNESS  my  hand  and  notarial  seal subscribed and affixed in said County and
State  the  day  and  year  in  this  certificate  above  written.

Notary  Public
My  Commission  Expires:




STATE  OF  MISSOURI     )
     )  ss.
COUNTY  OF  JACKSON     )
<PAGE>


     On  this  ____  day  of  ____________,  1995, before me, the undersigned, a
Notary  Public  in  and  for  said  County  and  State,  personally  appeared
_______________,  known  to  me to be the person whose name is subscribed to the
foregoing  instrument,  and  known  to  me  to  be the _____________ of the Port
Authority  of  Kansas  City,  and  acknowledged  to  me  that  he  executed said
instrument for the purposes and consideration therein expressed, and as the free
act  and deed of the Port Authority of Kansas City as authorized by its Board of
Directors.
WITNESS  my  hand  and  notarial  seal subscribed and affixed in said County and
State  the  day  and  year  in  this  certificate  above  written.

Notary  Public
My  Commission  Expires:




STATE  OF  MISSOURI     )
     )  ss.
COUNTY  OF  JACKSON     )

     On  this  ____  day  of  ____________,  1995, before me, the undersigned, a
Notary  Public  in  and  for  said  County  and  State,  personally  appeared
_______________,  known  to  me to be the person whose name is subscribed to the
foregoing  instrument,  and  known  to  me to be the _____________ of the Hilton
Hotels  Corporation,  a  Delaware  corporation,  and  acknowledged to me that he
executed  said  instrument for the purposes and consideration therein expressed,
and  as  the free act and deed of said corporation as authorized by its Board of
Directors.
WITNESS  my  hand  and  notarial  seal subscribed and affixed in said County and
State  the  day  and  year  in  this  certificate  above  written.

Notary  Public
My  Commission  Expires:




STATE  OF  MISSOURI     )
     )  ss.
COUNTY  OF  JACKSON     )

     On  this  ____  day  of  ____________,  1995, before me, the undersigned, a
Notary  Public  in  and  for  said  County  and  State,  personally  appeared
_______________,  known  to  me to be the person whose name is subscribed to the
foregoing  instrument,  and  known  to  me to be the _____________ of the Hilton
Kansas  City Corporation, a Missouri corporation, and acknowledged to me that he
executed  said  instrument for the purposes and consideration therein expressed,
and  as  the  free  act  and  deed of the Kansas City Power and Light Company as
authorized  by  its  Board  of  Directors.
WITNESS  my  hand  and  notarial  seal subscribed and affixed in said County and
State  the  day  and  year  in  this  certificate  above  written.

Notary  Public
My  Commission  Expires:





<PAGE>
                                    EXHIBIT C

TRACT  A-1

LAND  DESCRIPTION

ALL THAT PART OF FRACTIONAL SECTION 28 AND FRACTIONAL SECTION 33, IN TOWNSHIP 50
NORTH,  RANGE  33 WEST, AS ORIGINALLY SURVEYED BY THE UNITED STATES, AND CERTAIN
ACCRETED  LAND,  ALL  IN  KANSAS  CITY,  JACKSON  COUNTY, MISSOURI, DESCRIBED AS
FOLLOWS:

COMMENCING  AT  THE  POINT  OF INTERSECTION OF THE UNITED STATES HARBOR LINE, AS
ESTABLISHED ON THE SOUTH BANK OF THE MISSOURI RIM IN 1904 AND 1924, AND THE EAST
RIGHT-OF-WAY  LINE  OF  U.S.  INTERSTATE  ROUTES  29 AND 35, AS RECORDED IN BOOK
B-5945,  PAGE  310,  AS  DOCUMENT  NO.  B570825,  DATED  5-11-1965;

THEN  S19-47-42E  ALONG THAT RIGHT-OF-WAY LINE, A DISTANCE OF 198.70 FEET TO THE
SOUTH  RIGHT-OF-WAY LINE OF RELOCATED RIVER FRONT ROAD, AS RECORDED IN ORDINANCE
NO.  42446,  DATED 3-30-1973, THE POINT OF BEGINNING ALSO BEING A POINT OF CURVE
OF  A  NONTANGENT  CURVE  TO  THE RIGHT HAVING A CENTRAL ANGLE OF 61-35-24 AND A
RADIUS  OF  460.87  FEET,  THE  RADIUS  POINT  BEARS  S24-06-56E;

THEN  SOUTHEASTERLY,  SOUTHWESTERLY  AND  NORTHWESTERLY  ALONG THE SOUTHEASTERLY
RIGHT-OF-WAY  LINE  OF  RELOCATED RIVER FRONT ROAD, AS RECORDED IN ORDINANCE NO.
42446,  DATED  3-30-1973  AND  IN  BOOK  K436,  AT PAGE 730, DATED 4-12-1973, AS
DOCUMENT  NO.  K-194186,  THE  FOLLOWING  8  COURSES;

1.     SOUTHEASTERLY  ALONG  THE  ARC  OF THAT CURVE, A DISTANCE OF 495.41 FEET;

2.     S52-31-32E,  A  DISTANCE OF 449.20 FEET TO A POINT OF CURVE OF A CURVE TO
THE  LEFT  HAVING  A  CENTRAL  ANGLE  OF  4-40-10  AND  A RADIUS OF 580.87 FEET;

3.     SOUTHEASTERLY  ALONG  THE  ARC  OF  THAT CURVE, A DISTANCE OF 47.34 FEET;

4.     S14-03-53E, A DISTANCE OF 155.67 FEET TO A POINT OF CURVE OF A NONTANGENT
CURVE  TO  THE  RIGHT  HAVING A CENTRAL ANGLE OF 37-59-11 AND A RADIUS OF 460.87
FEET,  THE  RADIUS  POINT  BEARS  N69-51-40W;

5.     SOUTHWESTERLY  ALONG  THE  ARC  OF THAT CURVE, A DISTANCE OF 305.55 FEET;
<PAGE>

6.     S67-22-36W, A DISTANCE OF 248.91 FEET TO A POINT OF CURVE OF A NONTANGENT
CURVE  TO  THE  RIGHT  HAVING A CENTRAL ANGLE OF 89-54-37 AND A RADIUS OF 140.19
FEET,  THE  RADIUS  POINT  BEARS  N31-52-21W;

7.     WESTERLY  ALONG  THE  ARC  OF  THAT  CURVE,  A  DISTANCE  OF 219.99 FEET;

8.     N27-55-08W,  A  DISTANCE  OF  60.58 FEET TO THE EAST RIGHT-OF-WAY LINE OF
U.S.  INTERSTATE  ROUTES  29 AND 35, ALSO BEING A POINT OF CURVE OF A NONTANGENT
CURVE  TO  THE  LEFT  HAVING A CENTRAL ANGLE OF 12-47-05 AND A RADIUS OF 2059.86
FEET,  THE  RADIUS  POINT  BEARS  S85-59-23W;

<PAGE>
TRACT A-2

LAND DESCRIPTION

ALL THAT PART OF FRACTIONAL SECTION 28 AND FRACTIONAL SECTION 33, IN TOWNSHIP 50
NORTH,  RANGE  33 WEST, AS ORIGINALLY SURVEYED BY THE UNITED STATES, AND CERTAIN
ACCRETED  LANDS  (PART  OF THE LAND MAY ALSO LIE WITHIN PARTS OF LOTS 51 AND 52,
HURCK'S  SUBDIVISION  OF GUINOTTE BLUFF, ACCORDING TO THE RECORDED PLAT THEREOF)
ALL  OF  SAID  LAND BEING IN KANSAS CITY, JACKSON COUNTY, MISSOURI, DESCRIBED AS
FOLLOWS:

BEGINNING  AT  THE  POINT  OF  INTERSECTION OF THE UNITED STATES HARBOR LINE, AS
ESTABLISHED  ON  THE  SOUTH BANK OF THE MISSOURI RIVER IN 1904 AND 1924, AND THE
EAST  RIGHT-OF-WAY LINE OF U.S. INTERSTATE ROUTES 29 AND 35, AS RECORDED IN BOOK
B5945,  PAGE  310,  AS  DOCUMENT  NO.  B570825,  DATED  5-11-1965;

THEN  N61-01-00E  ALONG  THAT  HARBOR  LINE,  A  DISTANCE OF 1172.84 FEET TO THE
NORTHWESTERLY  PROLONGATION  OF THE WEST LINE OF A TRACT OF LAND CONVEYED TO THE
KANSAS  CITY  POWER  AND  LIGHT COMPANY BY BOOK B1942, PAGE 262, AS DOCUMENT NO.
1338778  AND  BY  BOOK  B-4111,  PAGE  36,  AS  DOCUMENT  NO.  A-881822;

THEN  S28-59-00E  ALONG  THAT  WEST  LINE,  A  DISTANCE  OF  1098.96  FEET;

THEN  S48-39-06W, A DISTANCE OF 10.79 FEET TO A POINT OF CURVE OF A CURVE TO THE
RIGHT  HAVING  A  CENTRAL ANGLE OF 78-49-22 AND A RADIUS OF 460.87 FEET, BEING A
POINT  ON  THE NORTH RIGHT-OF-WAY LINE OF RELOCATED RIVER FRONT ROAD AS RECORDED
IN  BOOK  K436,  PAGE  730,  DATED  4-12-1973,  AS  DOCUMENT  NO.  K-194186;

THEN  SOUTHWESTERLY  AND NORTHWESTERLY ALONG THE NORTHEASTERLY RIGHT-OF-WAY LINE
OF  RELOCATED  RIVERFRONT  ROAD  AS  RECORDED  IN  BOOK  K436,  PAGE  730, DATED
4-12-1973, AND IN ORDINANCE NO. 42446, DATED 3-30-1973, THE FOLLOWING 3 COURSES;

1.     SOUTHWESTERLY,  WESTERLY AND NORTHWESTERLY ALONG THE ARC OF THAT CURVE, A
DISTANCE  OF  634.03  FEET;

2.     N52-31-32W,  A  DISTANCE OF 449.20 FEET TO A POINT OF CURVE OF A CURVE TO
THE  LEFT  HAVING  A  CENTRAL  ANGLE  OF  60-41-46  AND A RADIUS OF 580.87 FEET;

3.     NORTHWESTERLY  ALONG  THE ARC OF THAT CURVE, A DISTANCE OF 615.34 FEET TO
THE  EAST  RIGHT-OF-WAY  LINE  OF  U.S.  INTERSTATE  ROUTES  29  AND  35;
<PAGE>

THEN N19-47-42W, ALONG THAT RIGHT-OF-WAY LINE, A DISTANCE OF 78.43 FEET TO THE
POINT OF BEGINNING;

CONTAINING 17.394 ACRES M/L.

THEN NORTHERLY ALONG THE EAST RIGHT-OF-WAY LINE OF U.S. INTERSTATE ROUTES 29 AND
35  THE  FOLLOWING  5  COURSES;

1.     NORTHWESTERLY ALONG THE ARC OF THAT CURVE, A DISTANCE OF 459.63 FEET TO A
POINT  THAT  IS  150  FEET  DISTANT  NORTHEASTERLY FROM AND CONCENTRIC WITH U.S.
INTERSTATE  ROUTES  29 AND 35 CENTERLINE, AND BEING A POINT OF CURVE OF A SPIRAL
CURVE  TO  THE  LEFT  HAVING  A CENTRAL ANGLE OF 3-00-00 AND AN INFINITE RADIUS;

2.     NORTHWESTERLY  ALONG  THE  ARC OF THAT SPIRAL CURVE, A DISTANCE OF 207.16
FEET,  MORE  OR  LESS,  TO A POINT BEING 150 FEET DISTANT NORTHEASTERLY FROM AND
CONCENTRIC  WITH  U.S.  INTERSTATE  ROUTES  29  AND  35  CENTERLINE;

3.     N19-47-42W,  A  DISTANCE  OF  109.38  FEET;

4.     S70-12-18W,  A  DISTANCE  OF  75.00  FEET;

5.     N19-47-42W,  A  DISTANCE  OF  12.31  FEET  TO  THE  POINT  OF  BEGINNING.
     CONTAINING  10.327  ACRES  M/L.
<PAGE>