0616302.08

                      SEPARATION AGREEMENT

     This  Separation Agreement (the "Agreement"),  dated  as  of
July  1,  1999 is entered into by and between HOWARD A.  GOLDBERG
(the "Executive"), and PLAYERS INTERNATIONAL, INC., on behalf  of
itself   and   all  of  its  parents,  subsidiaries,   divisions,
affiliates,  successors  and  assigns  (hereinafter  collectively
referred to as the "Company").

                      W I T N E S S E T H:

     WHEREAS:

     (1)   The  Executive and the Company entered into an amended
employment   agreement  dated  as  of  October  1,  1996   (which
agreement, as amended and modified, is referred to herein as  the
"Employment Agreement");

     (2)   The  Company  and Jackpot Enterprises,  Inc.  and  JEI
Merger  Corp.  (the  "Jackpot Entities") have previously  entered
into  a  merger  agreement  on  February  8,  1999  (the  "Merger
Agreement") which calls for the resignation of the Executive upon
the  consummation of the merger and the payment  to  him  of  all
payments required to be made upon a change in control.

     (3)  The Executive and the Company believe a termination  of
the Executive's employment with the Company by mutual consent and
his  resignation as a director by mutual consent to be beneficial
for both the Executive and the Company;

     (4)  With the consent of the Jackpot Entities, the Executive
and  the  Company desire to settle fully and finally any and  all
differences  between them, including, but in no way  limited  to,
any differences that might arise, or might have arisen, under the
Employment  Agreement or out of the Executive's  employment  with
the Company and his resignation from employment with the Company.

     (5)  The Board of Directors of the Company (the "Board") has
reviewed  and approved the terms of this Agreement at  a  meeting
duly held and called for such purpose.

     NOW,  THEREFORE, in consideration of the promises, releases,
covenants and agreements contained herein and for other good  and
valuable  consideration, the receipt and sufficiency of which  is
hereby acknowledged by the parties hereto, it is hereby agreed as
follows:

     1.    Termination  Date.   The  Executive  and  the  Company
mutually  agree  that this Agreement shall become effective  (the
"Effective  Date") at 5:00 p.m. E.D.T. on the  last  day  of  the
Revocation Period, as hereinafter defined, and that the Executive
shall resign from his employment with the Company effective as of
the  close  of business on the second business day following  the
expiration  of  the  Revocation Period (the "Termination  Date").
The  Executive  further agrees to resign, as of  the  Termination
Date,  from  any  and  all directorships, committee  memberships,
offices  and any other positions with the Company.  The Executive
further  agrees that subsequent to the Termination Date he  shall
not  represent  or  hold  himself out as  an  officer,  director,
employee or member of any committee of the Company.

     2.   Settlement Payments.

          (a)    Upon  the  first  business  day  prior  to   the
Termination Date, the Executive shall receive a lump-sum  payment
equal  to $495,000, representing that part of the Initial Payment
referenced in Exhibit A hereto which is made in respect of  bonus
earned  but  not  yet paid for the Company's  fiscal  year  ended
March  31,  1999  under  paragraph 9(c)(iii)  of  his  Employment
Agreement and bonus payable in satisfaction of Paragraph 9(c)(ii)
of his Employment Agreement;

          (b)   Upon  the  Termination Date, the Executive  shall
                receive

               (i)    a  lump  sum  payment  equal  to  $450,000,
          representing  the  balance  of  the  Initial   Payments
          referenced  in Exhibit A pursuant to paragraph  9(c)(i)
          of his Employment Agreement.

               (ii)  the  immediate vesting of all stock  options
          held by the Executive pursuant to paragraph 9(c)(v)  of
          his  Employment Agreement notwithstanding the terms  of
          any  such  grant to the contrary, with the  ability  to
          exercise  any such options for 12 months following  the
          Termination  Date,  or for such shorter  period  as  is
          expressly  permitted by the Merger  Agreement,  or  for
          such  longer  period as will permit  the  Executive  to
          exercise his options in connection with any transaction
          resulting  from  a Follow-On Agreement, as  hereinafter
          defined, but in no event after the earlier of  (A)  the
          expiration  of the originally applicable five  or  ten-
          year  option term, as the same may have been previously
          extended, or (B) September 30, 2000; and

               (iii)      continuation coverage rights  from  the
          Company  under the Federal Consolidated Omnibus  Budget
          Reconciliation  Act  of 1985, as amended,  which  shall
          commence  on the Termination Date pursuant to paragraph
          9(c)(vi) of his Employment Agreement.

          Notwithstanding   the  foregoing  paragraph   2(b)(ii),
Executive agrees that upon a Merger, as hereinafter defined,  the
Company   may,  if  required  in  the  Follow-On  Agreement,   as
hereinafter   defined,  require  that  Executive  surrender   for
cancellation all of Executive's outstanding options  in  exchange
for  a  cash  payment equal to the amount (if any) by  which  the
Change  in  Control  price  of the stock  underlying  Executive's
options exceeds the applicable option price, and, in that  event,
all  such options will be canceled (without regard to whether the
fair  market value of the stock exceeds the option price at  such
time).

          (c)   In the event of, and immediately upon the closing
of,  a  Merger, as hereinafter defined, the Executive or, in  the
event  of  his death, the beneficiary or beneficiaries  whom  the
Executive has identified to the Company for this purpose, or,  in
the  event  notice from the Executive to the Company  identifying
his  beneficiaries has not been received prior to the Executive's
date of death, the Executive's estate shall receive an additional
lump-sum  payment, pursuant to paragraph 9(d) of  his  Employment
Agreement,   equal  to  $2,285,000  representing  the  contingent
payments referenced in Exhibit A.

          For  purposes  of this paragraph 2(b), a  Merger  shall
mean the consummation of a transaction constituting a "Change  of
Control",  as  defined  under paragraph 1(g)  of  the  Employment
Agreement  (a  "Change  in Control"), with  Jackpot  Enterprises,
Inc., or any subsidiary thereof, occurring at any time after  the
Effective Date, or with any other entity identified on Exhibit  B
hereto,   provided  a  definitive  agreement  to  complete   such
transaction shall have been entered into by the Company with such
other  entity within six months following the termination of  the
Merger Agreement but in no event later than September 30, 2000 (a
"Follow-On Agreement").

          (d)  The Company shall be entitled to withhold from the
benefits  and  payments described herein (and in Exhibit  A)  all
income and employment taxes required to be withheld by applicable
law.

     3.    Vacation.  The Executive acknowledges and agrees that,
upon receipt of the amount as set forth in paragraph 2(a) hereof,
the  Company  shall have fully satisfied its obligations  to  the
Executive  with respect to vacation days through the  Termination
Date  and that the Executive shall not be entitled to accrue  any
days  off  in  the  nature  of vacation days,  personal  days  or
holidays subsequent to the Termination Date.

     4.   Benefit Plans; Business Expenses.  Any amounts to which
the  Executive is entitled under the Company's 401(k) Plan  shall
be  payable  in  accordance with, and subject to  the  terms  and
conditions  of,  such plan.  The Executive shall be  entitled  to
receive  reimbursement  from  the  Company,  upon  submission  of
appropriate  documentation,  for  all  reasonable,  out-of-pocket
ordinary  and  necessary business expenses  incurred  by  him  in
performing  services  for the Company prior  to  the  Termination
Date.

     5.    Release by the Executive.  As a material inducement to
the Company to enter into this Agreement, and in consideration of
its agreements and obligations under this Agreement and for other
good  and valuable consideration, the receipt of which is  hereby
acknowledged  by the Executive, the Executive hereby irrevocably,
unconditionally  and  generally  releases  the  Company  and  its
respective    parents,   affiliates,   shareholders,    officers,
directors,  employees,  lenders and  attorneys,  and  the  heirs,
executors,  administrators, receivers, successors and assigns  of
all  of  the  foregoing (collectively, the "Company  Releasees"),
from,  and  hereby waives and/or settles, any and  all,  actions,
causes  of  action,  suits,  debts, sums  of  money,  agreements,
promises, damages, or any liability, claims or demands, known  or
unknown and of any nature whatsoever and which the Executive ever
had,  now has or hereafter can, shall or may have, for, upon,  or
by  reason  of  any  matter, cause or thing whatsoever  from  the
beginning of the world to the date of this release (collectively,
the  "Executive Claims") arising directly or indirectly  pursuant
to  or out of his employment with or service as a director of the
Company,  the  performance of services for  the  Company  or  any
Releasee  or the termination of such employment or services  and,
specifically, without limitation, any rights and/or the Executive
Claims (a) arising under or pursuant to any contract, express  or
implied,  written  or  oral, including, without  limitation,  the
Employment  Agreement; (b) for wrongful dismissal or  termination
of  employment;  (c) arising under any federal, state,  local  or
other statutes, orders, laws, ordinances, regulations or the like
that   relate   to  the  employment  relationship   and/or   that
specifically  prohibit  discrimination  based  upon  age,   race,
religion, sex, national origin, disability, sexual orientation or
any  other unlawful bases, including, without limitation, the Age
Discrimination in Employment Act of 1967, as amended,  the  Civil
Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and
1871,  as amended, the New Jersey labor and employment laws,  and
any related New Jersey laws, and applicable rules and regulations
promulgated  pursuant  to  or concerning  any  of  the  foregoing
statutes;  and  (d)  for damages, including, without  limitation,
punitive   or  compensatory  damages  or  for  attorneys'   fees,
expenses,  costs,  wages, injunctive or equitable  relief.   This
paragraph  shall  not  apply to any rights  or  claims  that  the
Executive  may  have  for a breach of this Agreement,  including,
without limitation, paragraph 14(b) hereof.

     6.     Release   by   the  Company.   The   Company   hereby
irrevocably, unconditionally and generally releases the Executive
and  his  heirs, executors, administrators, attorneys and assigns
(collectively, the "Executive Releasees") from, and hereby waives
and/or  settles,  any and all actions, causes of  action,  suits,
debts,  sums  of  money, agreements, promises,  damages,  or  any
liability, claims or demands, known or unknown and of any  nature
whatsoever  and which the Company ever had, now has or  hereafter
can,  shall  or may have, for, upon, or by reason of any  matter,
cause or thing whatsoever from the beginning of the world to  the
date  of  this  release (collectively, "Company Claims")  arising
directly  or  indirectly pursuant to or out  of  the  Executive's
employment  with  or service as a director of  the  Company,  his
performance  of services for the Company or any Company  Releasee
or the termination of such employment or services and, including,
without  limitation, any rights and/or Company Claims (a) arising
under or pursuant to any contract, express or implied, written or
oral,  including,  without limitation, the Employment  Agreement;
and  (b)  for damages, including punitive or compensatory damages
or  for attorneys' fees, expenses, costs, injunctive or equitable
relief.   This paragraph shall not apply to any rights or  claims
that  the  Company  may  have  for a breach  of  this  Agreement,
including,   without  limitation,  the  Executive's   undertaking
referred to in paragraph 14(b) hereof.

     7.    No  Litigation.  The Executive represents and warrants
that  he has not filed, commenced or participated in any  way  in
any  complaints,  claims,  actions or  proceedings  of  any  kind
against  any  Company Releasee with any federal, state  or  local
court or any administrative, regulatory or arbitration agency  or
body and he agrees not to file, assert or commence any complaint,
claim, action or proceeding of any kind against any Releasee with
any   federal,  state  or  local  court  or  any  administrative,
regulatory  or  arbitration agency or body with  respect  to  any
matter  from the beginning of the world to the Termination  Date.
The  Company  represents  and warrants that  it  has  not  filed,
commenced  or participated in any way in any complaints,  claims,
actions or proceedings of any kind against the Executive Releasee
with  any  federal,  state or local court or any  administrative,
regulatory  or arbitration agency or body and the Company  agrees
not  to file, assert or commence any complaint, claim, action  or
proceeding  of  any kind against the Executive or  any  Executive
Releasee  with  any  federal,  state  or  local  court   or   any
administrative,  regulatory or arbitration agency  or  body  with
respect  to  any matter from the beginning of the  world  to  the
Termination Date.  This paragraph shall not apply to  any  rights
or claims that the Executive or the Company may have for a breach
of this Agreement, including, without limitation, paragraph 14(b)
hereof and the undertaking referred to therein.

     8.   No Right to Reinstatement.  The Executive hereby waives
any right to, and agrees not to, seek reinstatement of employment
with the Company.

     9.   Representation by Counsel/Revocation.

          (a)    By   executing  this  Agreement,  the  Executive
acknowledges  that:  (i) he has been advised by  the  Company  to
consult with an attorney before executing this Agreement and  has
consulted  and  been represented by Stephen T.  Lindo,  Esq.,  of
Willkie Farr & Gallagher, 787 Seventh Avenue, New York, New  York
10019,  and James P. Clark, Esq. of Gibson, Dunn & Crutcher  LLP,
2029 Century Park East, Suite 4000, Los Angeles, California 90067-
3026  in connection therewith; (ii) he has been provided with  at
least a twenty-one (21) day period to review and consider whether
to  sign this Agreement and that by executing and delivering this
Agreement to the Company, he is waiving any remaining portion  of
such  twenty-one (21) day period; and (iii) he has  been  advised
that  he has seven (7) days following execution of the Agreement,
to  revoke this Agreement.  Such seven day period is referred  to
herein as the "Revocation Period".

          (b)  Subject to the last sentence of this subparagraph,
this  Agreement will not be effective or enforceable against  the
Executive   until  the  Revocation  Period  has  expired.    Such
revocation  shall  only  be effective if an  originally  executed
written  notice thereof is delivered to the Company on or  before
5:00  p.m.  on  the  last day of the Revocation  Period.   If  so
revoked, this Agreement shall be deemed to be void ab initio  and
of no further force and effect.  The parties have agreed that the
Agreement  (i)  will be delivered for execution by the  Executive
only  after it has been fully executed by the Company , (ii) will
not  be  subject to revocation by the Company at any  time  after
execution,  and  (iii)  will be effective and  fully  enforceable
against  the  Company  unless the Agreement  is  revoked  by  the
Executive prior to the expiration of the Revocation Period.

     10.   Representation.   The Company  hereby  represents  and
warrants  to the Executive that (i) it has received all corporate
authorizations necessary for the execution of this  Agreement  on
the  terms  and conditions set forth herein, (ii)  there  are  no
regulatory  approvals that are necessary for  the  execution  and
performance  of this Agreement by the Company (other  than  those
conditions   which   are   required   to   be   satisfied   under
Sections  6.1(c) and 7.1(c) of the Merger Agreement,  insofar  as
they  affect  the Company's obligation to make the  payments  due
under  paragraph  2(c)  hereof),  and  (iii)  its  entering  this
Agreement  and  the  performance of its  obligations  under  this
Agreement will not violate any agreement between the Company  and
any other person, firm or organization or any law or governmental
regulation.

     11.  No Admissions.  This Agreement shall not in any way  be
construed  as an admission by the Company that the Company  acted
wrongfully  with respect to the Executive or that  the  Executive
has  any  rights whatsoever against the Company, and the  Company
specifically  disclaims  any  liability  for  any  wrongful  acts
against  the  Executive  on the part of itself,  its  affiliates,
employees,  or agents.  This Agreement shall not in  any  way  be
construed  as  an  admission  by  the  Executive  that  he  acted
wrongfully  with respect to the Company or that the  Company  has
any  rights  whatsoever against the Executive, and the  Executive
specifically  disclaims  any  liability  for  any  wrongful  acts
against the Company.

     12.   Non-Derogation; Public Comment.  The Executive  agrees
that,  except  as  required by applicable law,  or  compelled  by
process  of  law, neither he, nor anyone acting  on  his  behalf,
shall  hereafter (a) make any derogatory, disparaging or critical
statement  about  any  Releasee or any of the  Company's  current
officers,  directors, employees, shareholders or lenders  or  any
persons who were officers, directors, employees, shareholders  or
lenders of the Company since May 19, 1993, or engaged in business
on  behalf  of the Company during the period from May  19,  1993,
through the Termination Date; or (b)  without the Company's prior
written  consent, communicate, directly or indirectly,  with  the
press or other media, concerning the past or present employees or
business  of the Company or of any Releasee.  The Company  agrees
that,  except  as  required by applicable law,  or  compelled  by
process  of  law, neither it, nor anyone acting  on  its  behalf,
shall  hereafter (a) make any derogatory, disparaging or critical
statement  about  the Executive; or (b) without  the  Executive's
prior written consent, communicate, directly or indirectly,  with
the press or other media, concerning the Executive.

     13.    Covenant  Not  to  Compete;  Covenants   to   Protect
Confidential Information.  Paragraphs 10 and 11 of the Employment
Agreement  shall survive the execution of this Agreement  in  its
entirety.   Unless  payments  are made  to  the  Executive  under
paragraph  2(c) hereof, the non-competition period  shall  expire
one  year from the Termination Date.  If payments are made to the
Executive under paragraph 2(c) hereof, the non-competition period
shall expire on the third anniversary of the Termination Date.

     14.  Indemnification.

          (a)   The  Company  shall extend to the  Executive  the
benefits  of  Section 5.9 of the Merger Agreement, provided  that
the  merger with the Jackpot Entities occurs.  If the merger with
the Jackpot Entities does not occur, and a Follow-On Agreement is
hereafter entered into, and a transaction constituting  a  Change
in  Control  thereafter occurs, the Company shall extend  to  the
Executive the benefits of any provision that is included  in  any
such  agreement  that is similar to Section  5.9  of  the  Merger
Agreement.

          (b)   The  Company  agrees that  it  will  continue  to
advance  promptly to the Executive, following his termination  of
employment  from  the Company (or to pay directly),  all  amounts
reasonably  incurred  by the Executive for  attorney's  fees  and
expenses in defending, or appearing as a witness in, any and  all
civil, criminal, administrative, or investigative actions, suits,
or   proceedings,   including  grand   jury   and/or   regulatory
proceedings, without regard to the jurisdiction(s) in which  such
proceedings   may   occur  ("Proceedings"),   until   the   final
disposition  of  such Proceedings, in each case  subject  to  the
Executive's  prior  written undertaking  (the  "Undertaking")  to
repay  to the Company amounts so advanced in accordance with  the
terms thereof.

          (c)   The  Executive  agrees  to  cooperate  fully,  at
reasonable times and subject to reimbursement from the Company of
all  related  expenses,  with the Company  and  any  governmental
authority  regarding the Proceedings until the final  disposition
of the Proceedings.

          (d)    The   Company  represents  that   (i)   it   has
independently investigated the Company's activities from May 1993
to  date  in  connection  with  the  Louisiana  riverboat  casino
complexes, (ii) as part of such investigation, the Executive  has
been  debriefed regarding his activities in connection therewith,
and  (iii)  it  has  reported the information learned  from  such
investigation to the Board.  The Executive represents that he has
fully  and  accurately disclosed such activities to the  Company.
The  Company agrees to use its best efforts to oppose any finding
by  a  regulatory agency or authority that would adversely affect
the  Executive's  ability to become licensed  by  the  applicable
gaming  authorities in any jurisdiction, unless such finding  was
reached  after a formal hearing at which the Company acted  in  a
manner   consistent  with  the  foregoing  obligations  and   the
Executive was given an opportunity to participate in full.

          (e)    Paragraph  12(b)  and  (d)  of  the   Employment
Agreement, are retained without change; Paragraphs 12(a) and  (c)
of  the  Employment  Agreement are revised  to  read  as  follows
(changed language in bold); the following new paragraphs (e)  and
(f) are added to Paragraphs 12 of the Employment Agreement at the
end, and all such provisions, as so continued, modified or added,
shall survive the execution of this Agreement in their entirety:

          (a)   The Company shall indemnify the Executive to  the
fullest  extent permitted by Nevada law in effect as of the  date
hereof  against  all  costs,  expenses,  liabilities  and  losses
(including,  without  limitation,  attorneys'  fees,   judgments,
fines,  penalties,  ERISA  excise  taxes,  and  amounts  paid  in
settlement)  reasonably incurred by the Executive  in  connection
with  a Proceeding.  For the purposes of this Paragraph 12, "Term
of Employment" shall mean the period commencing May 19, 1993, and
ending  on the Termination Date specified in paragraph 1  of  the
Agreement  of  which this amendment is a part, and a "Proceeding"
shall  mean  any  action,  suit  or  proceeding,  whether  civil,
criminal, administrative, regulatory, or investigative, in  which
the  Executive is made, or is threatened to be made, a party  to,
or  a  witness in, such action, suit, or proceeding by reason  of
the  fact that he is or was an officer, director, or employee  of
the  Company,  or  is  or  was serving as an  officer,  director,
member,  employee, trustee, or agent of any other entity  at  the
request of the Company.

          (c)    The   Executive  shall  not   be   entitled   to
indemnification  under  this Paragraph 12  unless  he  meets  the
standard  of  conduct specified in the Nevada General Corporation
Law.   Notwithstanding the foregoing, to the extent permitted  by
law,  neither  Section 78.751 of the Nevada  General  Corporation
Law,  nor  any  similar provision shall apply to  indemnification
under  this Paragraph 12, so that if the Executive in fact  meets
the  applicable standard of conduct, he shall be entitled to such
indemnification whether or not the Company (whether by the  board
of  directors,  the shareholders, independent  legal  counsel  or
other party) determines that indemnification is proper because he
has met such applicable standard of conduct.  Neither the failure
of  the  Company to have made such a determination prior  to  the
commencement  by  the  Executive  of  any  suit  or   arbitration
proceeding  seeking indemnification, nor a determination  by  the
Company  that he has not met such applicable standard of conduct,
shall  create  a  presumption that he has not met the  applicable
standard of conduct.

          (e)   The Company shall give at least three days  prior
notice  to  the Executive, and an opportunity to comment  thereon
and/or  react  thereto,  before  proposing  or  consummating  any
settlement  for  resolution  of any  Proceedings  that  adversely
affect the Executive or his reputation.

          (f)   The  foregoing  provisions of this  Paragraph  12
shall  be  in  addition to and shall in no way limit  any  rights
which the Executive may have under:  (i) Nevada Revised Statutes,
Title  7,  Chapter 78, 751; (ii) Article IX of the Company's  By-
laws,  as  in  effect on the date hereof; (iii) the  Undertaking;
(iv)   the   Merger   Agreement;   (v)   this   Agreement;    and
(vi)  directors' and officers' and all other liability  insurance
policies maintained by the Company."

     15.  Settlement of Disputes.  Paragraph 20 of the Employment
Agreement  shall survive the execution of this Agreement  in  its
entirety,  such  that  this Agreement shall  be  treated  as  the
"Agreement"  for purposes of such Paragraph.  The Company  agrees
that it will promptly pay all legal fees and expenses incurred by
the   Executive   in   connection  with   the   negotiation   and
implementation of this Agreement.

     16.   Executive's  Continued Availability  and  Cooperation;
Cooperation  and Consultation With The Executive By The  Company;
Access to Records.

          (a)   The  Executive  shall continue  to  make  himself
reasonably  available to the Company for a period of  six  months
from  the Termination Date to advise on transition matters as  to
which  the  Executive has knowledge; provided  however  that  the
Executive may provide such services at reasonable times so as not
to  interfere  with his obligations resulting from employment  or
self-employment   activities   following   his   termination   of
employment from the Company.  In consideration of the performance
by  the  Company  of  its obligations under this  Agreement,  the
Executive  agrees  to  provide such services  without  additional
compensation  from  the  Company;  provided,  however,  that  the
Company  shall reimburse the Executive for his reasonable out-of-
pocket  expenses incurred in the performance of services rendered
hereunder.

          (b)   Without  limitation on the rights  set  forth  in
Paragraph  12(e) of the Employment Agreement, as herein  amended,
the  Company represents and warrants that it will not communicate
with regulatory, civil and/or criminal agencies or authorities in
any  jurisdiction concerning the Executive, whether orally or  in
writing, without:  (i) promptly, and in no event later than three
business  days  thereafter, giving the Executive  notice  of  the
occurrence  of such communications, together with copies  of  any
such   written   materials  furnished  to   such   agencies   and
authorities, and discussing and reviewing with the Executive  the
nature  and content of those communications; and (ii) subject  to
any  necessary  consents  of the agency  or  authority  involved,
permitting  the  Executive and/or, at  his  election,  his  legal
counsel, to take part in those communications.

          (c)    The  Company  shall  continue  to  provide   the
Executive  with  reasonable access to the Company's  records,  at
reasonable  times  and  subject to reasonable  conditions,  where
relevant  to  any  proceeding  in  which  the  Executive   is   a
participant,   to  the  extent  such  proceeding   involves   the
Executive's employment with the Company.

     17.    Survival.    The   covenants,   representations   and
acknowledgments contained herein shall survive the execution  and
delivery of this Agreement and the completion of the payments set
forth   in   paragraph   2  hereof.   The   last   paragraph   of
Paragraph  9(d)  of  the Employment Agreement shall  survive  the
execution  of this Agreement and the parties agree that  Ernst  &
Young,  LLP is the Accounting Firm referenced therein.   Payments
made   under  this  Agreement  shall  be  treated  as  "Agreement
Payments" for purposes of such Paragraph 9(d).

     18.   Specific Performance.  The parties hereto  each  agree
that if any of the provisions of this Agreement are not performed
in   accordance  with  their  specific  terms  or  are  otherwise
breached,  immediate  and irreparable harm  or  injury  would  be
caused.   It  is hereby agreed that, in addition to any  remedies
not precluded by this Agreement, each party shall be entitled  to
seek  an  injunction  restraining  any  violation  or  threatened
violation  of  such provisions of this Agreement or  to  specific
performance or other equitable relief with respect to any of  the
provisions of this Agreement.  If any provision of this Agreement
is found to be illegal or unenforceable by an arbitrator or by  a
court  of  competent  jurisdiction, the remaining  terms  of  the
Agreement  shall  continue  in full  force  and  effect  and  the
offending  provision(s) shall be deemed reformed and  amended  to
the minimum extent necessary to bring it or them within the legal
requirements for enforceability.

     19.   Further Assurances.  Each party hereto shall  promptly
execute,  acknowledge and deliver any and all documents and  take
any  and  all actions, as any of the other party shall reasonably
request in order to carry out the intent and meaning of,  and  to
give full effect to, this Agreement and each provision hereof.

     20.    Assignment.   This  Agreement  is  personal  to   the
Executive and the Executive may not assign his rights or delegate
any  of  his  duties or obligations hereunder.  The  Company  may
assign its rights and delegate its duties under this Agreement or
any of its interests herein (a) to any entity which is a party to
a  merger or consolidation with the Company, (b) to any affiliate
of  the Company or (c) to any entity acquiring substantially  all
of  the  assets of the Company, provided that no such  assignment
shall  relieve  the assignor of its obligations  hereunder.   The
Company  shall  give  the Executive prompt  notice  of  any  such
assignment.

     21.   Notices.   All  notices, requests, demands  and  other
communications under this Agreement shall be in writing and shall
be  deemed to have been duly given (i) on the date of service  if
served  personally on the party to whom notice is  to  be  given,
(ii)   on   the  day  of  transmission  if  sent  via   facsimile
transmission to the facsimile numbers given below, (iii)  on  the
day  after  delivery  to  Federal Express  or  similar  overnight
courier or the Express Mail service maintained by the U.S. Postal
Service, or (iv) on the fifth day after mailing, if mailed to the
party  to  whom  notice  is to be given,  by  first  class  mail,
registered  or certified, postage prepaid and properly addressed,
to the party at the following addresses (or at such other address
as a party may specify by notice to the other):

           (a)  If to the Executive, to him at:

           117 Cheltenham Avenue
           Linwood, NJ  08221
           Telecopy:  (609) 927-6077

           with a copy to:

           Willkie Farr & Gallagher
           787 Seventh Avenue
           New York, NY  10019-6099
           Attn:  Stephen T. Lindo, Esq.
           Telecopy:  (212) 728-8111

           and to:

           Gibson, Dunn & Crutcher LLP
           2020 Century Park East
           Suite 4000
           Los Angeles, CA  90067-3026
           Attn:  James P. Clark, Esq.
           Telecopy:  (310) 552-7014

           (b)  If to the Company, to it at:

           Players International, Inc.
           Citicenter Building
           Suite 800
           1300 Atlantic Avenue
           Atlantic City, NJ  08401
           Attn:  Chief Financial Officer
           Telecopy:  (609) 449-7772

           with a copy to

           Sterns & Weinroth
           2901 Atlantic Avenue
           Atlantic City, NJ  08401
           Attn:  Nicholas Casiello, Jr., Esq.
           Telecopy:  (609) 340-8722

           and to:

           The Bachelder Group
           780 Third Avenue
           New York, NY  10017
           Attn:  Sara Champion Adams, Esq.
           Telecopy:  (212) 319-3900

     22.   Miscellaneous.  This Agreement:  (a)  constitutes  the
sole and complete understanding and agreement between the parties
hereto with respect to the matters set forth herein and there are
no  other agreements or understandings, whether written  or  oral
and whether made contemporaneously or otherwise, that are binding
upon   the  parties  hereto,  other  than  those  paragraphs   of
agreements  which are expressly incorporated herein by reference;
(b) fully supersedes the Employment Agreement except as otherwise
provided  for herein; (c)  shall be subject to, governed  by  and
construed  and enforced in accordance with the internal  laws  of
the State of New Jersey, without regard to New Jersey's conflict-
of-laws  principles; (d) shall inure to the  benefit  of  and  be
binding  upon the Executive and the Company and their  respective
heirs,  devisees, legatees, executors, administrators, successors
and  permitted  assigns and each Releasee; and  (e)  may  not  be
amended or modified except by written agreement duly executed  by
the Company and the Executive.

     23.   Counterparts.   This Agreement  may  be  executed  and
delivered  (including by facsimile transmission) in one  or  more
counterparts,  and  by the different parties hereto  in  separate
counterparts, each of which when executed and delivered shall  be
deemed  to  be an original but all of which taken together  shall
constitute one and the same agreement.



           IN  WITNESS WHEREOF, the parties hereto have  executed
this Agreement on the date first above written.


                                   /s/ Howard A. Goldberg
                                   -------------------------------
                                   HOWARD A. GOLDBERG


                                   PLAYERS INTERNATIONAL, INC.


                                   By: /s/ Lawrence Cohen
                                       ---------------------------
                                   Name:   Lawrence Cohen
                                   Title:  Director


                            Exhibit A

SCHEDULE OF PAYMENT TO BE MADE PURSUANT TO SEPARATION AGREEMENT

INITIAL PAYMENTS - due on first business day following expiration of
Revocation Period.

Payments accrued but unpaid:

Mar '99 bonus                                 $170,000

Unused Vacation                                 25,000


Payments under Employment Agreement Section
9(c) because of termination without cause,
with agreed reductions:

Settlement of salary continuation              390,000

Settlement of bonus continuation               325,000

Settlement of first year benefits
  continuation                                  35,000
                                              --------
                                                         $945,000
                                                         ========


CONTINGENT PAYMENTS - due at closing of
merger

Payments under 9(d):

Balance settlement of salary continuation      945,000

Balance settlement of bonus continuation     1,250,000

Balance settlement of benefit continuation      90,000
                                            ----------
                                                       $2,285,000
                                                       ==========


                                 Total:                $3,230,000
                                                       ==========



                          Exhibit B

     The following is a list of enterprises with respect to which
a change in control transaction has received active consideration
by the Board of Directors of Players International, Inc. prior to
the Termination Date:

Apollo/Michael Ashner

Aztar

Boyd Gaming Corp.

Colony Capital/Harvey's

Harrah's Entertainment

Hollywood Park

Horseshoe Gaming, Inc./Binion

Insignia Financial/Andrew Farkas

Jackpot Enterprises, Inc.

Jacobs Entertainment/Black Hawk Gaming

Ladbroke Group/Colorado Gaming

Thomas H. Lee Company

MacAndrew & Forbes/Ronald Perelman

North Star Capital Partners/Ed Sheetz & David Hamamoto

Penn-National Gaming

Sun International

Note:  For purposes of this Exhibit, a transaction with an
affiliate of any of the above-listed companies or named
individuals will be treated in the same manner as a transaction
with one of the above-listed companies itself.