RIGHT OF FIRST REFUSAL TO PURCHASE


         THIS AGREEMENT (the "Agreement") made and entered into as of this 3rd
day of December, 1995 by and between HARRAH'S MARYLAND HEIGHTS LLC, a Delaware
limited liability company ("Grantor"), and PLAYERS MH, L.P., a Missouri limited
partnership ("Grantee").

                          STATEMENT OF FACTS

         A. Grantor is the fee simple owner of certain real property, together
with all rights and easements appurtenant thereto, located in the City of
Maryland Heights, County of St. Louis, Missouri, and being more particularly
described on Exhibit A attached hereto and incorporated herein by this reference
("Harrah's Land"); and

         B. Grantor's Affiliate Harrah's Maryland Heights Corporation ("HMHC")
and Grantee are partners in Riverside Joint Venture (the "Venture") pursuant to
the terms of a Partnership Agreement dated November 2, 1995 (the "Joint Venture
Agreement") pursuant to which HMHC has obligated Grantor to grant to Grantee the
rights contained in this Agreement.

         C. The Venture is leasing the Harrah's Land pursuant to the terms of a
Ground Lease with Grantor as Landlord dated as of November 3, 1995 (the "Ground
Lease").

         D. The right of first refusal being granted herein is subject to the
exceptions provided for in Section 8(d) of the Joint Venture Agreement.

         NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto mutually agree as follows:

         1. Right of First Refusal to Purchase. Grantor hereby grants to
Grantee, the right to purchase (the "Purchase Right") Harrah's Land or any
portion thereof at a price equal to any bona fide arm's length written offer
that Grantor is willing to accept (the "Offer") received from any person or
entity which is not an Affiliate (as defined in the Joint Venture Agreement) of
Grantor (the "Third Party") for Harrah's Land or such portion thereof and upon
identical terms and conditions of the Offer (including, without limitation, the
closing date thereunder) subject and subordinate to any rights of third parties
currently existing, and any rights of holders of mortgages, easements or leases
(including only the Ground Lease, Harrah's Lease (as defined in the Joint
Venture Agreement) and Players' Lease (as defined in the Joint Venture
Agreement)) hereafter granted, and other third-party rights approved by Grantee,
which approval shall not be conditioned, or unreasonably withheld or delayed.
Within ten (10) days of Grantor's receipt of the Offer, Grantor shall provide
Grantee with written notice ("Grantor's Notice") of the Offer enclosing a true
and correct copy of the Offer. Grantor's Notice shall be accompanied by
Grantor's notification to Grantee of Grantor's intent to accept such Offer.
Grantor shall record Grantor's Notice with the


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Recorder of Deeds of St. Louis County, Missouri (without a copy of the Offer) on
the same day that Grantor mails Grantor's Notice to Grantee. Grantee shall then
have the first option to purchase Harrah's Land or such portion thereof by
giving written notice to Grantor of its intention to purchase Harrah's Land or
such portion thereof at the same price and on the same terms as the Offer,
subject to the provisions of Section 8(d) of the Joint Venture Agreement which
option, if exercised, must be exercised by Grantee within thirty (30) days of
the date of Grantee's receipt (or refusal to accept delivery of) of Grantor's
Notice (the "Acceptance Period"). Grantee shall be deemed to have "exercised"
its option if Grantee gives Grantor written notice of its intent to purchase
within the Acceptance Period and records such notice with the Recorder of Deeds
of St. Louis County, Missouri (the "Acceptance Notice"). If Grantee does not
give and record the Acceptance Notice within the Acceptance Period, then Grantor
may then, after recording evidence of Grantee's receipt (or refusal to accept
delivery of) of Grantor's Notice, proceed to sell Harrah's Land or such portion
thereof to the Third Party at the same price and on the same terms set forth in
the Offer and the Purchase Right shall be extinguished of record on the date
that the deed of conveyance from Grantor to the Third Party is recorded with
respect to the property described in such deed. If Grantee does not exercise its
option hereunder and Harrah's Land or such portion thereof is not sold pursuant
to such Offer or the terms of the Offer are materially changed (which shall
constitute a new Offer), so long as the term of this Agreement remains unexpired
or has not been terminated, Grantee shall have, upon the same conditions and
notice, the continuing first option to purchase Harrah's Land upon the terms of
any subsequent offer or offers to purchase or the materially changed Offer. If a
portion of the Harrah's Land is so sold, Grantee shall retain the Purchase Right
with respect to the remaining portion of the Harrah's Land. In any event and
notwithstanding the foregoing, the Purchase Right shall terminate upon the
expiration or earlier termination of this Agreement. Notwithstanding the
foregoing, the Purchase Right shall not apply to an Exempt Sale or Disposition
(as defined in the Joint Venture Agreement) and the Purchase Right shall survive
any Exempt Sale or Disposition and shall not be extinguished thereby.

         2. Term. The term of this Agreement shall expire upon the earlier to
occur of the following dates:

                  (i) the date upon which neither Grantor nor any Affiliate of
         Grantor remains a partner of the Venture; or

                  (ii) the date upon which the Players Lease (as defined in the
         Joint Venture Agreement) expires or is otherwise terminated; or

                  (iii) the date upon which the Ground Lease expires or is
         otherwise terminated.

         3. Amendments. No oral amendment of this Agreement shall be
binding on the parties hereto. Any modification or amendment of this
Agreement must be in writing and signed by Grantor and

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         4. Recording. This Agreement may be recorded by Grantor or Grantee
without the prior written consent of the other party at the expense of the party
so recording same.

         5. Captions. Any captions contained in this Agreement are for
convenience only and shall not be considered as part of this Agreement for
purposes of construction of the terms and conditions hereof.

         6. Notice. Any notice which may or is required to be given hereunder
shall be deemed given when actually received. If such notice is mailed, it shall
be deposited, registered or certified, return receipt requested, in the United
States mail, or by commercial overnight courier such as Federal Express or
Airborne, addressed to the parties at the addresses set forth after their
respective names below, or at such different addresses as such party may have
designated to the other by notice hereunder.

         GRANTOR:                 Harrah's Maryland Heights LLC
                                  c/o Harrah's Entertainment, Inc.
                                  1023 Cherry Road
                                  Memphis, TN  38117
                                  Attention:  General Counsel, Gaming
                                                 Development

         GRANTEE:                 Players MH, L.P.
                                  c/o Players International, Inc.
                                  3900 Paradise Road, Suite 135
                                  Las Vegas, NV  89109
                                  Attention:  General Counsel


         7. Governing Law. This Agreement shall be governed by the laws of the
State of Missouri.

         8. Successors and Assigns. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective legal representatives,
successors and assigns, except as otherwise provided herein.



                                       -3-

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.


                             GRANTOR

                             HARRAH'S MARYLAND HEIGHTS LLC

                             BY:      HARRAH'S MARYLAND HEIGHTS
                                      OPERATING COMPANY, its Managing
                                      Member


                                      By:  /s/ William S. Rosenberg
                                          -----------------------------
                                          William S. Rosenberg
                                          Authorized Representative


                             GRANTEE

                             PLAYERS MH, L.P.

                             BY:      PLAYERS MARYLAND HEIGHTS,
                                      INC., its general partner


                                      By: /s/ Steven P. Perskie
                                          -----------------------------
                                          Steven P. Perskie
                                          Secretary



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