DEVELOPMENT AGREEMENT

                                       FOR

                           MARYLAND HEIGHTS, MISSOURI

                            RIVERBOAT GAMING PROJECT



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                                TABLE OF CONTENTS

<TABLE>
<S>     <C>                                                                                                     <C>
ARTICLE 1 - RIVERBOAT GAMING PROJECT............................................................................  2
         1.1      City Assistance...............................................................................  2
         1.2      Costs.........................................................................................  2
         1.3      Designation of Home Dock......................................................................  2
         1.4      Operations....................................................................................  2
         1.5      Missouri Gaming Application...................................................................  2
         1.6      City Services.................................................................................  3
         1.7      City Taxes....................................................................................  3
         1.8      Litigation Cooperation........................................................................  3

ARTICLE 2 - EARTH CITY EXPRESSWAY...............................................................................  4
         2.1      General.......................................................................................  4
         2.2      Road Project..................................................................................  4
         2.3      Responsibility................................................................................  5
         2.4      Partnership Assessment........................................................................  5
         2.5      Partnership Loan..............................................................................  5
         2.6      City Escrow Account...........................................................................  7
         2.7      Escrow Agreements and Security Interest.......................................................  7
         2.8      Tax Increment Financing.......................................................................  8
         2.9      Financing of City Road Project - Road Bonds...................................................  8
                  A.       Issuance of Road Bonds...............................................................  9
                  B.       Sale of Bonds........................................................................  9
                  C.       Limited Guaranty..................................................................... 10
         2.10     Financing of Road Project - Alternate Road Project............................................ 12
                  A.       Identification of Alternate Road Project............................................. 12
                  B.       Election of Alternate Road Project................................................... 12
                  C.       Termination of Agreement............................................................. 14
                  D.       Limitation On Disbursements Until Road Project Elected............................... 14
         2.11     Lien on Road Project Improvements............................................................. 14
         2.12     Audit and Financial Information............................................................... 15
         2.13     No Sharing Of City Tax Revenues............................................................... 15

ARTICLE 3 - REPRESENTATIONS..................................................................................... 15
         3.1      City Representations.......................................................................... 15
         3.2      Partnership's Representations................................................................. 15

ARTICLE 4 - CONDITIONS PRECEDENT................................................................................ 15
         4.1      Conditions to Partnership's Obligations....................................................... 15

ARTICLE 5 - CLOSING............................................................................................. 16
         5.1      Closing Date.................................................................................. 16
         5.2      Actions to be Taken at the Closing............................................................ 17


                                                                                       
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ARTICLE 6 - TERMINATION......................................................................................... 17
         6.1      Termination................................................................................... 17

ARTICLE 7 - GENERAL PROVISIONS.................................................................................. 18
         7.1      Notices....................................................................................... 18
         7.2      Successors and Assigns........................................................................ 19
         7.3      Attorneys Fees................................................................................ 19
         7.4      Governing Law................................................................................. 19
         7.5      Merger........................................................................................ 19
         7.6      Amendments.................................................................................... 20
         7.7      Multiple Originals............................................................................ 20
         7.8      Severability.................................................................................. 20
         7.9      Interpretation................................................................................ 20
         7.10     Default and Cure Rights....................................................................... 20
         7.11     Waiver........................................................................................ 21
         7.12     Force Majeure................................................................................. 21
         7.13     Third Party Beneficiaries..................................................................... 21

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                              DEVELOPMENT AGREEMENT

                                       FOR

                           MARYLAND HEIGHTS, MISSOURI

                            RIVERBOAT GAMING PROJECT


         THIS DEVELOPMENT AGREEMENT FOR THE MARYLAND HEIGHTS, MISSOURI RIVERBOAT
GAMING PROJECT (this "Agreement") is entered into on _________________________,
1995 by the City of Maryland Heights, Missouri, a Missouri third class
city (the "City") and Riverside Joint Venture, a Missouri general partnership
(the "Partnership").

         WHEREAS, the Partnership's partners are Harrah's Maryland Heights
Corporation, a Nevada corporation ("HMHC") and Players MH, L.P., a Missouri
limited partnership ("Players MH"); and

         WHEREAS, the voters of Maryland Heights on April 6, 1993 approved
excursion riverboat gaming in the City; and

         WHEREAS, the City has granted certain approvals for a project that
includes development of a land based facility (the "Land Based Project") on a
riverfront development site in Maryland Heights (the "Project Site") which
Project Site is described on Exhibit A hereto, in conjunction with the casino(s)
operation located on one or more floating vessels or facilities ("Riverboats");
and

         WHEREAS, the portion of the project that is located on the Riverboats
(the "Riverboat Project") includes Riverboats moored at the Project Site (the
Land Based Project and the Riverboat Project are collectively referred to as the
"Riverboat Gaming Project"); and

         WHEREAS, HMHC, for itself or another subsidiary of Harrah's
Entertainment, Inc., and Players Maryland Heights, Inc. ("PMH") for itself or
another subsidiary of Players International, Inc., have each applied to be
licensed by the Missouri Gaming Commission to operate up to two Riverboats in
connection with the Riverboat Gaming Project and the City has adopted
Resolutions 95-417 and 95-418 in support thereof; and

         WHEREAS, the Harrah's entity to be licensed to operate the Harrah's
Riverboat(s) ("Harrah's Operator"), presently contemplated to be Harrah's
Maryland Heights LLC, a Delaware limited liability company, and the Players
entity to be licensed to operate the Players' Riverboat(s) ("Players'
Operator"), presently contemplated to be Players MH, L.P., are hereinafter
referred to collectively as the "Operators" and together with HMHC, PHM, Players
MH and the Partnership are collectively referred to as the "Companies"; and


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         WHEREAS, the City desires to encourage development of the Project Site
and has determined that development of the Project Site will aid the City by
creating employment opportunities and tax base; and

         WHEREAS, the City and the Partnership are entering into this Agreement
to set forth certain obligations and responsibilities of the City and the
Partnership with respect to development of the Riverboat Gaming Project and
their respective obligations with respect to a proposal to extend the Earth City
Expressway as described herein (the "Road Project"), which proposal is being
investigated by the City;

         NOW, THEREFORE, in consideration of the covenants contained herein, the
City and the Partnership agree as follows:

                      ARTICLE 1 - RIVERBOAT GAMING PROJECT

         1.1 City Assistance. The City to the extent permitted by law agrees to
pass all zoning, sign and other ordinances, issue all permits and take all other
actions necessary to develop and operate the Riverboat Gaming Project subject
to: (a) submission to the City of plans and documents in compliance with City
building codes and other applicable City ordinances, and (b) compliance with
City building codes. The City agrees to act promptly and reasonably with respect
to all requests for such approvals and other actions.

         1.2 Costs. The Riverboat Gaming Project will be developed at the sole
cost of the Partnership and the City is not responsible for paying for
construction or operating costs.

         1.3 Designation of Home Dock. Pursuant to Chapter 313, RSMo, the
Companies agree to designate the City as their "home dock" (as that term is
defined in Chapter 313, Revised Statutes of Missouri) with respect to the
Riverboat Gaming Project.

         1.4 Operations. The Partnership and Operators have the right to
establish the hours of operation of the Riverboat Gaming Project from time to
time in accordance with the rules of the Missouri Gaming Commission. The City
acknowledges the Companies may in the Companies' sole discretion from time to
time abandon all or any portion of the Riverboat Gaming Project, or change the
nature and character of the Riverboat Gaming Project, including without
limitation, the businesses located within the Land Based Project, subject to
compliance with applicable zoning laws.

         1.5 Missouri Gaming Application. HMHC and PMH have each filed an
application with the Missouri Gaming Commission for licenses to own or operate
excursion gambling boats at the Riverboat Gaming Project. The City has prepared
its Economic Development, Impact and Affirmative Action Plan ("Plan") pursuant
to the rules and regulations of the Missouri Gaming Commission ("Commission").
The Plan includes the endorsement by the City of Harrah's Operator and Players'
Operator as riverboat gaming operators, and such other information as the City
deemed necessary. So long as the Partnership is in compliance with the terms of
this


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Agreement, the City's endorsement may not be altered or withdrawn, and the City
agrees to assist the Companies in any reasonable manner, including appearances
before the Commission, in connection with Harrah's Operator and Players'
Operator efforts to obtain Missouri gaming licenses for the Riverboat Gaming
Project.

         1.6 City Services. The City agrees to provide the same services to the
Riverboat Gaming Project that it provides to other businesses located in the
City at no additional or extra charge. The City shall not assess or charge the
Companies for utilities, tap-in rights, hook-ups, refuse pick-up or any other
charge for City services or City owned services which are not consistent with
the charges charged to any other business in the City.

         1.7 City Taxes. The City agrees not to impose any Gaming Tax (as
defined below). The City also agrees to not impose any taxes on the Companies or
their property that operate or are applied in a discriminatory manner (by
imposing a burden on Companies in a substantially different manner than the
burden imposed on the class of all businesses in the City) or which are not paid
by nongaming businesses located in the City. The parties agree that this Section
1.7 does not limit the City's right to receive proceeds from the statewide
gaming tax imposed by the state pursuant to Sections 313.800 et seq., R.S.Mo.,
or substitute state provisions. As used herein "Gaming Tax" means any tax based
on adjusted gross receipts, net gaming revenue, admissions tax or any other tax
based on gaming, including but not limited to the taxes imposed by the state
pursuant to Sections 313.800 et seq., R.S.Mo., or substitute state provisions,
but said term does not include income taxes that are also paid by nongaming
companies. As used herein the term "Admission Tax" refers to one type of Gaming
Tax and refers to the tax imposed by section 313.820, R.S.Mo.

         1.8 Litigation Cooperation. In the event that any litigation is filed
to stop the Riverboat Gaming Project or which otherwise relates to the Riverboat
Gaming Project or in the event that the Companies or their affiliates file
litigation against a third party to facilitate the Riverboat Gaming Project (all
such litigation is collectively referred to as the "Litigation"), the parties
shall cooperate with each other to facilitate a prompt resolution of the
litigation that allows the Riverboat Gaming Project to be completed as soon as
possible. Subject to the agreement of the parties, such cooperation includes
sharing of information, consultation and cooperation with each other concerning
prosecution and settlement of the Litigation, and may include sharing of legal
expenses and/or use of the same law firm (approved by the Partnership and the
City) to represent the Companies and the City in the Litigation.

                        ARTICLE 2 - EARTH CITY EXPRESSWAY

         2.1 General. Earth City Expressway currently ends at Prichard Farm
Road. The parties hereto have agreed that extension of the Earth City Expressway
to Olive Boulevard will benefit the residents of the City and the residents of
St. Louis County by providing them with a highway that will give them easier
access to Interstate 70 and surrounding areas and will help alleviate traffic
congestion on other streets. The City and the Partnership have agreed to
cooperate with each other to cause the Earth City Expressway to be extended on
the terms and


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conditions set forth in this Article 2. The City has determined that operation
of the Riverboat Gaming Project will cause increased traffic on certain streets
in the City and has imposed certain impact fees to be paid by the Partnership as
set forth in this Article 2. The City agrees that the obligations of the
Partnership with respect to the Road Project as set forth in this Agreement
satisfy all requirements under Section V(C) of Ordinance No. 95-974, adopting a
PDM planned development district for the Riverboat Gaming Project (the "Zoning
Ordinance") and together with the other roadway and infrastructure improvements
required by the Zoning Ordinance, satisfy all requirements of the Companies to
construct or pay for construction of any roads and/or infrastructure for roads
in connection with the Riverboat Gaming Project.

         2.2 Road Project. The Road Project to be undertaken is the extension of
the Earth City Expressway from Prichard Farm Road to Olive Boulevard. The term
"City Road Project" means the Road Project the City has proposed building. The
"Alternate Road Project" means the Road Project that would be built by the Road
Joint Venture (defined below). The term "Road Project" means either the City
Road Project or the Alternate Road Project. As provided in Section 10.B below
the City and the Partnership will agree on an election between the City Road
Project and the Alternate Road Project, and in no event is the Partnership
obligated to provide financing for both projects. The term "Road Project Costs"
includes all costs incurred by the City in connection with planning and
constructing the Road Project, including but not limited to all planning costs,
all financing costs (including the Loan as defined below), all land acquisition
costs and all construction costs. Unless the parties otherwise agree, the Road
Project shall be of the same quality of construction as the existing Earth City
Expressway. The City agrees to proceed with due diligence to complete the Road
Project. The financial obligations of the Companies with respect to the Road
Project are set forth in this Article 2, and the Companies have no obligation to
provide any additional funds for the Road Project.

         2.3 Responsibility. The City either by itself or in conjunction with
other governmental agencies is responsible for taking all actions necessary to
plan and construct the Road Project.

         2.4 Partnership Assessment. The City has imposed or hereby imposes a
$2,225,000.00 assessment on the Partnership (the "Assessment") as the Companies'
share of the Road Project Costs. The Assessment shall be due within 10 days
after the later of the effective date of the Zoning Ordinance or the date the
U.S. Army Corps of Engineers issues all permits needed for the Riverboat Gaming
Project. Subject to Section 2.10D below, the Assessment shall be used by the
City to pay for part of the Road Project Costs. The Assessment shall be
delivered to an escrow agent selected by the Partnership and approved by the
City ("Escrow Agent") to be held in escrow in an Assessment Escrow Account. The
Assessment shall be invested in investments (the "Investments") in accordance
with the investment guidelines attached hereto as Exhibit B. Subject to Section
2.10D below, the Assessment will be disbursed by the Escrow Agent to pay Road
Project Costs upon receipt of a draw request signed by the City Treasurer or
other authorized City official summarizing the Road Project Costs to be paid for
expenses actually incurred. Fifteen (15) days in advance of each draw, copies of
each draw request shall be forwarded to the Partnership and the Partnership
shall have the right during such 15 days to


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object to any such costs which it reasonably believes do not constitute
appropriate Road Project Costs, in which event a draw shall not be paid for such
costs unless and until the objection is resolved or until the City Attorney
provides a legal opinion that such costs are appropriate Road Project Costs
under this Agreement and are permissible redevelopment project costs under the
tax increment financing statute and the district established pursuant to Section
2.8 below. The Assessment is to be disbursed in full before the Loan (defined
below) is disbursed. In the event that actual construction of the Road Project
has not commenced within five (5) years after the date of this Agreement, any
funds remaining in the Assessment Escrow Account shall be returned to the
Partnership.

         2.5 Partnership Loan. The Partnership agrees to loan Two Million Two
Hundred Twenty Five Thousand Dollars ($2,225,000.00) (the "Loan") to the City to
pay for part of the Road Project Costs within 10 days after the last to occur of
the following: (i) the effective date of the Zoning Ordinance; (ii) the U.S.
Army Corps of Engineers issues all permits needed for the Riverboat Gaming
Project, (iii) the City has passed any inducement resolution requested by the
Partnership, and (iv) the City has complied with the requirements of Section 2.8
relating to the Loan. The proceeds of the Loan shall be delivered to the Escrow
Agent to be held in escrow in a Loan Escrow Account (the "Loan Escrow Account").
The Escrow Agent shall invest the proceeds of the Loan in the Investments until
needed. Escrow Agent shall cause all such accrued interest on the proceeds of
the Loan to be paid on a quarterly basis to the Partnership. The City agrees to
repay the Loan, together with interest on any amount disbursed from the date of
disbursement at a rate equal to the average rate of interest earned on the
Investments, in full on the earlier of: (a) the date the Road Bonds (as defined
below) or TIF Notes (as defined below) are issued, or (b) the date of the fifth
anniversary of the Closing (the earlier of said dates is referred to as the
"Loan Maturity Date"). After the Assessment has been expended, and subject to
Section 2.10D below, the proceeds of the Loan may be disbursed by the Escrow
Agent to pay Road Project Costs upon receipt of a draw request signed by the
City Treasurer or other authorized City official summarizing the Road Project
Costs to be paid for expenses actually incurred. Fifteen (15) days in advance of
each draw, copies of each draw request shall be forwarded to the Partnership and
the Partnership shall have the right during such 15 days to object to any such
costs which it reasonably believes do not constitute appropriate Road Project
Costs, in which event a draw shall not be paid for such costs unless and until
the objection is resolved or until the City Attorney provides a legal opinion
that such costs are appropriate Road Project Costs under this Agreement and are
permissible redevelopment project costs under the tax increment financing
statute and the district established pursuant to Section 2.8 below. If Escrow
Agent still holds any proceeds of the Loan on the Loan Maturity Date, Escrow
Agent shall pay such proceeds of the Loan on the Loan Maturity Date to the
Partnership, to be applied toward City repayment of the Loan. The Road Bond
proceeds or TIF Note proceeds will be used to repay the Loan if the Road Bonds
or TIF Notes are issued. In the event that the Road Bonds or TIF Notes have not
been issued prior to the Loan Maturity Date, the City agrees to repay the Loan
using the monies that the City has agreed to deposit in the City Escrow Account
(defined below). At the same time the Loan is made the City shall issue to the
Partnership a TIF obligation (issued pursuant to Section 99.835 RSMo., secured
by a pledge of funds in the special allocation fund established pursuant to
Section 99.845 RSMo. and Section 2.8 of this Agreement)


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evidencing the Loan and providing for repayment (the "TIF Obligation"). The City
grants the Partnership a first lien on the Road Bond or TIF Note proceeds and on
the City Escrow Account, the Loan Escrow Account and the Assessment Escrow
Account to secure the Loan and agrees to execute all documents necessary to
perfect said liens.

         2.6 City Escrow Account. The City shall establish an escrow account
with the Escrow Agent to be called the "Maryland Heights Earth City Expressway
Road Extension Escrow Account" (the "City Escrow Account"). The City agrees to
deposit in the City Escrow Account at least thirty percent (30%) of the "City
Tax Revenue" prior to the date the Road Bonds or TIF Notes are issued (including
a prorated portion for the year in which the Road Bonds or TIF Notes are
issued). As used in this Agreement, "City Tax Revenue" shall mean the total
revenue received by the City from the Gaming Tax. The City Escrow Account will
be disbursed by the Escrow Agent to pay Road Project Costs for expenses actually
incurred and to repay the Loan upon receipt of a draw request signed by the City
Treasurer or other authorized City official summarizing the Road Project Costs
or the Loan to be paid. The City Escrow Account shall be invested in Investments
and all earnings thereon shall at the City's option be paid to the City or added
to the City Escrow Account. If for any reason, whether voluntary or involuntary,
the City deposits less than 30% of all City Tax Revenue into the City Escrow
Account, the amount of Road Bonds or TIF Notes that the Partnership has
committed to purchase under Sections 2.9 or 2.10 hereof, respectively, shall be
reduced dollar for dollar by the amount by which 30% of the City Tax Revenue
exceeds the actual amount deposited in the City Escrow Account.

         2.7 Escrow Agreements and Security Interest. The City, the Partnership
and the Escrow Agent shall each execute escrow agreement(s) (the "Escrow
Agreements") substantially in the form attached hereto as Exhibit C governing
the escrows established pursuant to Sections 2.4, 2.5 and 2.6. Among other
requirements the Escrow Agreements will require that the Escrow Agent provide
the City and the Partnership with a quarterly accounting concerning all activity
in the escrow funds, and a copy of the draw requests summarizing the Road
Project Costs that have been paid. The Escrow Agent shall deduct its fees for
administering each escrow from the applicable escrow. Notwithstanding the
foregoing, upon establishment of tax increment financing pursuant to Section 2.8
below, the parties hereto may agree to have the City Escrow Account held by the
City or by some person or entity other than the Escrow Agent, pursuant to an
agreement other than the Escrow Agreement. The City hereby grants the
Partnership a security interest in the Assessment Escrow Account, the Loan
Escrow Account, the City Escrow Account, the Road Bond Escrow (defined below)
and the TIF Note Escrow (defined below) to secure: (1) the City's monetary
obligations under this Agreement to the Partnership if this Agreement is
terminated pursuant to Section 6.1, and (2) payment of the TIF Obligation, the
Road Bonds and the TIF Notes against default thereunder or if prepayment is
required because there has been a change in law or other circumstance that would
impair the City from receiving and using at least 50% of the Admissions Tax (as
existing under state law in effect on the date of this Agreement) and 10% of all
other Gaming Tax, as imposed by state law in effect on the date of this
Agreement, paid in connection with the Riverboat Gaming Project, for payment of
said obligations, and as a result thereof the available revenue is insufficient
to pay said obligations. Notwithstanding said security interest, unless this
Agreement is terminated pursuant to Section 6.1, or unless the City defaults on
its payment obligations to the Partnership, the City may use the funds in said
escrow accounts in accordance with the terms of this Agreement to pay Road
Project Costs.

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         2.8 Tax Increment Financing. As a condition precedent to the
Partnership's obligation to purchase Road Bonds, or the TIF Obligation or TIF
Notes pursuant to other sections of this Agreement, the City must pass all
ordinances and take all steps necessary to establish tax increment financing
pursuant to section 99.800 et seq., RSMo, in order to finance the Road Project,
and to undertake the City's obligations contained in this Agreement, including
but not limited to its obligations in Sections 2.5, 2.6, 2.7, 2.9 and 2.10
hereof, so that 1) the Loan made pursuant to Section 2.5 shall be a purchase by
the Partnership of the TIF Obligation (as defined in Section 2.5) (issued
pursuant to Section 99.835, secured by a pledge of the funds in the special
allocation fund established pursuant to Section 99.845, RSMo.); 2) the 50% of
the total additional revenue deposited pursuant to Section 99.845(3), RSMo, in
the special allocation fund shall constitute the amounts deposited in the City
Escrow Account pursuant to Section 2.6; 3) the City Escrow Account shall be a
segregated account in the special allocation fund; 4) the Road Bonds or the TIF
Notes, as applicable, shall be tax increment financing bonds issued pursuant to
Section 99.835, RSMo; and 5) the Road Bonds or the TIF Notes, as applicable,
will be secured by a pledge of the City Tax Revenue deposited pursuant to
Section 2.6 in the special allocation fund established pursuant to Section
99.845, RSMo. The Partnership's obligations under Sections 2.5 (Partnership
Loan), 2.9 (Road Bonds) and 2.10 (Alternate Road Project) shall be conditioned
upon establishment of a TIF district (including designation of a redevelopment
area and adoption of a redevelopment plan and project) in a manner satisfactory
to the Partnership. The City hereby acknowledges and agrees that the City Tax
Revenue constitutes a tax imposed by the City or other taxing districts which is
generated by economic activities in the area of the Riverboat Gaming Project,
such that the City Tax Revenue will be subject to the provisions of Section
99.845.3 when tax increment financing is established for an area including the
Riverboat Gaming Project. The parties hereto state that establishment of tax
increment financing is instrumental to the development of the Riverboat Gaming
Project, and the Partnership is taking actions and making expenditures in
anticipation that tax increment financing will be adopted.

         2.9      Financing of City Road Project - Road Bonds.

                  A. Issuance of Road Bonds. Subject to Section 2.10 below, the
City agrees to issue special obligation bonds (the "Road Bonds") to pay the City
Road Project Costs, including repayment of the Partnership's Loan. Said Bonds
will be TIF bonds or another bond form approved by the Partnership. The amount
of the Road Bond issue shall not exceed the total Road Project Costs, plus any
Fire Station Costs pursuant to Section 2.9D below, reduced by any balances in
the Assessment Escrow Account and by the amount of City Tax Revenue the City has
agreed to deposit in the City Escrow Account pursuant to Section 2.6 hereof. The
Road Bonds shall be customary municipal bonds that are tax free (state and
federal), that are at market rates and carry standard terms approved by the bond
underwriter designated by the Partnership so that they are readily marketable.
The City agrees to annually appropriate and to grant to the Bond trustee or
paying agent a lien on City Tax Revenue (as defined in Section 2.6) in an amount
deemed necessary by the Bond underwriter to fully cover all principal and
interest payments when due on the Road Bonds, and to fund any sinking funds. The
City agrees not to take any actions that would adversely affect its ability to
repay any Road Bonds that may hereafter be issued. The City acknowledges that
authorizing any additional gaming casinos in the City would adversely affect the
City's ability to repay the Road Bonds by reducing the amount of City Tax
Revenue the City receives from the Riverboat Gaming Project.

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                  B. Sale of Bonds. The City agrees to use its best efforts to
engage one or more bond underwriters who will be responsible for finding a buyer
or buyers for the Road Bonds. In the event that the City after using its best
efforts is unable to find buyers for the Road Bonds, the Partnership agrees to
purchase or cause to be purchased by others the Road Bonds, on condition that:
(i) the purchase price and face amount of Road Bonds to be purchased by or on
behalf of the Partnership shall not exceed Twenty Two Million Dollars
($22,000,000.00) less the amount of City Tax Revenue the City has agreed to
deposit in the City Escrow Account pursuant to Section 2.6 hereof; (ii) if the
City issues Road Bonds whose total face amount exceeds the amount being
purchased by the Partnership, the Partnership's obligation to purchase any such
Road Bonds will be contingent on a simultaneous purchase by a third party of all
Road Bonds in excess of the amount being purchased by the Partnership, (iii) the
Road Bonds shall be of investment quality, (iv) the Partnership, in its sole
discretion, must approve the terms of the Road Bonds (including, without
limitation, maturity, interest rate, tax exempt status and security) and of all
bond documents or other documents relating to the Road Bonds; (v) no Road Bonds
shall be issued until after the second anniversary of the later of the date that
i) the Riverboat Gaming Project opens for business, and ii) the City makes a
deposit of City Tax Revenues into the City Escrow Account; (vi) the City has not
entered into any agreements with any other governmental entities which would
obligate it to share the City Tax Revenues with any other governmental entity
and has agreed not to enter into any such sharing agreement so long as the Road
Bonds are outstanding; (vii) the Road Bond proceeds are placed in escrow (the
"Road Bond Escrow") and the Partnership receives a first lien on said Road Bond
Escrow until it is disbursed to pay Road Project Costs, (viii) the applicable
documents contain provisions requiring the City to terminate construction of the
Road Project and apply funds held in the Road Bond Escrow toward prepayment of
the Road Bonds in the event there is a change in law or other circumstance
during construction of the Road Project which reduces the City's share of the
Gaming Tax below the amount of Gaming Tax it would receive under State law as in
effect on the date this Agreement is signed, and (ix) there has been no change
in law or other circumstance that would impair the City from receiving and using
at least 50% of the Admissions Tax (as existing under state law in effect on the
date of this Agreement) and 10% of all other Gaming Tax, as imposed by state law
in effect on the date of this Agreement, paid in connection with the Riverboat
Gaming Project, for payment of the Road Bonds, and as a result thereof the
available revenue is insufficient to pay the Road Bonds.

                  C. Limited Guaranty. For purposes of this Section 2.9,
"Guaranty Year" shall mean any of the five (5) consecutive periods of 365 days
each, the first such period commencing on the first day of the first month
following the date the City first issues Road Bonds and the last such period
expiring on the fifth anniversary thereof. As soon as possible after expiration
of each Guaranty Year, the City shall provide the Partnership with a statement
of all City Tax Revenue attributable to that Guaranty Year. Provided that the
City has then issued Road Bonds, if the total of the City Tax Revenue
attributable to any Guaranty Year is less than Four Million Five Hundred
Thousand Dollars ($4,500,000.00), the Partnership will pay to the trustee for
the Road Bonds for application toward payment of the Road Bonds an amount (the
"Guaranty Payment") equal to the lesser of: (a) the amount by which Four Million
Five Hundred Thousand Dollars ($4,500,000.00) exceeds the City Tax Revenue
attributable to said Guaranty Year, or (b) the amount by which scheduled
payments of debt service due on the Road Bonds


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during said Guaranty Year exceed the City Tax Revenues attributable to said
Guaranty Year. Notwithstanding any provision herein to the contrary, if the City
Tax Revenue attributable to any Guaranty Year exceeds Four Million Five Hundred
Thousand Dollars ($4,500,000), then an amount equalling the difference between
such City Tax Revenue and $4,500,000 shall be applied as a credit against any
subsequent Guaranty Payments as such payments thereafter come due. It is a
condition precedent to the Partnership being obligated under this Guaranty that
it approve the terms of the Road Bonds (including, without limitation, maturity,
interest rate, tax exempt status and security) and of all bond documents or
other documents relating to the Road Bonds.

         Notwithstanding the foregoing, in the event that the Riverboat Gaming
Project is temporarily closed during any Guaranty Year because of force majeure
conditions, the guaranty contained in this Section of Four Million Five Hundred
Thousand Dollars ($4,500,000.00) (or Road Bond payment, whichever is less) for
such Guaranty Year shall be reduced by multiplying it by a fraction in which the
numerator is the number of days the Riverboat Gaming Project was open for
business in such Guaranty Year and the denominator is the total number of days
that it would have been open for business if the force majeure had not occurred.

         The Partnership's guaranty obligations under this Section 2.9
terminate: (i) in the event that the City defaults under this Agreement and such
default is not cured after the Partnership has given notice of the default to
the City and the applicable cure period has expired, or (ii) in the event that
for any reason the City does not receive at least 50% of the Admissions Tax (as
existing under state law in effect on the date of this Agreement) and 10% of all
other Gaming Tax, as imposed by state law in effect on the date of this
Agreement, paid in connection with the Riverboat Gaming Project, and as a result
thereof the Partnership is required to make a payment on its guaranty
obligations under this Section 2.9, or (iii) in the event that Harrah's Operator
or Players' Operator ceases operating a gaming facility at the Project Site, or
(iv) in the event that changes are made to the Missouri Gaming Tax which
adversely affects the Partnership's Guaranty obligations, or (v) at the
Partnership's option if the Partnership is the sole purchaser of the Road Bonds.

         If the Partnership is called upon to make a Guaranty Payment with
respect to a Guaranty Year(s) and in any later calendar year(s) the City Tax
Revenue exceeds Four Million Five Hundred Thousand Dollars ($4,500,000), then to
the extent such excess exists and is not required to make scheduled payments on
Road Bonds due in the Guaranty Year, such excess shall be used to reimburse the
payor of any Guaranty Payments made.

                  D. Fire Station Costs. The City and the Partnership
acknowledge and agree that, in addition to the Road Project, the tax
increment financing plan adopted pursuant to Section 2.8 hereof may contain as a
redevelopment project construction of a new fire station located in the City, in
an amount that may equal approximately $1 million (the "Fire Station Costs.")
The Fire Station Costs may also be included in determining the issuance amount
of the Road Bonds and may be payable from the proceeds of the Road Bonds,
provided that such inclusion 1) shall not increase the maximum purchase price
and face amount of Road Bonds to be purchased by the Partnership ($22 million
less certain amounts) pursuant to Section 2.9B above; 2) shall not affect


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the right of the Partnership to approve the terms of the Road Bonds as provided
in Section 2.9B above, 3) the real estate taxes from all real estate in the TIF
District, as well as City Tax Revenue, shall be pledged pursuant to the TIF
statute for repayment of the series of Road Bonds issued to pay Fire Station
Costs, and 4) the Partnership's obligations with respect to such bonds are
subject to all other terms and conditions in this Agreement applicable to the
Road Bonds.

         2.10     Financing of Road Project - Alternate Road Project.

                  A. Identification of Alternate Road Project. The City has
received a proposal (the "River Road Proposal"), made by a joint venture formed
by Sverdrup Civil, Inc., Fred Weber, Inc. and Spire Company, LLC (together with
any redevelopment corporation formed by such joint venture, called the "Road
Joint Venture"), to construct the Road Project along a route differing from the
route the City would select if it issued Road Bonds and constructed the City
Road Project. In lieu of the obligations of the City and of the Partnership
contained in Section 2.9 above regarding issuance and sale of Road Bonds and
limited guaranty of certain City Tax Revenue, the parties hereto may elect for
the City to complete the Road Project by adopting the River Road Proposal, with
any necessary modifications, and for the parties to finance the River Road
Proposal as described in this Section 2.10 (the "Alternate Road Project"). Under
the Alternate Road Project, the Road Joint Venture will acquire property and
construct the Road Project and transfer the completed Road Project to the City
or other governmental entities for a fixed price cost, which cost shall be
subject to the approval of the Partnership and the City, but which cost in any
event is anticipated to be substantially less than the cost of the City Road
Project originally contemplated by the City. To pay the purchase price of the
Alternate Road Project, the City will first (1) apply the then-remaining
balances of the Assessment and the Loan and the City Escrow Accounts; and then
(2) issue one or more tax increment financing notes in the amount of the
remaining balance of the fixed price cost plus any unpaid balance of the Loan
(whether one or more, the "TIF Notes"), to be purchased by the Partnership or
its designees. The Partnership, in its sole discretion, has the right to approve
the terms of the TIF Notes (including, without limitation, maturity, interest
rate, tax exempt status and security).

                  B. Election of Alternate Road Project. The parties may elect
the Alternate Road Project as follows: on or before October 31, 1995 (and in all
events prior to any issuance of the Road Bonds), either party may give the other
party notice that it desires to pursue negotiations for the Alternate Road
Project, and the parties shall begin good faith negotiations to determine
whether the Alternate Road Project satisfies the parties' requirements and is
acceptable. The parties shall have until 5:00 p.m. January 19, 1996 to reach a
written agreement that the Alternate Road Project is elected in lieu of the
parties' obligations under Section 2.9 of this Agreement, and in no event shall
the Partnership be obligated to purchase both TIF Notes and Road Bonds. If no
such notice is given, or if the parties cannot reach such agreement on or prior
to January 19, 1996, then unless the parties agree otherwise the Alternate Road
Project shall be null and void and the City Road Project shall be completed and
financed as provided in Section 2.9 above. Notwithstanding any notice to pursue
negotiations for the Alternate Road Project, the Partnership shall have the
right at any time during those negotiations to give the City notice that the
Partnership is going to construct the improvements required by Section V(B)(3)
of the Zoning Ordinance, at the location and in the manner mutually agreed upon
in writing by the parties, and after giving such notice said improvements shall
no longer be part of the Alternate Road Project.

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<PAGE>



         The parties acknowledge and agree that at the Partnership's option, the
Partnership's agreement to election of the Alternate Road Project may be
conditioned on, without limitation, one or more of the following:

                           (1) design of the Road Project in a manner that
satisfies (or is sufficient for the City and St. Louis County to
eliminate) the requirements contained in Section V(B)(3) of the Zoning Ordinance
regarding raising and widening Prichard Farm Road and improving the intersection
of Prichard Farm Road and Creve Coeur Mill Road;

                           (2) phasing or staging of the Road Project,
including separate construction contracts for different phases, so that
the portion or portions of the Road Project near the Project Site as specified
by the Partnership can reasonably be completed prior to March 31, 1997 or prior
to such other date as the Partnership may specify, and other portions may be
completed later;

                           (3) if litigation or other problems or delays with
the Alternate Road Project at any time threaten to adversely affect the
Riverboat Gaming Project, the Partnership would have the right to terminate the
election of the Alternate Road Project, and cause the substitution of the City
proposal for the Road Project, with such reimbursement of the City's cost and
costs of the Road Joint Venture as are agreed upon by the Partnership and the
City;

                           (4) arrangements satisfactory to the Partnership and
the City providing for the escrowing of the TIF Note proceeds (the "TIF
Note Escrow"), the disbursement of funds, and a lien to the Partnership on the
TIF Note Escrow to secure the TIF Notes; and

                           (5) satisfaction of the conditions in Section 2.9B
above that are conditions to buying the Road Bonds.

                  C. Termination of Agreement. The parties acknowledge that the
TIF Notes may be issued by the City and purchased by the Partnership prior to
opening of the Riverboat Gaming Project for gaming, and that this Agreement may
be terminated by the Partnership pursuant to Section 6.1 after such issuance and
purchase. In such event, the balance of the proceeds of the TIF Notes in escrow
shall be disbursed, first to pay any amounts then due and payable for Road Costs
or required to be paid for the City to terminate any outstanding contracts with
the Road Joint Venture or other third parties in connection with the Road
Proposal and the balance shall be applied to payments of the TIF Notes, and to
the extent not thereby paid in full, the TIF Notes shall remain outstanding and
shall remain payable by the City in accordance with their terms.

                  D. Limitation On Disbursements Until Road Project Elected.
Notwithstanding any provision of this Agreement to the contrary, the
Partnership's written consent (which may be granted or withheld in the
Partnership's sole discretion) shall be required for disbursement of any portion
of the Assessment or of the Loan (or of any funds in the City Escrow Account)
until the earlier of (i) the date that the Partnership and the City have reached
a written agreement pursuant to Section 2.10B to elect the Alternate Road
Project, or (ii) January



                                       11

<PAGE>



19, 1996, or any earlier date on which the Partnership and the City agree in
writing that the Alternate Road Project will not be elected and the City Road
Project shall be completed and financed as provided in Section 2.9 above.

         2.11 Lien on Road Project Improvements. To the extent permitted by law,
the City agrees to grant the Partnership a first lien on the Road Project
improvements (the "Road") or, at the Partnership's option, grant the Partnership
an option to lease and/or purchase the Road for $1 if the City defaults on the
Road Bonds or TIF Notes (such lien or lease/purchase option is referred to as
the "Road Lien"). The Road Lien shall secure the City's obligation to repay the
Road Bonds or TIF Notes, and may be enforced by the Partnership if the City
fails to pay the Road Bonds or TIF Notes in accordance with their terms due to a
change in the amount of City Tax Revenues the City is receiving or due to any
other reason. The documents evidencing the Road Lien shall be in a form mutually
satisfactory to the City and the Partnership.

         2.12 Audit and Financial Information. The City agrees to provide the
Partnership with copies of any audit reports the City may receive with respect
to the Assessment Escrow Account, the Loan Escrow Account and the City Escrow
Account. The City also agrees to provide the Partnership with a copy of the
City's annual financial report, including, if any, any financial report that the
City files with the State of Missouri at the same time it is filed with the
state (currently referenced in 15 CSR 40-3.030). The Partnership shall also have
the right at its cost to audit any of said escrow accounts at any time.

         2.13 No Sharing Of City Tax Revenues. The City agrees that so long as
the Road Bonds are outstanding it will not enter into any agreement with any
other governmental entity which would obligate it to share the City Tax Revenues
with any other governmental entity if as a result thereof the City Tax Revenues
would be insufficient to pay the Road Bonds, the TIF Obligation and the TIF
Notes.

                           ARTICLE 3 - REPRESENTATIONS

         3.1 City Representations. The City represents, warrants and covenants
to the Partnership and its permitted assigns that this Agreement is valid,
binding upon and enforceable against the City in accordance with its terms.

         3.2 Partnership's Representations. The Partnership represents, warrants
and covenants to the City that after the respective boards of directors
of Harrah's Entertainment, Inc. and Players International, Inc. authorize their
respective affiliates to enter into this Agreement, this Agreement will be
valid, binding upon and enforceable against the Partnership in accordance with
its terms.

                        ARTICLE 4 - CONDITIONS PRECEDENT

         4.1 Conditions to Partnership's Obligations. The Partnership's
obligations under this Agreement are subject to the satisfaction or removal by
the end of the Due Diligence Period (as defined below) of each of the following
conditions, any or all of which may be removed only in writing by the
Partnership, except the Partnership has agreed to make certain payments before

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<PAGE>



the conditions are satisfied as set forth herein. With respect to the following
conditions under Section 4.1, the Due Diligence Period is eighteen (18) months
after the day on which the last party signs this Agreement. The conditions to
the Partnership's obligations are:

         a. Authorization for execution of this Agreement in accordance with
Section 3.2.

         b. The Riverboat Gaming Project, including both the Harrah's Operator's
casino(s) and the Players Operator's casino(s), has opened for gaming business
without restrictions on its operations (other than general restrictions
applicable to all casinos in Missouri).

         c. The City has established tax increment financing pursuant to
Section 2.8

         If the conditions in Section 4.1(b) are not satisfied during the Due
Diligence Period because of pending litigation, administrative proceeding, or
unexpired appeal period, the Partnership may at its option extend the Closing
Date until the period for appeal has expired or the litigation or administrative
proceeding is resolved in a manner reasonably satisfactory to the Partnership.
In the event all of the conditions set forth in this Section 4.1 are not
satisfied or waived by the Partnership by written notice to City within the Due
Diligence Period, the Partnership may by written notice to the City terminate
this Agreement at any time during the Due Diligence Period or at any time
thereafter prior to Closing. Subject to the first sentence of this paragraph, in
the event all of the conditions set forth in this Section 4.1 are not satisfied
or waived by the Partnership by written notice to City within the Due Diligence
Period, the City may by written notice to the Partnership terminate this
Agreement upon the expiration of the Due Diligence Period. Upon termination of
this Agreement, both City and the Partnership shall be released and discharged
from all further obligations under this Agreement, and neither City nor the
Partnership shall be subject to any claim by the other for damages of any kind,
except as provided in the next sentence. If the Partnership has paid to the City
the Assessment prior to such termination, any balance then remaining in the
Assessment Escrow Account shall be paid to the City; if the Partnership has paid
the Loan, any funds in the Loan Escrow Account shall be paid to the Partnership,
and the City shall repay the Loan to the Partnership in accordance with the
terms of the TIF Obligation or, if the TIF Notes have been issued, shall repay
the TIF Notes as provided in Section 2.10C above.

                               ARTICLE 5 - CLOSING

         5.1 Closing Date. Subject to the terms and conditions of this Agreement
and the removal or satisfaction of the contingencies described in Section 4.1
hereof, the documents and actions to implement the consummation of the
transactions contemplated by this Agreement (the "Closing") shall occur on a
date selected by Partnership, which date shall be no later than 30 calendar days
after the Partnership has acknowledged in writing that all conditions in Section
4.1 have been waived or satisfied (the "Closing Date"), or at such other date
and time as may be mutually established by the parties. The parties hereto do
not contemplate that there will be a formal closing.




                                       13

<PAGE>



         5.2  Actions to be Taken at the Closing.  On or before the Closing:

         a. The City shall deliver to the Partnership a copy of all City
ordinances which relate to the Riverboat Gaming Project and the TIF District
accompanied by the certificate of the City Clerk certifying that all such City
ordinances have been duly adopted by the City Council, are in full force and
effect and have not been modified or repealed, except as set forth in the
Certificate.

         b. The City shall deliver to the Companies (if not previously
delivered) all occupancy permits and business and operating licenses needed to
occupy and operate the Riverboat Gaming Project.

         c.  The City, the Partnership and the Escrow Agent shall execute the
Escrow Agreements (if not previously executed).

         d. The Partnership shall deliver to the City a certified copy of the
Partnership's resolutions authorizing execution of this Agreement accompanied by
the certificate of the Partnership certifying that all such resolutions have
been duly adopted by the Partnership, are in full force and effect and have not
been modified or repealed, except as set forth in the Certificate.

         e. The parties will take such other actions and will execute and
deliver such other instruments, documents, agreements and certificates as are
required by the terms of this Agreement or as may be reasonably requested by the
Partnership, the Partnership's lender, if any, the Escrow Agent or the City, as
the case may be, in connection with the consummation of the transactions
contemplated herein.

                             ARTICLE 6 - TERMINATION

         6.1 Termination. This Agreement may be terminated by the Partnership at
any time before the Closing by giving written notice (the "Termination Notice")
to City, for the failure of any of the conditions precedent to Closing set forth
in Section 4.1 hereof or if the Partnership determines at any time that it
desires to abandon the Riverboat Gaming Project. Upon issuance of the
Termination Notice the Partnership shall have no obligation to complete the
Riverboat Gaming Project and shall have no obligation to make any payments
required by this Agreement, and shall have no other obligations or liability of
any kind under this Agreement. If this Agreement is terminated in accordance
with this Article 6, it will have no further force or effect and the parties
shall have no further rights or obligations to each other under this Agreement,
except that any balance remaining in the Loan Escrow Account shall be paid to
the Partnership and the City shall repay the Loan to the Partnership, in
accordance with the terms of the TIF Obligation or, if the TIF Notes have been
issued, shall repay the TIF Notes as provided in Section 2.10C above.

                         ARTICLE 7 - GENERAL PROVISIONS

         7.1 Notices. Any notice or other communication required, permitted, or
contemplated by this Agreement (a "Notice") must be in writing and may be given
by personal delivery, overnight courier service (e.g. Federal Express, Airborne,
etc.), or United States Mail, registered


                                       14

<PAGE>




or certified mail, return receipt requested. Such notice shall be deemed to have
been duly given, delivered or served; (a) if and when personally delivered on
the date so delivered, or (b) three (3) days after being mailed by registered or
certified mail, postage prepaid, or (c) one (1) business day after being sent if
sent by a recognized overnight courier delivery service for next day delivery,
costs prepaid, addressed to:

         The City:                  City of Maryland Heights
                                    Attn:  City Clerk
                                    212 Millwell Drive
                                    Maryland Heights, Missouri  63043
                                    Fax:  (314) 291-3292

         The Partnership:           Harrah's Maryland Heights Corporation
                                    c/o Harrah's Entertainment, Inc.
                                    1023 Cherry Road
                                    Memphis, TN 38117
                                    Attention: General Counsel
                                    Fax:  (901) 762-8776

                                    Players MH, L.P.
                                    c/o Players International, Inc.
                                    3900 Paradise Road
                                    Suite 135
                                    Las Vegas, NV 89109
                                    Attention: Patrick Madamba, Esq.
                                    Fax:  (702) 792-9843

Notice given in any other manner will be deemed delivered when actually received
by the party to whom the notice is addressed. Any party may change its address
by giving the other parties ten days advance written notice of such change.

         7.2 Successors and Assigns. The obligations of the Partnership may be
performed by one or more entities established by the Partnership for the
specific purpose of performing various aspects of the Riverboat Gaming Project;
provided, however, the Partnership will remain obligated under this Agreement.
The rights and obligations of the Partnership under this Agreement may be
assigned in connection with any sale of the Riverboat Gaming Project, or any
sale of the stock or assets of any of the Companies, or to any of HMHC, Players
MH or the Partnership and/or their affiliates. If the Riverboat Gaming Project
is transferred to a licensed gaming operator that assumes the Partnership's
obligations under this Agreement, the Partnership shall be deemed released from
all obligations under this Agreement that arise after the date this Agreement is
assigned to the new owner of the Riverboat Gaming Project. If either partner in
the Partnership assigns its interest in the Riverboat Gaming Project to the
other or an affiliate of the other, then upon the effective date of the
assignment, the assigning entity is released from all


                                       15

<PAGE>



obligations under this Agreement and the assignee entity shall be deemed to have
assumed all of the assigning entity's obligations under this Agreement. This
Agreement is binding upon the parties and their respective successors and
assigns.

         7.3 Attorneys Fees. If any party institutes litigation to enforce its
rights under or relating to a breach of this Agreement, the prevailing party
will be entitled to recover from the other party(ies) reasonable attorneys' fees
and court costs.

         7.4 Governing Law. This Agreement will be construed and interpreted in
accordance with the internal laws of the State of Missouri without regard to
conflicts of law provisions.

         7.5 Merger. This Agreement constitutes the complete and exclusive
statement of the agreement between the parties with respect to the development
of the Riverboat Gaming Project and the Road Project, except that the City also
remains bound by all ordinances it has passed and permits it has issued with
respect to the Riverboat Gaming Project. This Agreement sets forth in full all
of the Companies' obligations to the City, and the Companies have no obligations
that are not set forth in this Agreement. This Agreement supersedes all prior
written and oral statements, representations, communications of any type,
covenants, conditions, warranties and/or presentations by any of the Companies
with respect to the development of the Riverboat Gaming Project and any other
gaming projects in Maryland Heights, and by any of the Companies with respect to
the Road Project, and no representation, statement, communication of any type,
covenant, condition, warranty or presentation by the Companies not contained in
this Agreement shall be binding on the Companies or have any force or effect
whatsoever.

         7.6 Amendments. This Agreement cannot be amended or modified except by
a written instrument signed by the City and the Partnership.

         7.7 Multiple Originals. This Agreement may be executed in multiple
original counterparts. Each counterpart will be deemed an original, and when the
counterparts are taken together, they will be deemed to be one and the same
instrument.

         7.8 Severability. If any provision of this Agreement is held to be
invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability will not affect any other provision of this Agreement.

         7.9 Interpretation. Where required for proper interpretation, words in
the singular will include the plural, and words of any gender will include all
genders. The descriptive headings of the Articles and Sections of this Agreement
are for convenience only and will not control or affect the meaning or
construction of any of the provisions hereof.

         7.10 Default and Cure Rights. Default shall occur under this Agreement
if any party fails to perform any obligation, covenant or agreement of this
Agreement and fails to timely cure within the applicable cure period set forth
below after receiving notice specifying the obligation, covenant or agreement
which such party is believed to have failed to perform. A party will not be in
default under this Agreement unless an event that would be a default under this
Agreement is

                                       16

<PAGE>



not cured within 90 days after the defaulting party has received written notice
from the nondefaulting party of such an event. However, such cure period will be
extended, without further action by the parties, if the nature of the event
requires additional time for the cure to be made, provided that the defaulting
party initiates cure efforts within said 90-day period and diligently pursues
such cure to completion.

         The Partnership may assign, mortgage or otherwise encumber the
Riverboat Gaming Project or any interest therein, or its interests under this
Agreement, the Road Bonds, the TIF Notes, or any other instrument entered in
connection herewith. In the event of such encumbrance, at the request of any
holder of any such encumbrance ("Partnership's Lender") the City shall give the
Partnership's Lender a copy of any notice or claim of default served upon the
Partnership by the City. The City further agrees that if the Partnership shall
have failed to have cured such default within the period provided under this
Agreement, then the Partnership's Lender shall have an additional thirty (30)
days within which to cure or correct such default (or if such default cannot be
cured or corrected within that time, then such additional time as may be
necessary if the Partnership's Lender has commenced within such thirty (30) days
and is diligently pursuing the remedies or steps necessary to cure or correct
such default) before City may exercise any right or remedy which it may have on
account of any such default by the Partnership. The parties hereto agree that
upon any default hereunder by the Partnership not cured within the periods
provided herein, the City may enforce this Agreement through an action for
specific performance of the Partnership's obligations hereunder, provided that
the parties acknowledge that the Partnership's right and authority to own,
construct, lease and operate the Riverboat Gaming Project is independent of this
Agreement and that no default, City action or judgment therein shall affect the
right to own, construct, lease or operate the Riverboat Gaming Project.

         7.11 Waiver. No waiver by any party of any of its rights or remedies
under this Agreement will be considered a waiver of any other or subsequent
right or remedy. No waiver by any party of any of its rights or remedies under
this Agreement will be effective unless evidenced by a written instrument
executed by the waiving party.

         7.12 Force Majeure. If either the Partnership or the City is delayed,
hindered in or prevented from the performance of any act required hereunder by
reason of litigation, weather, fire, acts of God, strikes, lock-outs, inability
to procure materials, failure of power, riots, insurrection, war or the failure
of another party to this Agreement to perform an act required of it which is
required in order for the party who was prevented from acting to act and/or
other matters beyond the reasonable control of the party who is to act, then
performance of such act shall be excused for the period of the delay and the
period for the performance of any such act shall be extended for a period
equivalent to the period of such delay, provided the January 19, 1996 deadline
in Section 2.10B may not be extended pursuant to this Section without the
written consent of the Partnership.

         7.13 Third Party Beneficiaries. Harrah's Operator and the Players'
Operator, as well as any successor operator(s) of the casinos, are third party
beneficiaries of this Agreement and each may enforce the obligations of the City
hereunder.




                                       17

<PAGE>



         EXECUTED as of the date first above written.


                                          "The City"

                                          CITY OF MARYLAND HEIGHTS, MISSOURI

                                          By:  ________________________________
                                                            Mayor

ATTEST:

------------------------------
City Clerk

APPROVED AS TO FORM

------------------------------
City Attorney


                                        "Partnership"

                                        RIVERSIDE JOINT VENTURE
                                        By Harrah's Maryland Heights
                                        Corporation, Partnership
                                        Partner

                                           By:________________________
                                           Name:______________________
                                           Title:_____________________


                                           By Players MH, L.P.,
                                           Partnership Partner
                                           By Players Maryland Heights, Inc.,
                                           General Partner of Players MH, L.P.

                                           By:________________________
                                           Name:______________________
                                           Title:_____________________




                                       18


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