ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)

     THIS  ASSIGNMENT  AND  ASSUMPTION  AGREEMENT  is made and entered into this
________  day  of  June,  2000,  by  and  among (i) HILTON HOTELS CORPORATION, a
Delaware  corporation,  and  FLAMINGO  HILTON RIVERBOAT CASINO, L.P., a Missouri
limited  partnership  and  assignee by assignment from Hilton Hotels Corporation
(collectively,  "Assignor"),  (ii)  ISLE  OF  CAPRI  CASINOS,  INC.,  a Delaware
                 --------
corporation  ("Assignee"),  and  (iii)  IOC-KANSAS  CITY,  INC.,  a  Missouri
               --------
corporation  and  affiliate  of  Assignee  ("Operating  Assignee").
                                             --------------------

Recitals

     A.     The  Port  Authority of Kansas City, Missouri (the "Port Authority")
                                                                --------------
and  Hilton  Hotels  Corporation  ("HHC") are parties to an Amended and Restated
                                    ---
Lease  Agreement  dated  as  of  August  21,  1995,  as  thereafter amended (the
"Lease"),  a  true, correct and complete copy of which is attached as SCHEDULE A
hereto.

     B.     The  interest  of  HHC  under  the  Lease Agreement was assigned (i)
pursuant  to  that  certain  Lessee's  Assignment and Assumption Agreement dated
August 9, 1996 by and between HHC and Hilton Kansas City Corporation, a Missouri
corporation ("HKCC"), whereby HHC transferred all its right, title, and interest
              ----
in  and  to  the  Lease  to  HKCC;  and  (ii)  pursuant  to that certain Blanket
Conveyance,  Bill  of Sale, and Assignment and Assumption Agreement dated August
9,  1996  by  and  between  HKCC  and  Flamingo  Hilton  Riverboat  Casino, L.P.
("Flamingo Hilton"), whereby HKCC transferred all its right, title, and interest
         --------
in  and  to  the  Lease  to  Flamingo  Hilton.

     C.     Assignor  now  desires  to  assign and transfer all right, title and
interest  in  the  Lease  to  Assignee,  while  remaining liable for any and all
liabilities and obligations previously accrued or hereafter accruing pursuant to
the  Lease.

     D.     Assignee desires to accept such assignment, and thereafter to assign
and transfer to Operating Assignee all right, title and interest in the Lease
held by Assignee.

                                 Agreement

     NOW,  THEREFORE,  in  consideration  of  the  above  premises,  the  mutual
covenants  and  agreements  stated herein and stated in the Asset Sale Agreement
dated  as  of  February 8, 2000, by and among Assignor, as sellers, and Assignee
and  Operating  Assignee, as purchasers (the "Asset Sale Agreement"), as well as
                                              --------------------
other  good  and  valuable  consideration,  the  receipt  of  which  is  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

1.     ASSIGNMENT.  Effective  upon  (a)  the  consummation  of the transactions
       ----------
contemplated  by  the Asset Sale Agreement, (b) the execution of the Consent (as
defined  below),  and  (c)  the  issuance  of  a  license by the Missouri Gaming
Commission  to  Operating  Assignee to conduct gaming operations on the property
which  is  subject  to  the  Lease  (collectively, the "Closing"), Assignor does
hereby irrevocably assign, transfer, sell, deliver and convey unto Assignee, its
successors  and assigns, all of Assignor's right, title and interest in and
to  the  Lease,  as  of  the  close  of business on the day on which the Closing
occurs,  free and clear of any lien, charge, claim or encumbrance, except as set
forth  on  Schedule B attached hereto and incorporated herein by this reference.
Subject  to  and upon the occurrence of the Closing, Assignee hereby accepts the
assignment  of the Lease pursuant to the terms of this Assignment and Assumption
Agreement.  The  parties hereto acknowledge and agree that this Assignment ( and
Assumption  Agreement  shall not become effective and shall be of no legal force
or  effect  unless  and  until  the  Closing  occurs.

2.     ASSUMPTION OF LIABILITIES.
       -------------------------
(a)     Assignee  hereby  assumes  responsibility  to  faithfully and punctually
perform,  satisfy  and  discharge  all  of  the  duties,  obligations,  terms,
conditions,  covenants and liabilities arising or accruing after the date of the
Closing  that  Assignor  is  otherwise  bound to perform, discharge or otherwise
satisfy under the Lease, including without limitation, pursuant to Section 18.04
     (B)  (viii)  (b) and (c) of the Lease regarding (i) the use of the "Demised
Premises"  (as  that  term  is  defined  in  the  Lease)  in accordance with the
restrictions set forth in the Lease and (ii) the payment of "Rent" (as that term
is  defined  in  the Lease). Assignor does hereby agree to indemnify, defend and
hold  Assignee  harmless  from any loss (including without limitation attorneys'
fees  and  costs),  claim  or  cause  of  action arising or accruing under or in
connection  with  any of the following: (i) the Lease based upon events, acts or
omissions  that  occurred  on or before the date of the Closing; (ii) any future
written  assignments executed and delivered by and between Assignor and Assignee
based  upon events, acts or omissions that occurred on or before the date of the
Closing;  or (iii) the failure of Assignor to perform its obligations under this
Assignment  and  Assumption  Agreement. Assignee does hereby agree to indemnify,
defend  and  hold  Assignor harmless from any loss (including without limitation
attorneys'  fees  and costs), claim or cause of action arising or accruing under
or  in  connection  with  any of the following: (i) the Lease based upon events,
acts  or  omissions that occurred after the date of the Closing; (ii) any future
written  assignments executed and delivered by and between Assignee and Assignor
based  upon  events,  acts  or  omissions  that  occurred  after the date of the
Closing; or (iii) the failure of Assignee or Operating Assignee to perform their
respective  obligations  under  this  Assignment  and  Assumption  Agreement.

(b)     Notwithstanding any other provision of this Assignment and Assumption
Agreement to the contrary, Assignor shall remain liable to the Port Authority in
connection with the performance of all liabilities and obligations under the
Lease to the same extent as if this Assignment and Assumption Agreement had not
been executed. The foregoing sentence does not, however, in any way relieve (i)
Assignee or Operating Assignee from the liabilities and obligations that each
owes to Assignor which are set forth in this Assignment and Assumption Agreement
or (ii) Assignor from the liabilities and obligations that it owes to Assignee
and Operating Assignee which are set forth in this Assignment and Assumption
Agreement.

3.     FURTHER  ASSIGNMENT  TO  OPERATING  SUBSIDIARY  OF  ASSIGNEE.
       ------------------------------------------------------------

(a)     Subject  to  the  occurrence  of  the  Closing,  Assignee  does  hereby
irrevocably  assign, transfer, sell, deliver and convey unto Operating Assignee,
its  successors  and  assigns,  all  its right, title and interest in and to the
Lease, as of the close of business on the day the Closing occurs, free and clear
     of any lien, charge, claim or encumbrance, except asset forth on SCHEDULE B
attached  hereto  and incorporated herein by this reference. Subject to and upon
the  occurrence of the Closing, Operating Assignee hereby accepts the assignment
of  the Lease pursuant to the terms of this Assignment and Assumption Agreement.
<PAGE>

(b)     Assignor hereby acknowledges and consents to the assignment, transfer,
sale, delivery and conveyance by Assignee to Operating Assignee of all right,
title and interest in the Lease that has been assigned to Assignee pursuant to
Section 1 of this Assignment and Assumption Agreement.

(c)     Operating Assignee hereby assumes responsibility to faithfully and
punctually perform, satisfy and discharge all of the duties, obligations, terms,
conditions, covenants and liabilities arising or accruing after the date of the
Closing that Assignee is otherwise bound to perform, discharge or otherwise
satisfy under the Lease (as a result of the terms and conditions of this
Assignment and Assumption Agreement), including without limitation, pursuant to
Section 18.04 (B) (viii) (b) and (c) of the Lease regarding (i) the use of the
"Demised Premises" (as that term is defined in the Lease) in accordance with the
restrictions set forth in the Lease and (ii) the payment of the "Rent" (as that
term is defined in the Lease). Assignor does hereby agree to indemnify, defend
and hold Operating Assignee harmless from any loss (including without limitation
attorneys' fees and costs), claim or cause of action arising or accruing under
or in connection with any of the following: (i) the Lease based upon events,
acts or omissions that occurred on and before the date of the Closing; (ii) any
future written assignments executed and delivered by and between Assignor and
Assignee based upon events, acts or omissions that occurred on or before the
date of the Closing; or (iii) the failure of Assignor to perform its obligations
under this Assignment and Assumption Agreement. Operating Assignee does hereby
agree to indemnify, defend and hold Assignor harmless from any loss (including
without limitation attorneys' fees and costs), claim or cause of action arising
or accruing under or in connection with any of the following: (i) the Lease
based upon events, acts or omissions that occurred after the date of the
Closing; (ii) any future written assignments by and between Operating Assignee
and Assignor based upon events, acts or omissions that occurred after the date
of the Closing; or (iii) the failure of Operating Assignee or Assignee to
perform their respective obligations under this Assignment and Assumption
Agreement.

(d)     Notwithstanding any other provision of this Assignment and Assumption
Agreement to the contrary, Assignee shall remain liable to the Port Authority
and Assignor in connection with the performance of all liabilities and
obligations under the Lease to the same extent as if the further assignment
pursuant to this Section 3 had not been made. The foregoing sentence does not,
however, in any way relieve (i) Assignor from the liabilities and obligations
that it owes to Assignee and Operating Assignee which are set forth in this
Assignment and Assumption Agreement or (ii) Assignee or Operating Assignee from
the liabilities and obligations that each owe to Assignor which are set forth in
this Assignment and Assumption Agreement.

<PAGE>

4.     REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF  ASSIGNOR.
       ----------------------------------------------------------
(a)     Assignor,  as  of  the  date  of  the Closing, does hereby represent and
warrant  to  Assignee  and  Operating  Assignee  as  follows:

(i)     Assignor  has  complete  and  unrestricted  power and authority to sell,
assign,  and  transfer  all  its  right,  title  and  interest  in  the Lease as
contemplated  by  this  Assignment  and  Assumption  Agreement,  and  such sale,
assignment and transfer does not and will not require the consent or approval of
any  third party or government entity, except for the prior written consent
of the Port Authority, which written consent is set forth in the Acknowledgment,
Consent  and  Estoppel  Certificate (the "Consent") attached hereto as Exhibit 1
and  incorporated  herein  by  reference.

(ii)     Neither the execution and delivery of this Assignment and Assumption
Agreement nor compliance with the terms hereof on the part of Assignor will
violate the Articles of Incorporation or Bylaws, or the Certificate of Limited
Partnership or Partnership Agreement, as the case may be, of Assignor, breach
any governmental law, statute or regulation, or conflict with or result in the
breach of any of the terms, conditions or provisions of any agreement or
instrument to which Assignor is a party or by which it is or may be bound, or
constitute a default thereunder, or result in the creation or imposition of any
lien, claim, charge, or encumbrance. Except as set forth in SCHEDULE C attached
hereto and incorporated herein by this reference, Assignor has no knowledge of
any fact or condition regarding or involving the Demised Premises (as defined in
the Lease) or any of Assignor's duties and obligations under the Lease that
constitute a violation or breach of any law, statute, ordinance, regulation,
order, contract or other agreement including, without limitation, environmental
laws and regulations.

(iii)     Assignor has all necessary corporate power and authority to enter into
this Assignment and Assumption Agreement, and has taken all corporate action
necessary to make this Assignment and Assumption Agreement enforceable upon
Assignor in accordance with its terms.

(iv)     A true, correct and complete copy of the Lease, and all amendments
thereto, are attached hereto as SCHEDULE A. The Lease has not been amended or
modified, except as set forth on SCHEDULE A attached hereto and incorporated
herein by this reference. The Lease, as amended or modified, is in full force
and effect and constitutes the legal, valid and binding obligation of all of the
parties thereto and is enforceable in accordance with its terms.

<PAGE>
(v)     Except as set forth in SCHEDULE D attached hereto and incorporated
herein by this reference, no event has occurred and no condition exists that,
with the giving of notice or the lapse of time or both, could constitute a
default by Assignor under the Lease or, to Assignor's best knowledge after due
and diligent inquiry, by the Port Authority. Assignor has no present intention
to bring an action or otherwise attempt to enforce any alleged nonperformance or
breach of any provision of the Lease. Except as set forth in SCHEDULE E attached
hereto and incorporated herein by this reference, Assignor has no existing
defenses or offsets against the enforcement of the Lease by the Port Authority,
and knows of no other parties who are not signatories to the Lease who possess
or may assert rights under or in connection with the Lease.

(vi)     Except as set forth in SCHEDULE F attached hereto and incorporated
herein by this reference, the Lease and the Development Agreement dated as of
March 12, 1993 by and between the Port Authority and HHC (the "Development
                                                              ------------
Agreement"),as thereafter amended, are the only agreements, written or oral,
     -------
entered into between the Port Authority and Assignor.

(b)     Assignor  covenants  and  agrees  as  follows:

(i)     Assignor has not and will not assign the whole or any part of its right,
     title  and  interest  hereby  assigned  to  any person other than Assignee.

(ii)     Assignor shall forthwith notify Assignee and Operating Assignee in
writing of any default (or any event or occurrence that, but for the giving of
notice or the passage of time, or both, would constitute a default) under the
Lease of which it has knowledge or any assertion made to Assignor by any other
party to the Lease that circumstances have arisen that may pen-nit or result in
a breach or the cancellation of the Lease.

5.     REPRESENTATIONS  AND  WARRANTIES  OF  ASSIGNEE.
       ----------------------------------------------

(a)     Assignee,  as  of  the  date  of  the Closing, does hereby represent and
warrant  to  Assignor  as  follows:

(i)     Assignee  has  complete  and  unrestricted  power and authority to sell,
assign,  and transfer its right, title and interest in the Lease as contemplated
by  this  Assignment  and  Assumption  Agreement.

(ii)     Neither the execution and delivery of this Assignment and Assumption
Agreement nor compliance with the terms hereof on the part of Assignee will
violate the Articles of Incorporation or Bylaws of Assignee, breach any
governmental law, statute or regulation, or conflict with or result in the
breach of any of the terms, conditions or provisions of any agreement or
instrument to which Assignee is a party or by which it is or may be bound, or
constitute a default thereunder, or result in the creation or imposition of any
lien, claim, charge or encumbrance.

(iii)     Assignee has all necessary corporate power and authority to enter into
this Assignment and Assumption Agreement and has taken all corporate action
necessary to make this Assignment and Assumption Agreement enforceable upon
Assignee in accordance with its terms.
<PAGE>

(b)     Assignee covenants and agrees that Assignee will not assign the whole or
     any  part of its right, title and interest hereby assigned to any person or
entity  other  than Operating Assignee, without the prior written consent of the
Port  Authority  and Assignor, which consent shall not be unreasonably withheld.
Assignor  acknowledges  and  agrees that, for purposes of this subsection (b) of
this  Section 5, consent shall be deemed "unreasonably withheld" if the proposed
assignee,  in  the  Assignor's  reasonable  opinion,  is  financially capable of
performing and satisfying in full each of its respective obligations pursuant to
the  Lease  and  Assignor  withholds  its  consent.

6.     REPRESENTATIONS  AND WARRANTIES OF OPERATING ASSIGNEE.Operating Assignee,
       ------------------------------------------------------
as of the date of the Closing, does hereby represent and warrant to the Assignor
as  follows:

(a)     Neither  the  execution  and  delivery of this Assignment and Assumption
Agreement nor compliance with the terms hereof on the part of Operating Assignee
will  violate  the  Articles  of  Organization  or  Operating  Agreement of
Operating  Assignee,  breach  any  governmental  law,  statute or regulation, or
conflict  with  or  result  in  the  breach  of  any of the terms, conditions or
provisions of any agreement or instrument to which Operating Assignee is a party
or by which it is or may be bound, or constitute a default thereunder, or result
in  the  creation  or  imposition  of  any  lien,  claim, charge or encumbrance.

(b)     Operating Assignee has all necessary corporate power and authority to
enter into this Assignment and Assumption Agreement, and has taken all corporate
action necessary to make this Assignment and Assumption Agreement enforceable
upon Operating Assignee in accordance with its terms.

7.     FURTHER  ACTION.
       ---------------

(a)     Assignor,  Assignee and Operating Assignee agree that each shall execute
and  deliver,  or  cause  to  be  executed and delivered from time to time, such
instruments,  documents, agreements, consents and assurances and take such other
action  as  the  other parties reasonably may require to more effectively assign
and  transfer  to  and  vest  in  such  parties  the  rights and assets assigned
hereunder. Assignor, Assignee and Operating Assignee agree to promptly remit and
send  to such parties any and all payments, funds, assets, notices, reports
and  other  documents  and  information  received  by  each party, its agents or
representatives as a direct or indirect result of its rights in, or with respect
to,  the  Lease.

(b)     If any right or asset hereby assigned or transferred shall for any
reason be nonassignable or not enforceable by Assignee or Operating Assignee,
Assignor shall take such action to enforce the same or to obtain the benefits
thereof for Assignee and/or Operating Assignee as Assignee or Operating Assignee
may reasonably direct, but at the sole expense and risk of Assignee and
Operating Assignee, and Assignor will deliver to Operating Assignee any amounts
received by it on account of any such claim, right or chose in action after
deducting any reasonable expenses incurred by Assignor in taking such action
that have not been paid or reimbursed by Assignee or Operating Assignee

8.     GENERAL.
       -------

(a)     This  Assignment  and  Assumption  Agreement  cancels and supersedes all
previous  agreements  (other  than  the  Asset  Sale  Agreement) relating to the
subject  matter  of  this  Assignment and Assumption Agreement, written or oral,
between  the  parties  hereto  and, together with the relevant provisions of the
Asset  Sale  Agreement,  contains the entire understanding of the parties hereto
and  shall  not  be  amended,  modified or supplemented in any manner whatsoever
except  as otherwise provided herein or in writing signed by each of the parties
hereto.
<PAGE>

(b)     Neither this Assignment and Assumption Agreement, nor any of the rights,
duties or obligations of Assignor hereunder, may be assigned either voluntarily
or by operation of law or otherwise delegated by Assignor without the prior
written consent of the Assignee and Operating Assignee, and any attempted
assignment that is not in conformity herewith shall be null and void. This
Assignment and Assumption Agreement shall be binding upon, and inure to the
benefit of, and be enforceable by, the parties hereto and their respective
successors and permitted assigns.

(c)     This Assignment and Assumption Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which shall constitute one agreement which is binding upon all the parties
hereto, notwithstanding that all parties are not signatories to the same
counterpart.

(d)     Any notice, request, consent or communication under this Assignment and
Assumption Agreement shall be effective only if it is in writing and personally
delivered or sent by (i) certified mail, postage prepaid, (ii) nationally
recognized express delivery service with delivery confirmed or (iii) telexed or
telecopies with receipt confirmed, addressed as follows:
If to Assignor:

          Name:                               With Copy To:
          ----                                ------------

Flamingo Hilton Riverboat Casino, L.P.        Park Place Entertainment Corp.
c/o Hilton Hotels Corporation                 3930 Howard Hughes Pkwy.
9336 Civic Center Drive                       Las Vegas, NV 89109
Beverly Hills, CA 902 10                      ATTN: Clive S. Cummis
ATTN: Thomas E. Gallagher                     Executive Vice President and
Executive Vice President,                     General Counsel
General Counsel and Secretary                 FAX: 702-699-5107
FAX: 310-205-7677                             and to
                                              Scott LaPorta
                                              Executive Vice President and
                                              Chief Financial Officer
                                              FAX: 702-699-5190

<PAGE>

If to Assignee:

     Name:
     ----

Isle of Capri Casinos, Inc.
2200 Corporate Blvd., N.W., Suite 310
Boca Raton, FL 33431
ATTN:               Allan Solomon
               Executive Vice President and General Counsel
               FAX:  561-995-6665

If to Operating Assignee:

     Name:
     -----

IOC-KANSAS CITY, INC.
C/o Isle of Capri Casinos, Inc.
2200 Corporate Blvd., N.W., Suite 310
Boca Raton, FL 33431
ATTN:               Allan Solomon
               Executive Vice President and General Counsel
               FAX:  561-995-6665


or  such  other persons and/or addresses as shall be furnished in writing by any
such  party, and shall be deemed to have been given as of the date so personally
delivered  or  received.

(e)     This  Assignment and Assumption Agreement and all rights and obligations
of  the parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Missouri applicable to agreements made
and  to  be  performed entirely within such State, including all matters of
enforcement,  validity  and  performance.

(f)     Assignor, Assignee and Operating Assignee acknowledge and agree that the
provisions set forth in the Consent pertaining or otherwise applicable to
Assignor, Assignee and/or Operating Assignee, as the case may be, are true and
correct and will be relied upon by the Port Authority in executing and
delivering the Consent, and Assignor, Assignee and Operating Assignee agree to
be bound by such applicable provisions of the Consent.

(g)     Assignor, Assignee and Operating Assignee acknowledge and agree that the
Port Authority shall be a third party beneficiary of this Assignment and
Assumption Agreement, and shall have the right to enforce any such terms and
conditions hereof in such capacity.

<PAGE>
                                SIGNATURE PAGE TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)

     IN WITNESS WHEREOF, the parties hereto have each caused this Assignment and
Assumption  Agreement  to  be  duly  executed as of the day and year first above
written.

                                                  ASSIGNOR:

                                                  HILTON HOTELS CORPORATION


                                                  By:
                                                  Print Name:
                                                  Title:

<PAGE>
                                SIGNATURE PAGE TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)


     IN WITNESS WHEREOF, the parties hereto have each caused this Assignment and
Assumption  Agreement  to  be  duly  executed as of the day and year first above
written.

                                             FLAMINGO HILTON RIVERBOAT
                                             CASINO, L.P.

                                             By: Hilton Kansas City Corp.,
                                             General Partner

                                             By:
                                             Print Name:
                                             Title:


<PAGE>
                                SIGNATURE PAGE TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)


     IN WITNESS WHEREOF, the parties hereto have each caused this Assignment and
Assumption  Agreement  to  be  duly  executed as of the day and year first above
written.

                                                  ASSIGNEE:

                                                  ISLE OF CAPRI CASINOS, INC.


                                                  By:
                                                  Print Name:
                                                  Title:


<PAGE>
                                SIGNATURE PAGE TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)


     IN WITNESS WHEREOF, the parties hereto have each caused this Assignment and
Assumption  Agreement  to  be  duly  executed as of the day and year first above
written.

                                                  OPERATING ASSIGNEE:

                                                  IOC-KANSAS CITY, INC.


                                                  By:
                                                  Print Name:
                                                  Title:

<PAGE>
                                 ACKNOWLEDGMENT
                                 --------------


STATE OF                         )
                              )ss.
COUNTY OF                         )

     BEFORE ME, a Notary Public in and for the County and State aforesaid,
personally appeared __________________, as ____________________ of Hilton Hotels
Corporation, a Delaware corporation, who is known to me to be the same person
who executed the foregoing instrument on behalf of said corporation and
acknowledged the execution of the same as the free and voluntary act and deed of
said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal this ____ day of  __________________, 2000.



Notary Public

My Commission Expires:




<PAGE>
                                 ACKNOWLEDGMENT
                                 --------------


STATE OF                         )
                              )ss.
COUNTY OF                         )


     BEFORE ME, a Notary Public in and for the County and State aforesaid,
personally appeared _________________________, ____________________________ of
Hilton Kansas City Corp., the corporate general partner of Flamingo Hilton
Riverboat Casino, L.P., a Missouri limited partnership, who is known to me to be
the same person who executed the foregoing instrument on behalf of said
corporation as general partner of said limited partnership and acknowledged the
execution of the same as the free and voluntary act and deed of said
corporation, as general partner of said limited partnership.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal this _______ day of  _____________________, 2000.




Notary Public

My Commission Expires:




<PAGE>
                                 ACKNOWLEDGMENT
                                 --------------


STATE OF                         )
                              )ss.
COUNTY OF                         )


     BEFORE ME, a Notary Public in and for the County and State aforesaid,
personally appeared _________________, as _________________ of Isle of Capri
Casinos, Inc., a Delaware corporation, who is known to me to be the same person
who executed the foregoing instrument on behalf of said corporation and
acknowledged the execution of the same as the free and voluntary act and deed of
said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal this _____ day of __________________, 2000.





Notary Public

My Commission Expires:




<PAGE>
                                 ACKNOWLEDGMENT
                                 --------------


STATE OF                         )
                              )ss.
COUNTY OF                         )

     BEFORE ME, a Notary Public in and for the County and State aforesaid,
personally appeared ____________________, ___________________ of IOC-KANSAS
CITY, INC., a Missouri corporation, who is known to me to be the same person who
executed the foregoing instrument on behalf of said corporation, as sole member
of said limited liability company, and acknowledged the execution of the same as
the free and voluntary act and deed of said corporation, as sole member of said
limited liability company.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal this _____ day of  _______________, 2000.



Notary Public

My Commission Expires:




<PAGE>
                                   SCHEDULE A
                                       TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)

           ATTACHED HERETO AND FOLLOWING THIS PAGE IS A COMPLETE COPY
                  OF THE LEASE AND ALL AMENDMENTS TO THE LEASE


<PAGE>
                                   SCHEDULE B
                                       TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)

LIENS, CHARGES, CLAIMS AND ENCUMBRANCES TO THE LEASE

1.     Those liens and encumbrances, if any, granted pursuant to any of the
documents executed and/or delivered in connection with the $21,185,000.00 of
Port Authority Revenue Bonds (Riverfront Park Project), Series 1995A, dated
December 15, 1995, issued by the Port Authority under and pursuant to their
certain Trust Indenture dated as of January 9, 1996, by and between the Port
Authority and Boatmen's Trust Company, as Trustee (the "Bond Issuance
                                                             --------
Transaction").
-----------

2.     To the extent that Assignor's rights under the Lease are dependent upon
Assignor's rights to the real property and improvements covered by the Lease and
Assignor's rights in and thereto are subject to those liens and encumbrances
listed as exceptions on Schedule B to that certain ALTA Commitment issued by
Assured Quality Title Insurance Company, Commitment No. MJ26420, with an
effective date of April 5, 1999.

3.     All ongoing performance obligations of Assignor under the Lease that have
not yet been performed as of the date of the Closing.

<PAGE>
                                   SCHEDULE C
                                       TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)

                       NO KNOWLEDGE OF A VIOLATION OR BREACH

Assignor has no knowledge of any fact or condition under the Lease that would
constitute a violation or breach of any law, contract or agreement except that
the gravel valet parking lot which Assignor leases from the Port Authority was
not constructed to, and does not currently comply with, the building code
requirements of Kansas City, Missouri.

<PAGE>
                                   SCHEDULE D
                                       TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)

                          DEFAULT(S) UNDER THE LEASE

Assignor has no knowledge of any fact or condition under the Lease that would
constitute a default by Assignor under the Lease except that the gravel valet
parking lot which Assignor leases from the Port Authority was not constructed
to, and does not currently comply with, the building code requirements of Kansas
City, Missouri.

<PAGE>
                                   SCHEDULE E
                                       TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)

            NO DEFENSES AND OFFSETS AGAINST ENFORCEMENT AND NO OTHER
                                   SIGNATORIES

                                      NONE

<PAGE>
                                   SCHEDULE F
                                       TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)

OTHER AGREEMENTS BETWEEN ASSIGNOR AND THE PORT AUTHORITY

1.     Non-Exclusive Access Easement Agreement dated August 18, 1995, by and
among KCP&L Co., HHC, HKCC and the Port Authority.

2.     Those certain agreements, certificates, documents and instruments
delivered by HHC and/or HKCC in connection with the closing of the Bond Issuance
Transaction, including, but not limited, to, certain closing certificates, that
certain Continuing Disclosure Agreement dated January 9, 1996, and that certain
Acknowledgment and Attornment Agreement dated as of December 1, 1995.

3.     Cooperative Agreement dated August 18, 1995 by and among HKCC, the Port
Authority and the City of Kansas City, Missouri.

4.     Social/Minority Grant Escrow Agreement dated as of November 4, 1996 by
and among Flamingo Hilton, the Port Authority, and Boatmen's Trust Company (the
"Trust Company").
-----------------

5.     Problem Gaming Grant Escrow Agreement dated as of November 4,1996 by and
among Flamingo Hilton, the Port Authority and the Trust Company.

6.     Development Rights Memorandum dated August 21, 1995 by and between the
Port Authority and HHC.


<PAGE>
                                    EXHIBIT 1
                    ACKNOWLEDGMENT, CONSENT AND ESTOPPEL CERTIFICATE
                   ------------------------------------------------
                                       TO
                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                       -----------------------------------
                                (LEASE AGREEMENT)

     This Acknowledgment, Consent Estoppel Certificate and Agreement
("AGREEMENT") is entered into as of ________________, 2000 between the Port
Authority of Kansas City, Missouri, a body politic created and formed by the
City of Kansas City, Missouri (the "PORT AUTHORITY") and Isle of Capri Casinos,
Inc., a Delaware corporation ("ASSIGNEE"), and IOC-Missouri, Inc., a Missouri
corporation and affiliate of Assignee ("OPERATING ASSIGNEE").  The Port
Authority, Assignee and Operating Assignee state and agree as follows:

     1.     Acknowledgment and Consent.  Pursuant to Article XVII of the Amended
            --------------------------
and Restated Lease dated as of August 21, 1995 by and between Port Authority and
Hilton Hotels Corporation, a Delaware corporation, as thereafter amended (the
"LEASE"), the Port Authority hereby acknowledges and consents to the foregoing
Assignment and Assumption Agreement dated 5 2000 (the "ASSIGNMENT AND ASSUMPTION
AGREEMENT") by and among (i) Hilton Hotels Corporation and Flamingo Hilton
Riverboat Casino, L.P., a Missouri limited partnership, (collectively,
"ASSIGNOR"), (ii) Assignee, and (iii) Operating Assignee; provided, however, the
Port Authority does not and shall not release Assignor from, and Assignor shall
continue to be liable for, the performance, discharge and satisfaction of all
obligations, terms, conditions, covenants and liabilities of Assignor under the
Lease. The Port Authority specifically acknowledges and consents to the
assignment, transfer, sale, delivery and conveyance by Assignee to Operating
Assignee of all right, title and interest in the Lease that has been assigned to
Assignee pursuant to Section 1 of the Assignment and Assumption Agreement;
provided, however, the  Port Authority does not and shall not release Assignee
from the performance, discharge and satisfaction of all obligations, terms,
conditions, covenants and liabilities of Assignee under the Assignment and
Assumption Agreement. The Port Authority hereby specifically acknowledges and
agrees that pursuant to Section 18.04 (B) (viii) (c) of the Lease, Assignee and
Operating Assignee have provided the Port Authority with satisfactory assurances
that Assignee and Operating Assignee have the experience in operating gaming
enterprises similar to that conducted by Assignor under the Lease, sufficient to
enable Assignee and Operating Assignee to so comply with all of the terms,
covenants and conditions of the Lease and successfully operate the "Demised
Premises" (as such term is defined in the Lease) for such use.

     2.     Payments to Operating Assignee.  The Port Authority agrees to pay to
            ------------------------------
the Operating Assignee any and all amounts that it would, in the absence of the
Assignment and Assumption Agreement, otherwise be required to pay to the
Assignor under the Lease.

     3.     Attornment.  The Assignee and Operating Assignee each agree that it
            ----------
shall be liable to the Port Authority for the performance, discharge and
satisfaction of all obligations, terms, conditions, covenants and liabilities of
Assignor under the Lease.

     4.     Representations  and  Warranties of Assignee and Operating Assignee.
            -------------------------------------------------------------------
Assignee  and  Operating  Assignee each hereby certify, represent and warrant to
the  Port Authority, as follows: (i) Assignee and Operating Assignee are solvent
and  are  not  a  party  o  any  assignment  for the benefit of their respective
creditors  or  to any bankruptcy proceedings; (ii) the transactions contemplated
by  the  Assignment and Assumption Agreement shall not cause the Assignee or the
Operating Assignee to become insolvent or to not be able to pay its debts as the
same  become  due;  and  (iii)  Assignee  and Operating Assignee are financially
capable  of  performing  and  satisfying  in  full  their respective obligations
pursuant  to  the  Assignment  and  Assumption  Agreement  and  the  Lease.
<PAGE>

5.     Estoppel.  Pursuant  to  Section  24.02  of the Lease, the Port Authority
       --------
hereby  certifies,  represents  and warrants to Assignor, Assignee and Operating
Assignee  that  as  of  the  date  of  the  execution  of  this  Agreement:

     (a)     A  true, correct and complete copy of the Lease, and all amendments
thereto,  are  attached  hereto as SCHEDULE A. The Lease has not been amended or
modified,  except  as  set  forth on SCHEDULE A attached hereto and incorporated
herein  by  this  reference.

     (b)     The  Lease, as amended or modified, is in full force and effect and
constitutes  the  legal,  valid  and  binding  obligation of, and is enforceable
against,  the  Port  Authority  in  accordance  with  its  terms.

     (c)     The Rent (as such term is defined in the Lease) payable by Assignor
under the Lease presently consists of the Minimum Net Rent, the Percentage Rent,
and the Additional Rent (as those terms are defined in the Lease). The Rent
payable by Assignor under the Lease has been paid up through October 18, 1999,
except for the Percentage Rent and the Additional Rent which cannot presently be
calculated. The Minimum Net Rent now payable annually under the Lease is Two
Million Dollars ($2,000,000).  In addition, the Riverfront Park Grant (as
defined in the Lease) now payable annually under the Lease is One Million
Dollars ($1,000,000).

     (d)     The  expiration  of  the  current  term of the Lease is October 18,
2006,  and  there are eight (8) separate renewal periods of five (5) years each,
of  the  term  of the Lease. No event has occurred or condition currently exists
that  would prevent Assignee or Operating Assignee from exercising its option to
extend  the  term  of  the  Lease  for  any or all of the aforementioned renewal
periods.

     (e)     To  the  best  knowledge of the officer executing this Agreement on
behalf  of  the  Port  Authority,  Assignor is not default in performance of any
covenant,  agreement or condition contained in the Lease, except as specifically
set  forth  on  SCHEDULE  B  attached  hereto  and  incorporated  herein by this
reference.

     (f)     Except  as set forth on SCHEDULE C attached hereto and incorporated
herein  by  this  reference, no event has occurred and no condition exists that,
with  the  giving  of  notice  or  the lapse of time or both, could constitute a
default  by  the  Port  Authority.

     (g)     The  Port  Authority has no present intention to bring an action or
otherwise  attempt  to  enforce  any  alleged  nonperformance  or  breach of any
provision  of  the Lease by Assignor. Except as set forth on SCHEDULE D attached
hereto  and  incorporated  herein  by  this reference, the Port Authority has no
existing  defenses  or offsets against the enforcement of the Lease by Assignor,
and  knows  of no other parties who are not signatories to the Lease who possess
or  may  assert  rights  under  or  in  connection  with  the  Lease.
<PAGE>

(h)     Except  as  set  forth  on  SCHEDULE  E attached hereto and incorporated
herein  by  this  reference, the Lease and the Development Agreement dated as of
March 12, 1993, by and between the Port Authority and Hilton Hotels Corporation,
as  thereafter  amended,  are the only agreements, written or oral, entered into
directly  between  the  Port Authority and Hilton Hotels Corporation or Flamingo
Hilton  Riverboat  Casino,  L.P.

     (i)     Except  as set forth on SCHEDULE F attached hereto and incorporated
herein  by this reference, the Port Authority has not received any notice of any
violations  of  any  statutes,  laws,  ordinances  or directives relating to the
Lease.

     6.     Counterparts.  This  Agreement  operates  as  the  required  written
            ------------
consent  under Article XVII of the Lease, and no further action need be taken or
consent obtained by Assignor, Assignee or Operating Assignee with respect to the
Port  Authority  to  give  full  legal  effect  to the Assignment and Assumption
Agreement,  except  to  deliver  an  executed  counterpart of the Assignment and
Assumption  Agreement,  in  recordable  form,  to  the  Port  Authority.

     7.     Reliance.  The Port Authority acknowledges that the Port Authority's
            --------
acknowledgment,  consent  representations  and  warranties  set  forth  in  this
Agreement are for the benefit of, shall be relied upon, and shall be enforceable
by,  Assignor,  in addition to the Assignee and Operating Assignee; accordingly,
the  Port Authority acknowledges and agrees that Assignor shall be a third party
beneficiary  hereof  and  shall  have  the  right  to enforce any such terms and
conditions  hereof  in  such  capacity.

Date:_______________________ 2000

                                                  THE PORT AUTHORITY OF
                                                  KANSAS CITY, MISSOURI


                                                  By:
                                                  Print Name:
                                                  Title:

                                                  ISLE OF CAPRI CASINOS, INC.


                                                  By:
                                                  Print Name:
                                                  Title:

                                                  IOC-KANSAS CITY, INC.


                                                  By:
                                                  Print Name:
                                                  Title:

<PAGE>

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

STATE OF MISSOURI     )
                    )     s/s.
COUNTY OF JACKSON     )

     BEFORE ME, a Notary Public in and t for the County and State aforesaid,
personally Appeared ___________, as Chairman of the Port Authority of Kansas
City, Missouri, a public corporation, who is known to me to be the same person
who executed the foregoing instrument on behalf of said Port Authority and
acknowledged the execution of the same as the free and voluntary act and deed of
said Port Authority.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial
seal
This____ day of _____________, 1999.



Notary Public

My Commission Expires:



<PAGE>
                                   SCHEDULE A
                                   ----------
                                       TO
                                       --
                ACKNOWLEDGMENT, CONSENT AND ESTOPPEL CERTIFICATE
                ------------------------------------------------

COMPLETE COPY OF THE LEASE AND ALL AMENDMENTS TO THE LEASE

           ATTACHED HERETO AND FOLLOWING THIS PAGE IS A COMPLETE COPY
                  OF THE LEASE AND ALL AMENDMENTS TO THE LEASE

<PAGE>
                                   SCHEDULE B
                                   ----------
                                       TO
                                       --
                ACKNOWLEDGMENT, CONSENT AND ESTOPPEL CERTIFICATE
                ------------------------------------------------

                    DEFAULT(S) BY ASSIGNOR UNDER THE LEASE

                      NO KNOWLEDGE OF VIOLATION OR BREACH

The Port Authority has no knowledge of any fact or condition under the Lease
Agreement that would constitute a violation or breach of any law, contract or
agreement except that the gravel valet parking lot which Assignor leases from
the Port Authority was not constructed to, and does not currently comply with,
the building code requirements of Kansas City, Missouri.

<PAGE>
                                   SCHEDULE C
                                   ----------
                                       TO
                                       --
                ACKNOWLEDGMENT, CONSENT AND ESTOPPEL CERTIFICATE
                ------------------------------------------------

                DEFAULT(S) BY THE PORT AUTHORITY UNDER THE LEASE

   The Port Authority has no knowledge of any fact or condition under the Lease
Agreement that would constitute a default by Assignor under the Lease Agreement
   except that the gravel valet parking lot which Assignor leases from the Port
     Authority was not constructed to, and does not currently comply with, the
              building code requirements of Kansas City, Missouri.


<PAGE>
                                   SCHEDULE D
                                   ----------
                                       TO
                                       --
                ACKNOWLEDGMENT, CONSENT AND ESTOPPEL CERTIFICATE
                ------------------------------------------------

             NO DEFENSES OR OFFSETS AGAINST ENFORCEMENT AND NO OTHER
                                   SIGNATORIES

NONE

<PAGE>

                                   SCHEDULE E
                                   ----------
                                       TO
                                       --
                ACKNOWLEDGMENT, CONSENT AND ESTOPPEL CERTIFICATE
                ------------------------------------------------

OTHER AGREEMENTS BETWEEN ASSIGNOR AND THE PORT AUTHORITY

     1.     Non-Exclusive Access Easement Agreement dated August 18, 1995, by
and among KCP&L Co., Hilton Hotels Corp. ("IRLC"), HKCC and the Port Authority.

     2.     Those certain agreements, certificates, documents and instruments
delivered by HCC and/or HKCC in connection with the closing of the Bond Issuance
Transaction, including, but not limited to, certain closing certificates, that
certain Continuing Disclosure Agreement dated January 9, 1996, and that certain
Acknowledgment and Attornment Agreement dated as of December 1, 1995.

     3.     Cooperative Agreement dated August 18, 1995 by and among HKCC, the
Port Authority and the City of Kansas City, Missouri.

     4.     Social/Minority Grant Escrow Agreement dated as of November 4, 1996
by and among Flamingo Hilton Riverboat Casino, L.P. ("FlamingoHilton"), the Port
                                                    ----------
Authority, and Boatmen's Trust Company (the "Trust Company").
                                             --------------

     5.     Problem Gaming Grant Escrow Agreement dated as of November 4, 1996
by and among Flamingo Hilton, the Port Authority and the Trust Company.

     6.     Development Rights Memorandum dated August 21, 1995 by and between
the Port Authority and HHC.


<PAGE>
                                   SCHEDULE F
                                   ----------
                                       TO
                                       --
                ACKNOWLEDGMENT, CONSENT AND ESTOPPEL CERTIFICATE
                ------------------------------------------------

NOTICE OF ANY VIOLATIONS

NONE