<PAGE>

                                                                    EXHIBIT 10.1

GORDON & SILVER, LTD.
GERALD M. GORDON, ESQ.
Nevada State Bar No. 229
WILLIAM M. NOALL, ESQ.
Nevada State Bar No. 3549
THOMAS H. FELL, ESQ.
Nevada State Bar No. 3717
3960 Howard Hughes Pkwy, 9th Fl.
Las Vegas, Nevada 89109
Telephone (702) 796-5555
Facsimile (702) 369-2666
  Attorneys for Debtors

                         UNITED STATES BANKRUPTCY COURT
                               DISTRICT OF NEVADA

In re

FITZGERALDS GAMING
CORPORATION, a Nevada corporation,

               Debtor.

[ ] Affects this Debtor.                         /

[X] Affects all Debtors.                         /

[ ] Affects FITZGERALDS SOUTH, INC.,
a Nevada corporation,                            /

[ ] Affects FITZGERALDS RENO, INC.,
a Nevada corporation,                            /

[ ] Affects FITZGERALDS INCORPORATED,
a Nevada corporation,                            /

[ ] Affects FITZGERALDS LAS VEGAS, INC.,
Nevada corporation,                              /

[ ] Affects FITZGERALDS MISSISSIPPI, INC.,
a Mississippi corporation,                       /

[ ] Affects FITZGERALDS BLACK HAWK,
INC., a Nevada corporation,                       /

[ ] Affects FITZGERALDS BLACK HAWK II,
INC., a Colorado corporation,                    /

[ ] Affects 101 MAIN STREET LIMITED
LIABILITY COMPANY, a Colorado limited
liability company,                                /
[ ] Affects FITZGERALDS FREMONT
EXPERIENCE CORPORATION,
a Nevada corporation,                            /

Case No. BK-N-00-33467-GWZ Chapter 11
Joint Administration With:
BK-N-00-33468 (Fitzgeralds South, Inc.)
BK-N-00-33469 (Fitzgeralds Reno, Inc.)
BK-N-00-33470 (Fitzgeralds, Inc.)
BK-N-00-33471 (Fitzgeralds LAS Vegas, Inc.)
BK-N-00-33472 (Fitzgeralds Mississippi, Inc.)
BK-N-00-33473 (Fitzgeralds Black Hawk, Inc.)
BK-N-00-33474 (Fitzgeralds Black Hawk II, Inc.)
BK-N-00-33475 (101 Main Street LLC)
BK-N-00-33476 (Fitzgeralds Fremont Experience Corp.)

ORDER CONFIRMING DEBTORS' SECOND AMENDED PLAN OF REORGANIZATION DATED MARCH 26,
2003 AS AMENDED BY SECOND AMENDED PLAN OF REORGANIZATION AS MODIFIED AND
APPROVING SUPPLEMENTAL DISCLOSURE STATEMENT

Date: April 21, 2003
Time: 1:00 p.m.

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

<PAGE>

         This matter came on before the above-entitled Court on April 21,2003
for a confirmation hearing on the Debtors' Second Amended Plan of
Reorganization, dated March 26, 2003 as modified by Debtors' Second Amended Plan
of Reorganization As Modified, dated April 18, 2003 ("Plan") and final approval
of the Supplemental Disclosure Statement approved conditionally on March 24,
2003 ("Supplemental Disclosure Statement"). A true and correct copy of the Plan
is attached hereto as Exhibit "1". The Plan was filed by Fitzgeralds Gaming
Corporation, a Nevada corporation ("FGC"), Fitzgeralds South, Inc., a Nevada
corporation ("FSI"), Fitzgeralds Reno, Inc., a Nevada corporation ("FRI"),
Fitzgeralds Incorporated, a Nevada corporation ("FI"), Fitzgeralds Las Vegas,
Inc., a Nevada corporation ("FLVI"), Fitzgeralds Mississippi, Inc., a
Mississippi corporation ("FMI"), Fitzgeralds Black Hawk, Inc., a Nevada
corporation ("FBHI"), Fitzgeralds Black Hawk II, Inc., a Colorado corporation
("FBHII"), 101 Main Street Limited Liability Company, a Colorado limited
liability company ("101Main") and Fitzgeralds Fremont Experience Corporation, a
Nevada corporation ("FFEC" and together with FGC, FSI, FRI, FI, FLVI, FMI, FBHI,
FBHU and 101Main the "Debtors"), debtors and debtors-in-possession in the above
captioned jointly administered Chapter 11 proceeding.

         With respect to the Supplemental Disclosure Statement the Court finds
and concludes that the Supplemental Disclosure Statement provides adequate
information as required by Section 1125 of the Bankruptcy Code and is approved.

         With respect to the Plan, the Court finds and concludes as follows:(1)

         1.       By Order Conditionally: (1) Approving Adequacy Of Disclosures
In Debtors' Supplemental Disclosure Statement, (2) Setting Deadlines For
Balloting And Opposing

(1) Unless stated otherwise, all terms defined in the Plan will have the same
    meanings when used in this Confirmation Order.

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

<PAGE>

Confirmation Of Debtors' Plan of Reorganization, and (3) Setting Confirmation
Hearing; Notice Of Confirmation ("Supplemental Disclosure Statement Order")
entered on March 26, 2003, the Court conditionally approved the Supplemental
Disclosure Statement To Accompany Debtors' Second Amended Plan of Reorganization
dated March 24, 2003, ("Supplemental Disclosure Statement"), to be read in
conjunction with Debtors' Initial Disclosure Statement Dated December 19, 2002
("Disclosure Statement"), related to the Plan and established certain procedures
and fixed certain deadlines related to the solicitation of votes on the Plan and
a Bar Date for the filing of Professional Fee applications and Administrative
Claims. Following the Court's entry of the Supplemental Disclosure Statement
Order, Plan solicitation packages (in the form approved by the Court), including
the Supplemental Disclosure Statement, Ballots and Disclosure Statement were
timely transmitted to the Creditors and other parties-in-interest, and the
Supplemental Disclosure Statement to holders of Equity Interests, all in
accordance with Bankruptcy Rule 3017(d) and the Supplemental Disclosure
Statement Order.

         2.       The Court finds that the Plan differs from the Debtors' Second
Amended Plan of Reorganization Dated March 26, 2003 with respect to the
treatment of the Claims of Scout Development Corporation ("Scout"), the Claims
(if any) of the Internal Revenue Service and the acceptance (versus previous
rejection) of the executory contracts and leases relating to the Parking Garage
as reflected on Schedule 7.1 to the Plan. The Court finds that these
modifications comply with the requirements of Sections 1122 and 1123 of the Code
and does not materially and adversely affect the interest of any Creditor or
holder of an Equity Interest. As such, all votes to accept or reject the
Debtors' Second Amended Plan of Reorganization Dated March 26,2003, are deemed
to have similarly accepted or rejected the Plan.

         3.       Based upon the stipulation ("Scout Stipulation") by and
between Debtors, the Informal Committee and Scout, the Motion to Allow Claim of
Scout Development Corporation for Purposes of Voting on Debtor's [sic] Proposed
Second Amended Plan of Reorganization

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                        3

<PAGE>

("Scout Motion") is granted subject to the terms of the Scout Stipulation and
Scout's votes on the Plan are changed in accordance with the terms of the Scout
Stipulation.

         4.       The voting on the Plan is summarized in the Debtors'
Certification Of Acceptance Or Rejection Of Debtors' Second Amended Plan of
Reorganization (Ballot Summary) filed by the Debtors on April 17, 2003. On April
21, 2003 the Debtors filed the Plan, modifying the Second Amended Plan. At the
Confirmation Hearing, Holiday Franchising Inc. changed its vote, of its Class 8
Claim in the amount of $1,574,316.50, to a vote accepting the Plan. At the
Confirmation Hearing, Scout changed its vote with respect to a $500,000 Class 8
Claim to a vote accepting the Plan.

         5.       On April 21, 2003, the Court conducted a hearing regarding
final approval of the Disclosure Statement and confirmation of the Plan, at
which time the Court considered:

                  a)       The Plan;

                  b)       The Amended Plan Supplement to Debtors' Second
         Amended Plan of Reorganization;

                  c)       The Disclosure Statement;

                  d)       The Supplemental Disclosure Statement;

                  e)       Debtors' Confirmation Brief In Support Of
         Confirmation Of Debtors' Second Amended Plan of Reorganization and
         Debtors' Reply To Scout Development Corporation's And Jerome Turk's
         Objections To Debtors' Second Amended Plan of Reorganization
         ("Confirmation Brief");

                  f)       The Declaration of Michael E. McPherson In Support of
         Debtors' Confirmation Brief ("McPherson Declaration")

                  g)       The Ballot Report;

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                        4

<PAGE>

                  h)       United States' Objection to Confirmation of Debtors'
         Second Amended Plan of Reorganization (which based upon the
         modifications contained in the Plan is deemed satisfied and withdrawn);

                  i)       Scout Development Corporation's Objections to Final
         Approval of Debtor's Disclosure Statement and Confirmation of Debtor's
         Second Amended Plan of Reorganization (which in accordance with the
         Scout Stipulation is deemed withdrawn);

                  j)       The Scout Motion;

                  k)       Objection of Jerome Turk and the Jerome H. and Carol
         Turk Irrevocable Life Insurance Trust Dated April 22, 1996 to
         Confirmation of Second Amended Plan of Reorganization; and

                  1)       Oral argument, representations and stipulations,
including the term sheet relating to Scout's secured and unsecured Claims a
proffer of testimony of Michael McPherson regarding a settlement among the
Debtors, Scout and the Informal committee, and additional pleadings filed by
parties in interest and counsel.

         4.       The Court also considered the prior testimony evidence
presented in this Chapter 11 Case and the entire record before the Court.

         5.       At the conclusion of the Confirmation Hearing, the Court
determined the following:

                  A.       The modifications of the Debtors' Second Amended Plan
         of Reorganization Dated March 26, 2003 as contained in the Plan are
         approved and additional disclosure and solicitation under Section 1125
         of the Code arc not required;

                  B.       The Plan complies with the applicable provisions of
         Title 11 of the United States Code as required by 11 U.S.C. Section
         1129(a)(l), including Sections 1122 and 1123;

                  C.       The Debtors have complied with the applicable
         provisions of Title 11 of the United States Code as required by 11
         U.S.C. Section 1129(a)(2);

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                        5

<PAGE>

                  D.       The Plan has been proposed in good faith and not by
         any means forbidden by law as required by 11 U.S.C. Section 1129(a)(3);

                  E.       Any payment made or to be made by the Debtors or by
         any person issuing securities or acquiring property under the Plan, for
         services or for costs and expenses in or connected with this Chapter 11
         Case, or in connection with the Plan, and incident to the Chapter 11
         Case, has been approved by or is subject to the approval of this Court
         as reasonable as required by 11 U.S.C. Section 1129(a)(4);

                  F.       The Debtors have disclosed the identity and
         affiliation of any individual proposed to serve, after confirmation of
         the Plan, as a director, officer or voting trustee of the Debtors or a
         successor to the Debtors under the Plan; the appointment to or
         continuance in, such office of such individual is consistent with the
         interest of Creditors and Equity Interest holders and with public
         policy; the Debtors have disclosed the identity of any insider that
         will be employed or retained by the Reorganized Debtors, and the nature
         of any compensation for such insider as required by 11 U.S.C. Section
         1129(a)(5);

                  G.       11 U.S.C. Sections 1129(a)(6) and (13) are
         inapplicable to the Debtors and the Reorganization Cases;

                  H.       With respect to each impaired Class of Claims or
         Equity Interests:

                           i.       Each holder of a Claim or Equity Interest of
                  each Class has accepted the Plan or will receive or retain
                  under the Plan on account of such Claim or Equity Interest
                  property of a value, as of the Effective Date of the Plan,
                  that is not less than the amount that such holder would so
                  receive or retain if the Debtors were liquidated under chapter
                  7 of Title 11 on such date; or

                           ii.      If Section 1111(b)(2) of Title 11 applies to
                  the Claims of such Class, each holder of a Claim of such Class
                  will receive and retain under the Plan on account of such
                  Claim property of a value, as of the Effective Date of the
                  Plan,

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                        6

<PAGE>

         that is not less than the value of such holder's interest in the
Estates' interest in the property that secures such Claims, all as set forth in
11 U.S.C. Section 1129(a)(7);

                  I.       Classes 1,2,3,4, 5 and 7 are unimpaired under the
         Plan;

                  J.       Classes 6, 8, and 9 are impaired under the Plan and
         have accepted the Plan;

                  K.       Class 10 is impaired under the Plan and is deemed to
         have rejected the Plan;

                  L.       Classes 11, 12, 13 and 14 are impaired under the
         Plan, and by virtue of receiving nothing under the Plan, the holders of
         Subsidiary Equity Interests, Old FGC Preferred Stock. FSI Warrant
         Claims and Old FGC Common Stock are deemed to have rejected the Plan,
         all as required by 11 U.S.C. Section 1129(a)(8);

                  M.       Section 5.5 of the Plan is hereby amended to reflect
         the correct treatment of Class 11-Subsidiary Equity Interest, as
         follows:

                           i.       All Subsidiary Equity Interests (except as
                  otherwise provided in Sections 6.1.4, 6.1.5 and 6.1.6 in the
                  Plan) and the FSI Equity Interest shall be canceled and
                  terminated without any further act or action under any
                  applicable agreement, law, regulation, order or rule.

                  N.       Except to the extent that a holder of a particular
         Claim has agreed to a different treatment of such Claim, the Plan
         provides that:

                           i.       With respect to a Claim of a kind specified
                  in 11 U.S.C. Sections 507(a)(l) or 507(a)(2), on the Effective
                  Date of the Plan the holder of such Claim will receive on
                  account of such Claim, cash equal to the allowed amount of
                  such Claim;

                           ii.      With respect to a Class of Claims of a kind
                  specified in 11 U.S.C. Sections 507(a)(3), 507(a)(4),
                  507(a)(5), 507(a)(6), or 507(a)(7), each holder of a Claim

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                       7

<PAGE>

                  of such Class will receive if such Class has accepted the
                  Plan, deferred cash payments of a value, as of the Effective
                  Date equal to the allowed amount of such Claim, or if such
                  Class has not accepted the Plan, cash on the Effective Date
                  equal to the allowed amount of such Claims; and

                  iii.     With respect to a Claim of a kind specified in 11
                  U.S.C. Section 507(a)(8), the holder of such Claim will
                  receive on account of such Claim, deferred cash payments, over
                  a period not exceeding six (6) years after the date of
                  assessment of such Claim, of a value, as of the Effective Date
                  equal to the allowed amount of such Claim as required by 11
                  U.S.C. Section 1129(a)(9).

                  o.       The Objection filed by IRS has been resolved by
         modification to the Plan.

                  P.       The Objection filed by Scout has been resolved by the
         Scout Stipulation evidenced by the amended treatment of Scout's Claim
         in the Plan.

                  Q.       The Objection of Turk is denied.

                  R.       At least one Class of Claims that is impaired under
         the Plan has accepted the Plan, determined without including any
         acceptance of the Plan by any insider as required by 11 U.S.C. Section
         1129(a)(l0);

                  S.       Confirmation of the Plan is not likely to be followed
         by the liquidation or the need for further financial reorganization of
         the Debtor or any successor to the Debtors under the Plan, if
         applicable, unless such liquidation or reorganization is proposed in
         the Plan as required by 11 U.S.C. Section 1129(a)(11); and

                  T.       All fees payable under 28 U.S.C. Section 1930 as
         determined by the Court have been paid or the Plan provides for the
         payment of all such fees on the Effective Date as required by 11 U.S.C.
         Section 1129(a)(12).

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                        8

<PAGE>

         6.       Confirmation of the Plan is a core proceeding under 28
U.S.C. Section 157(b)(2). Pursuant to 28 U.S.C. Sections 157(b) and 1334, this
Court has the jurisdiction to enter a Final Order confirming the Plan.

         7.       At the request of Debtors the Court finds that all of the
applicable requirements of Section 1129(a) of the Code have been met other than
paragraph (8) with regard to Classes 10, 11, 12, 13 and 14. The Court further
finds that the Plan does not discriminate unfairly, and is fair and equitable
with respect to each such Class and that no holder of any claim or interest that
is junior to the Claims or Equity Interests of any such Class will receive or
retain under the Plan on account of such junior Claim or Equity Interest any
property of the Estate as required by Section 1129(b) of the Code for approval
of the Plan despite such Classes having not accepted the Plan.

         8.       After hearings on due and proper notice, the Court has
determined that the Plan hereby satisfies the requirements for Confirmation set
forth in 11 U.S.C. Sections 1129(a).

         Based on the foregoing findings and conclusions, and the entire record
before the Court; and good cause appearing,

         IT IS HEREBY ORDERED as follows:

         A.       The Supplemental Disclosure Statement shall be, and hereby is,
approved. The modifications of the Second Amended Plan contained in the Plan do
not require any resolicitation of creditors or other parties in interest.
Pursuant to 11 U.S.C Section 1127, all votes of creditors accepting the Second
Amended Plan are hereby deemed to be votes in favor of the Plan.

         B.       The Plan shall be, and hereby is, confirmed pursuant to 11
U.S.C. Section 1129. The terms of the Plan and the exhibits thereto contained in
the Plan Supplement are approved in substance and are by reference incorporated
into this Confirmation Order. Any and all modifications to the Plan and Plan
Supplement documents as referenced above shall be, and hereby are, approved.

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                        9

<PAGE>

         C.       In accordance with Section 7.2, entry of the Confirmation
Order as of the Effective Date shall constitute: (i) approval, pursuant to
Bankruptcy Code Section 365(a), of the assumption by the applicable Reorganized
Debtor of each executory contract and unexpired lease listed on Schedule 7.1,
and (ii) authorization for the Reorganized Debtors to reject each executory
contract and unexpired lease to which any of the Debtors are parties and which
is not listed on Schedule 7.1 and neither assumed, assumed and assigned nor
rejected by separate order prior to the Effective Date. Unless they file an
objection to the assumption prior to the Confirmation Hearing, each counterparty
to an executory contract or unexpired lease on Schedule 7.1 shall be deemed to
have consented to such assumption. Notwithstanding anything contained herein to
the contrary, up to the Confirmation Date the Debtors, at the direction of the
Informal Committee, shall add to or delete from Schedule 7.1 any executory
contract or unexpired lease.

         D.       Pursuant to 11 U.S.C. Sections l05(a) and 1123(b)(3) and
Bankruptcy Rule 9019(a) the settlements, compromises, discharges, releases and
injunctions set forth in the Plan are hereby approved as an integral part of the
Plan, are fair, equitable, reasonable and in the best interests of the Debtors
and their estates and holders of Claims and Equity Interests, and are intended
to have the benefits of Fed. R. Evid. 408 and similar state-law provisions.

         E.       The Debtors, the Reorganized Debtors and all other necessary
parties are authorized and empowered in accordance with 11 U.S.C. Section 1123,
without further Court order, to execute and deliver any instrument, security,
agreement or document, and to perform any act, that is necessary, desirable, or
required for the consummation of the Plan.

         F.       Pursuant to 11 U.S.C. Section 1145, except with respect to an
entity that is an underwriter as defined in Section 1145(b), Section 5 of the
Securities Act of 1933 and any state or local law requiring registration for
offer or sale of a security or registration or licensing of an issuer of,
underwriter of, or broker or dealer in a security, do not apply to the
Reorganized Debtors' equity interests.

  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
 3960 HOWARD HUGHES PKWY
 LAS VEGAS, NEVADA 89109
     (702)796-5555

                                       10

<PAGE>

         G.       Pursuant to 11 U.S.C.Section 1141, as provided for in Section
10.3 of the Plan and in this Confirmation Order, and except as otherwise
provided for in the Plan and this Confirmation Order, entry of this Confirmation
Order and occurrence of the Effective Date shall: (a) discharge the Debtors and
Reorganized Debtors from all Claims or other debts that arose before the
Confirmation Date including all Claims arising under and related to the Notes
and all debts of the kind specified in Sections 502(g), 502(h) or 502(i) of the
Bankruptcy Code, whether or not: (i) a proof of Claim based on such debt is
filed or deemed filed pursuant to Section 501 of the Bankruptcy Code; (ii) a
Claim based on such debt is allowed pursuant to Section 502 of the Bankruptcy
Code; or (iii) the holder of a Claim based on such debt has accepted this Plan;
and (b) terminate all interest and other rights of holders of Equity Securities
in the Debtors.

         H.       As provided for in Section 10.4 of the Plan and this
Confirmation Order, as of the Confirmation Date, all entities that have held,
currently hold or may hold a Claim or other debt or liability or an Equity
Security or other right of an Equity Security holder that is terminated pursuant
to the terms of the Plan are permanently enjoined from taking any of the
following actions on account of any such Claims, debts or liabilities or
terminated Equity Security or rights: (i) commencing or continuing in any manner
any action or other proceeding against the Reorganized Debtors or their
respective properties; (ii) enforcing, attaching, collecting or recovering in
any manner any judgment, award, decree or order against the Reorganized Debtors
or their respective properties; (iii) creating, perfecting or enforcing any Lien
or encumbrance against the Reorganized Debtors or their respective properties;
(iv) asserting a setoff, right of subrogation or recoupment of any kind against
any debt, liability or obligation due to the Reorganized Debtors or their
respective properties; and (v) commencing or continuing any action, in any
manner or any place, that does not comply with or is inconsistent with the
provisions of the Plan or the Bankruptcy Code. By accepting distributions
pursuant to the Plan, each holder of an Allowed Claim receiving

  GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
     NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       11

<PAGE>

distributions pursuant to the Plan will be deemed to have specifically consented
to the injunction set forth in Section 10.4 of the Plan.

         I.       As provided for in Section 10.5 of the Plan and in this
Confirmation Order, and except as otherwise provided for in the Plan and this
Confirmation Order, upon entry of this Confirmation Order and occurrence of the
Effective Date, from and after the Effective Date, none of Debtors, the
Reorganized Debtors, or the Informal Committee nor any of their respective
present or former members, directors, officers, managers, employees, advisors,
attorneys or agents, shall have or incur any liability to any holder of a Claim
or Equity Security or any other party in interest, or any of their respective
agents, employees, representatives, financial advisors, attorneys or Affiliates,
or any of their successors or assigns, for any act or omission in connection
with, relating to, or arising out of, the Chapter 11 Cases, the 363 Motion, the
pursuit of confirmation of the Plan or the consummation of this Plan, except for
(i) under the Restructuring Agreement, and all amendments and restatements
thereto, to the extent assumed by the Reorganized Debtors, (ii) violations of
the Risk Management Contracts, (iii) gross negligence and (iv) willful
misconduct, and in all respects shall be entitled to reasonably rely upon the
advice of counsel with respect to their duties and responsibilities under the
Plan or in the context of the Chapter 11 Cases. No holder of a Claim or Equity
Security, nor any other party in interest, including their respective agents,
employees, representatives, financial advisors, attorneys or Affiliates, shall
have any right of action against Debtors, the Reorganized Debtors, the Informal
Committee or any of their respective present or former members, officers,
directors, managers, employees, advisors, attorneys or agents, for any act or
omission in connection with, relating to, or arising out of, the Chapter 11
Cases, the pursuit of confirmation of the Plan, the consummation of the Plan or
the administration of the Plan, except for (i) their willful misconduct or gross
negligence, (ii) matters specifically contemplated by the Plan and (iii) any
liability of an attorney to its client not subject to exculpation under the
Bankruptcy Code.

  GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
     NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       12

<PAGE>
         J.       As provided for in Section 10.6 of the Plan and in this
Confirmation Order, and except as otherwise provided for in the Plan and this
Confirmation Order, upon entry of this Confirmation Order and occurrence of the
Effective Date, as part of the distributions to holders of Class 6 Claims under
the Plan, each Person who has been a record owner or beneficial owner of Notes,
any direct or indirect securities intermediary (including The Depository Trust
Company) for such an owner, the Indenture Trustee and any of their advisers, is
hereby released, as of the Effective Date, from all claims and causes of action,
including avoidance actions, that the Debtors or their Estates had, have or may
in the future have to recover any payments made in respect of the Notes,
including payments of fees of professionals retained by the Informal Committee

         K.       By accepting distributions pursuant to the Plan, each holder
of an Allowed Claim receiving distributions pursuant to the Plan shall be, and
hereby is, deemed to have specifically consented to the releases, injunctions
and exculpations set forth in the Plan and this Confirmation Order.

         L.       This Court shall retain jurisdiction in accordance with the
terms of Article 11 of the Plan.

         M.       All injunctions and stays pursuant to 11 U.S.C. Sections 105
and 362 of the Bankruptcy Code or otherwise shall remain in full force and
effect until the Effective Date of the Plan, except that nothing herein shall
bar the filing of financing documents or the taking of such other actions as are
necessary to effectuate the transactions contemplated by the Plan, Sales Process
Order, Definitive Purchase and Sales Agreement or by this Confirmation Order.

         N.       Pursuant to 11 U.S.C Section 1146(c): (1) the issuance,
distribution, transfer or exchange of Reorganized Debtors' equity interests; (2)
the creation, modification, assignment, consolidation, filing or recording of
any mortgage, deed of trust, security agreement or similar instrument; (3) the
securing of additional indebtedness by such means or by other means or the

  GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
     NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       13

<PAGE>

additional securing of existing indebtedness by such means or by other means;
(4) the creation, modification, assignment, delivery, filing or recording of any
lease or sublease; or (5) the creation, modification, assignment, delivery,
filing or recording of any deed, bill of sale or assignment, or other instrument
of transfer, all under, in furtherance of, or in connection with, the Plan, this
Confirmation Order, the Restructuring Agreement or any transactions arising of,
contemplated by or in any way related to the foregoing, whether occurring on or
after the Effective Date, shall not be subject to any document recording tax,
stamp tax or stamp act, conveyance, filing or transfer fee, intangibles or
similar tax, mortgage tax, real estate transfer tax, mortgage recording tax or
other similar tax or governmental assessment, and the appropriate state or local
governmental officials or agents shall be, and hereby are, directed to forego
the collection of any such tax or governmental assessment and to accept for
filing and recordation any of the foregoing instruments or other documents
without the payment of any such tax or governmental assessment.

         o.       Until the entry of the Final Decree, the Debtor shall file
with the clerk, not later than 20 days after the end of the calendar quarter
which occurs after the entry of this Confirmation Order, and every six (6)
months thereafter, a report of the action taken by the Reorganized Debtor and
the progress made toward consummation of the Plan. Said report shall include, at
a minimum, the following information:

                  1.       A schedule of any personal property costing more than
$5,000.00 and any real property acquired, sold or disposed of since entry of
this Confirmation Order and the price paid for each;

                  2.       A schedule listing each debt, the total amount
required to be paid under the Plan, the amount required to be paid to date, the
amount actually paid to date, and the amount unpaid;

  GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
     NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555
                                       14

<PAGE>

                  3.       A schedule of executory contracts entered into after
the entry of thir Confirmation Order;

                  4.       A statement listing each post-petition tax (i.e.,
income, payroll, property sales), and payee and the amount actually paid;

                  5.       The progress toward completion of the confirmed Plan
and a list and status of any pending adversary proceedings or motion and
resolution expected; and

                  6.       A statement regarding the status of payments of both
pre-confirmation and post-confirmation United States Trustee quarterly fees.

                       DATED this _____ day of May 5, 2003.

                                                /s/ [ILLEGIBLE]
                                           ------------------------------
                                           United States Bankruptcy Judge

PREPARED AND SUBMITTED BY:

GORDON & SILVER, LTD.

By /s/ Gerald M. Gordon, Esq.
-----------------------------
Gerald M. Gordon, Esq.
Williams M. Noall, Esq.
Thomas H. Fell, Esq.
3960 Howard Hughes Parkway, 9th Fl.
Las Vegas, Nevada 89109
Attorneys for Debtor

  GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
     NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       15

<PAGE>

Approved by:                                        Approved by:

HALE LANE PEEK DENNISON                             ROPES & GRAY
HOWARD & ANDERSON

By:_________________________                        By:/s/ D. ROSS MARTIN, ESQ.
   PAULINE NG LEE, ESQ.                             ---------------------------
   Nevada Bar No. 6392                                 D. ROSS MARTIN, ESQ.
   2300 West Sahara Ave., Ste. 800                     One International Place
   Las Vegas, NV 89102                                 Boston, MA 02110-2624
     Attorneys for Scout Development                       Attorneys for the
  corp.                                                Bondholder Committee

Approved by:                                        Approved by:

OFFICE OF THE UNITED STATES
TRUSTEE

By ___________________________                      By _____________________
   NICK STROZZA, U.S. TRUSTEE                          JEFFREY L. HARTMAN, ESQ.
   300 Booth Street, Ste 2129                          419 W. Plumb Lane
   Reno, NV 89509                                      Reno, NV 89509
                                                        Attorney for Jerome Turk

Approved by:

INTERNAL REVENUE SERVICE

BY _______________________
   ROLLIN G. THORLEY, ESQ.
   4750 W. Oakey Blvd.
   Las Vegas, NV 89 102

  GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
     NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       16

<PAGE>

Approved by:                                      Approved by:

HALE LANE PEEK DENNISON                           ROPES & GRAY
HOWARDS-

By: /s/ Pauline NG Lee, Esq.                      By: ____________________
-----------------------------                          D. ROSS MARTIN, ESQ.
    PAULINE NG LEE, ESQ.                               One International Place
    Nevada Bar No.6392                                 Boston, MA 02110-2624
    2300 West Sahara Ave., Ste. 800                      Attorneys for the
    Las Vegas, NV 89102                                  Bondholder Committee
       Attorneys for Scout Development
    Corp.

Approved by:                                           Approved by:

OFFICE OF THE UNITED STATES
TRUSTEE

BY __________________________                       By _________________________
   NICK STROZZA, U.S. TRUSTEE                           JEFFREY L. HARTMAN, ESQ.
   300 Booth Street, Ste 2129                          419 W. Plumb Lane
   Reno, NV 89509
                                                       Reno, NV 89509
                                                        Attorney far Jerome Turk

Approved by:

INTERNAL REVENUE SERVICE

By ______________________________
   ROLLIN G. THORLEY, ESQ.
   4750 W. Oakey Blvd.
   Las Vegas, NV 89102

  GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
     NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       17

<PAGE>

Approved by:                                      Approved by:

HALE LABE PEEK DENNISON                            ROPES & GRAY
HOWARD & ANDERSON

By:_________________________                      By:/s/ [ILLEGIBLE]
   PAULINE NG LEE, ESQ.                           ----------------------------
   Nevada Bar No. 6392                               D. ROSS MARTIN, ESQ.
   2300 West Sahara Ave., Ste 800                    One International Place
   Las Vegas, NV 89102                               Boston, MA 02110-2624
    Attorneys for Scout Development                   Attorneys for the
   corp.                                             Bondholder Committee

Approved by:                                      Approved by:

OFFICE OF THE UNITED STATES
TRUSTEE

By /s/ [ILLEGIBLE]                                 By /s/ [ILLEGIBLE]
  ---------------------------                        ---------------------------
   NICK STROZZA, U.S. TRUSTEE                         JEFFREY L. HARTMAN, ESQ.
   300 Booth Street, Ste. 2129                        419 W. Plumb Lane
   Reno, NV 89509                                     Reno, NV 89509
                                                       Attorney for Jerome Turk

Approved by:

INTERNAL REVENUE SERVICE

BY _______________________
   ROLLIN G. THORLEY, ESQ.
   4750 W. Oakey Blvd.
   Las Vegas, NV 89102

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       18

<PAGE>

Approved by:                                      Approved by:

HALE LANE PEEK DENNISON                           ROPES & GRAY
HOWARD & ANDERSON

By: ______________________________                By: /s/ D. Ross Martin, ESQ.
    PAULINE NG LEE, ESQ.                          ----------------------------
    Nevada Bar No.6392                               D. ROSS MARTIN ESQ.
    2300 West Sahara Ave., Ste.800                   One International Place
    Las Vegas, NV 89102                              Boston, MA 02110-2624
       Attorneys for Scout Development                  Attorneys for the
     Corp.                                              Bondholder Committee

Approved by:                                      Approved by:

OFFICE OF THE UNITED STATES
TRUSTEE

BY _______________________________               By /s/ Jeffrey L. Hartman, ESQ.
   NICK STROZZA, U.S. TRUSTEE ESQ.                  ----------------------------
   300 Booth Street, Ste 2129                       JEFFREY L. HARTMAN, ESQ.
   Reno, NV 89509                                   419 W. Plumb Lane
                                                    Reno, NV 89509
                                                      Attorney for Jerome Turk

Approved BY:

INTERNAL REVENUE SERVICE

By ________________________
   ROLLIN G. THORLEY, ESQ.
   4750 W. Oakey Blvd.
   Las Vegas, NV 89102

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
      NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       19

<PAGE>


Approved by:                                    Approved by:

HALE LANE PEEK DENNISON                         ROPES & GRAY
HOWARD & ANDERSON

By: _______________________________             By: /s/ D. Ross Martin, ESQ
    PAULINE NG LEE, ESQ.                        ---------------------------
    Nevada Bar No. 6392                            D. ROSS MARTIN, ESQ.
    2300 West Sahara Ave., Ste. 800                One International Place
    Las Vegas, NV 89102                            Boston, MA 02110-1624
        Attorneys for Scout Development             Attorneys for the Bondholder
    Corp.                                           Committee

Approved by:                                    Approved by:

OFFICE OF THE UNITED STATES
TRUSTEE

By /s/ [ILLEGIBLE]                              BY _____________________
-----------------------------                      JEFFREY L. HARTMAN, ESQ.
   NICK STROZZA, U.S. TRUSTEE                      419 W. Plumb Lane
   300 Booth Street, Ste 2129                      Reno, NV 89509
   Reno, NV 89509                                    Attorney for Jerome Turk

Approved By:

INTERNAL REVENUE SERVICE

By: /s/ [ILLEGIBLE]
---------------------------
   ROLLIN G. THORLEY, ESQ.
   4750 W. Oakey Blvd.
   Las Vegas, NV 89102

  GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
     NINTH FLOOR
3960 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555
                                       20

<PAGE>

GORDON & SILVER, LTD.
GERALD M. GORDON, ESQ.
Nevada Bar No. 229
WILLIAM M. NOALL, ESQ.
Nevada Bar No. 3549
THOMAS H. FELL, ESQ.
Nevada Bar No. 3717
3960 Howard Hughes Pkwy, 9 th F1.
Las Vegas, Nevada 89109
Telephone (702) 796-5555
Facsimile (702) 369-2666
          Attorneys for Debtors

                         UNITED STATES BANKRUPTCY COURT
                               DISTRICT OF NEVADA

In re

FITZGERALDS GAMING
CORPORATION, a Nevada corporation,

             Debtor.

[ ] Affects this Debtor.                             /

[ ] Affects all Debtors.                             /

[ ] Affects FITZGERALDS SOUTH, INC.,
a Nevada corporation.                                /

[ ] Affects FITZGERALDS RENO, INC.,
a Nevada corporation,                                /

[ ] Affects FITZGERALDS INCORPORATED,
a Nevada corporation,                                /

[ ] Affects FITZGERALDS LAS VEGAS, INC.,
A Nevada corporation,                                /

[ ] Affects FITZGERALDS MISSISSIPPI, INC.,
a Mississippi corporation,                           /

[ ] Affects FITZGERALDS BLACK HAWK,
INC; a Nevada corporation,                           /

[ ] Affects FITZGERALDS BLACK HAWK II,
INC., a Colorado corporation.                        /

[ ] Affects 101 MAIN STREET LIMITED
LIABILITY COMPANY, a Colorado limited
liability company,                                   /

[ ] Affects FITZGERALDS FREMONT
EXPERIENCE CORPORATION,
a Nevada corporation,                                /

CASE NO. BK-N-00-33467-GWZ Chapter 11
JOINT ADMINISTRATION WITH:
BK-N-00-33468 (Fitzgeralds South, Inc.)
BK-N-00-33469 (Fitzgeralds Reno, Inc.)
BK-N-00-33470 (Fitzgeralds, Inc.)
BK-N-00-33471 (Fitzgeralds LAS Vegas, Inc.)
BK-N-00-33472 (Fitzgeralds Mississippi, INC.)
BK-N-00-3 3473 (Fitzgeralds Black Hawk, Inc.)
BK-N-00-33474 (Fitzgeralds Black Hawk 11, Inc.)
BK-N-00-33475 (101 Main Street LLC)
BK-N-00-33476 (Fitzgeralds Fremont Experience Corp.)

                                    DEBTORS'
                                 SECOND AMENDED
                             PLAN OF REORGANIZATION
                                   AS MODIFIED

Date: April 21,2003
Time: 1:00 p.m.


   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                     <C>
1.  DEFINITIONS, RULES OF INTERPRETATION AND COMPUTATION OF TIME                         1
    1.1.  Definitions ...........................................................        1
          1.1.1.  Administrative Claim ..........................................        1
          1.1.2.  Administrative Claim Bar Date .................................        2
          1.l 3   Affiliate .....................................................        2
          1.l.4.  Allowed Claim .................................................        2
          1.1.5.  Avoidance Actions .............................................        2
          1.1.6.  Ballot ........................................................        2
          1.1.7.  Bankruptcy Code ...............................................        2
          1.1.8.  Bankruptcy Court ..............................................        2
          1.1.9.  Bankruptcy Rules ..............................................        2
          1.1.10. Bar Date ......................................................        2
          1.1.11. Business Day ..................................................        2
          1.1.12. Cash ..........................................................        3
          1.1.13. Cash Collateral Order .........................................        3
          1.1.14. Cash Collateral Stipulation ...................................        3
          1.1.15. Cash Incentive Claims .........................................        3
          1.1.16. Chapter 11 Cases ..............................................        3
          1.1.17. Claim .........................................................        3
          1.1.18. Class .........................................................        3
          1.1.19. Compensation Motion ...........................................        3
          1.1.20. Collateral Value Percentage ...................................        3
          1 1.21. Commitment Agreement ..........................................        3
          1.1.22. Compensation Order ............................................        3
          1.1.23. Confirmation ..................................................        3
          1 1.24. Confirmation Date .............................................        3
          1.1.25. Confirmation Hearing ..........................................        4
          1.1.26. Confirmation Order ............................................        4
          1.1.27. Consenting Noteholders ........................................        4
          1.1.28. Contingent Claim ..............................................        4
          1.1.29. Creditor ......................................................        4
          1.1.30. Cure ..........................................................        4
          1.1.31. Debt Instrument ...............................................        4
          1.1.32. Debtors .......................................................        4
          1.1.33. Debtor Subsidiaries ...........................................        4
          1.1.34. Disbursing Agent ..............................................        4
          1.1.35. Disclosure Statement ..........................................        4
          1.1.36. Disputed Claim ................................................        4
          1.1.37. Distributable Cash ............................................        5
          1 1.38. Distribution Date .............................................        5
          1.1.39. Distribution Record Date ......................................        5
          1.1.40. Effective Date ................................................        5
          1.1.41. Equity Security ...............................................        5
          1.1.42. Estates .......................................................        5
</TABLE>

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                                 i

<PAGE>

<TABLE>
<S>                                                                                     <C>
          1.1,43. Executive .....................................................        5
          1.1.44. FAMI ..........................................................        5
          1.1.45. FBHI ..........................................................        5
          1.1.46. FBHII .........................................................        5
          1.1.47. FFEC ..........................................................        6
          1.1.48. FGC ...........................................................        6
          1.1.49. FGC Board of Directors ........................................        6
          1.1.50. FGC Equity Security ...........................................        6
          1.1.51. FI ............................................................        6
          1.1.52. FLVI ..........................................................        6
          1.1.53. FMC ...........................................................        6
          1.1.54. FMI ...........................................................        6
          1.1.55. FRI ...........................................................        6
          1.1.56. FRI Board of Directors ........................................        6
          1.1.57. FSI ...........................................................        6
          1.1.58. FSI Warrants ..................................................        6
          1.1.59. FLI ...........................................................        6
          1.1.60. Federal Judgment Rate .........................................        6
          1.1.61. Final Order ...................................................        7
          1.1.62. Fitzgeralds Black Hawk ........................................        7
          1.1.63. Fitzgeralds Las Vegas .........................................        7
          1 1.64. Fitzgeralds Reno ..............................................        7
          1.1.65. Fitzgeralds Tunica ............................................        7
          1 1.66. Gaming Authorities ............................................        7
          1.1.67. General Unsecured Claim .......................................        7
          1.1.68. Governmental Or Regulatory Authority ..........................        7
          1.1.69. Indenture .....................................................        7
          1.1.70. Indenture Trustee .............................................        7
          1.1.71. Indenture Trustee Professional Fees and Costs Payments.........        7
          1.1.72. Informal Committee ............................................        8
          1.1.73. Informal Committee Professionals ..............................        8
          1.1.74. Informal Committee Professionals Fees and Costs
                    Payments  ...................................................        8
          1.1.75. Intercompany Claims ...........................................        8
          1.1.76. IRS ...........................................................        8
          1.1.77. Lien ..........................................................        8
          1.1.78. Liquidation Date ..............................................        8
          1 1.79. Litigation Claims .............................................        8
          1.1.80. Majestic Agreement ............................................        8
          1.1.81. Majestic Investor .............................................        8
          1.1.82. NCI ...........................................................        8
          1.1.83. NRS Chapter 92A ...............................................        8
          1.1.84. Net Distributable Cash ........................................        9
          1.1.85. Nevada Secretary ..............................................        9
          1.1.86. New Common Stock ..............................................        9
          1.1.87. New FGC .......................................................        9
          1.1.88. New Scout Note ................................................        9
          1.1.89. Non-Debtor Affiliates .........................................        9
          1.1.90. Noteholder Deficiency Claims ..................................        9
</TABLE>

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555
                                       ii

<PAGE>

<TABLE>
<S>                                                                                     <C>
          1.1.91. Noteholders ...................................................        9
          1.1.92. Notes .........................................................        9
          1.1.93. Notes Security Documents ......................................        9
          1.1.94. Old FGC Common Stock ..........................................        9
          1.1.95. Old FGC Preferred Stock .......................................        9
          1.1.96. 101 Main ......................................................       10
          1.1.97. 101 Main Managing Member ......................................       10
          1.1.98. Operating Companies ...........................................       10
          1.1.99. Operating Pleadings ...........................................       10
          1.1.100. Person .......................................................       10
          1.1.101. Petition Date ................................................       10
          1.1.102. Plan .........................................................       10
          1.1.103. Plan Distribution Cash .......................................       10
          1.1.104. Plan Supplement ..............................................       10
          1.1.105. Post-Petition Date Cash Distribution .........................       10
          1.1.106. Pre-Petition Date Excess Cash Distribution ...................       10
          1.1.107. Preserved Ordinary Course Administrative Claim................       10
          1.1.108. Priority Benefit Plan Contribution Claim .....................       11
          1.1.109. Priority Customer Deposits Claim .............................       11
          1.1.110. Priority Tax Claim ...........................................       11
          1.1.111. Priority Wage Claim ..........................................       11
          1.1.112. Pro Rata .....................................................       11
          1.1.113. Professional Fees ............................................       11
          1.1.114. Protocol Motion ..............................................       11
          1.1.115. Protocol Order ...............................................       11
          1.1.116. Reinstated or Reinstatement ..................................       11
          1.1.117. Reno Garage Lease ............................................       12
          1.1.118. Reorganized Debtor(s) ........................................       12
          1.1.119. Reorganized FGC ..............................................       12
          1.1.120. Reorganized FGC Articles .....................................       12
          1.1.121. Reorganized FGC By-Laws ......................................       12
          1.1.122. Reorganized FLI ..............................................       12
          1.1.123. Reorganized ..................................................       12
          1.1.124. Reorganized FRI Articles .....................................       12
          1.1.125. Reorganized FRI By-Laws ......................................       12
          1.1.126. Reserve Amount ...............................................       12
          1.1.127. Residual Assets ..............................................       12
          1.1.128. Restated Garage Deed of Trust ................................       13
          1.1.129. Restructuring Agreement ......................................       13
          1.1.130. Retention Payment ............................................       13
          1.1.131. Risk Management Contracts ....................................       13
          1.1.132. Schedules ....................................................       13
          1.1.133. Scout Note ...................................................       13
          1.1.134. SEC ..........................................................       13
          1.1.135. Secured Claim ................................................       13
          1.1.136. Secured Tax Claims ...........................................       13
          1.1.137. Securities Act ...............................................       14
          1.1.138. Senior Management ............................................       14
</TABLE>

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                      iii

<PAGE>

<TABLE>
<S>                                                                                     <C>
          1.1.139. Senior Management Incentive Program ..........................       14
          1.1.140. Statutory Committee ..........................................       14
          1.1.141. Subordinated Claim ...........................................       14
          1.1.142. Subsidiaries .................................................       14
          1.1.143. Subsidiaries Board of Directors ..............................       14
          1.1.144. Subsidiary Equity Interest ...................................       14
          1.1.145. Subsidiary Guarantees ........................................       14
          1.1.146. Tail Liability ...............................................       14
          1.1.147. 363 Motion ...................................................       14
          1.1.148. 363 Order ....................................................       15
          1.1.149. Taxes ........................................................       15
          1.1.150. Voting Record Date ...........................................       15
    1.2.  Computation of Time ...................................................       15
    1.3.  Rules of Interpretation ...............................................       15

2.  TREATMENT OF UNCLASSIFIED CLAIMS                                                    15
    2.1.  General ...............................................................       15
    2.2.  Treatment of Administrative Claims ....................................       15
          2.2.1. Generally ......................................................       15
          2.2.2. Requests for Payment ...........................................       15
          2.2.3. Allowed Preserved Ordinary Course Administrative Claims                16
    2.3.  Executive Incentive Claims ............................................       16
          2.3.1. Retention and Severance ........................................       16
          2.3.2. Cash Distribution Incentive ....................................       16
    2.4.  Allowed Priority Tax Claims ...........................................       16

3.  DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS                               17
    3.1.  Summary of Classification .............................................       17
    3.2.  Specific Classification ...............................................       18
          3.2.1.  Class 1:  Priority Wage Claims ................................       18
          3.2.2.  Class 2:  Priority Benefit Plan Contribution Claims ...........       18
          3.2.3.  Class 3:  Priority Customer Deposit Claims ....................       18
          3.2.4.  Class 4:  Secured Tax Claims ..................................       18
          3.2.5.  Class 5:  Miscellaneous Secured Claims ........................       18
          3.2.6.  Class 6:  Noteholder Secured Claims ...........................       19
          3.2.7.  Class 7:  Convenience Class Claims ............................       19
          3.2.8.  Class 8:  General Unsecured Claims ............................       19
          3.2.9.  Class 9:  Noteholder Deficiency Claims ........................       19
          3.2.10. Class 10  Intercompany Claims .................................       19
          3.2.11. Class 11: Subsidiary Equity Securities ........................       19
          3.2.12. Class 12: Old FGC Preferred Stock .............................       19
          3.2.13. Class 13: FSI Warrant Claims ..................................       19
          3.2.14. Class 14: Old FGC Common Stock ................................       19

4.  DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES OF
    CLAIMS NOT IMPAIRED BY THIS PLAN                                                    19
    4.1.  Class 1- Priority Wage Claims .........................................       19
</TABLE>

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       iv

<PAGE>

<TABLE>
<S>                                                                                     <C>
    4.2.  Class 2 - Priority Benefit Plan Contribution Claims ...................       19
    4.3.  Class 3 - Priority Customer Deposit Claims ............................       20
    4.4.  Class 4 - Secured Tax Claims ..........................................       20
    4.5.  Class 5 - Miscellaneous Secured Claims ................................       20
    4.6.  Class 7 - Convenience Class Claims ....................................       20
    4.7.  Interest ..............................................................       21

5.  DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES OF
    CLAIMS AND EQUITY SECURITIES IMPAIRED BY THIS PLAN ..........................       21
    5.1. Class 6 - Noteholder Secured Claims ....................................       21
         5.1.1. Distributions ...................................................       21
         5.1.2. Cash Option for Bondholders .....................................       21
    5.2. Class 8 - General Unsecured Claims .....................................       21
    5.3. Class 9 - Noteholder Deficiency Claims .................................       21
         5.3.1. Distributions ...................................................       21
         5.3.2. Cash Option for Bondholders .....................................       21
    5.4. Class 10 - Intercompany Claims .........................................       21
    5.5. Class 11 - Subsidiary Equity Interests .................................       22
    5.6. Class 12 - Old FGC Preferred Stock .....................................       22
    5.7. Class 13 - FSI Warrant Claims ..........................................       22
    5.8. Class 14 - Old FGC Common Stock ........................................       22

6.  MEANS FOR IMPLEMENTATION OF PLAN                                                    22
    6.1.  Plan Implementation Steps Occurring on Effective Date .................       22
          6.1.1.  Mergers to Simplify Corporate Structure .......................       22
          6.1.2.  Mergers to Convert New Corporations to Delaware Corporations          22
          6.1.3.  New Common Stock ..............................................       22
          6.1.4.  Reorganized FGC ...............................................       23
          6.1.5.  Reorganized FRI ...............................................       23
          6.1.6.  Reorganized FLI ...............................................       23
          6.1.7.  Plan Distribution Cash ........................................       23
          6.1.8.  Senior Management .............................................       23
          6.1.9.  Distributions .................................................       24
          6.1.10. Treatment of Scout Claims .....................................       24
    6.2.  Determination of Plan Distribution Cash ...............................       24
    6.3.  Notice of Effectiveness ...............................................       24
    6.4.  No Corporate Action Required ..........................................       24
    6.5.  Directors and Officers ................................................       25
    6.6.  Informal Committee ....................................................       25
    6.7.  Duties of Indenture Trustee ...........................................       25

7.  EXECUTORY CONTRACTS AND UNEXPIRED LEASES                                            26
    7.1.  Executory Contracts ...................................................       26
    7.2.  Approval of Assumption or Rejection ...................................       26
    7.3.  Cure of Defaults ......................................................       26
    7.4.  Post-Petition Date Contracts and Leases ...............................       26
    7.5.  Restructuring Agreement ...............................................       26
</TABLE>

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       v

<PAGE>

<TABLE>
<S>                                                                                     <C>
    7.6. Bar Date ...............................................................       27
    7.7. Indemnification Obligations ............................................       27

8.  MANNER OF DISTRIBUTION OF PROPERTY UNDER THIS PLAN                                  27
    8.1. Surrender of Securities or Debt Instruments ............................       27
    8.2. Distribution Record Date ...............................................       27
    8.3. Delivery of Distributions ..............................................       27
    8.4. Cash Option for Bondholders ............................................       28

9.  CONDITIONS PRECEDENT TO CONFIRMATION AND THE EFFECTIVE DATE                         28
    9.1. Conditions to Confirmation .............................................       28
    9.2. Conditions to Effectiveness ............................................       28
    9.3. Waiver of Conditions ...................................................       29

10. TITLE TO PROPERTY; DISCHARGE; INJUNCTION                                            29
    10.1. Revesting of Assets ...................................................       29
    10.2. Preservation of Litigation Claims .....................................       29
    10.3. Discharge .............................................................       29
    10.4. Injunction ............................................................       29
    10.5. Exculpation ...........................................................       29
    10.6. Release ...............................................................       30

11. RETENTION OF JURISDICTION                                                           30
    11.1. Jurisdiction ..........................................................       30

12. MODIFICATION AND AMENDMENT OF PLAN; ALTERNATIVE TRANSACTIONS ................       32

    12.1. Modification and Amendment ............................................       32

13. MISCELLANEOUS                                                                       32
    13.1. Filing of Objections to Claims ........................................       32
    13.2. Resolution of Objections After Effective Date; Distributions ..........       32
          13.2.1. Resolution of Objections ......................................       32
          13.2.2. Distributions .................................................       32
          13.2.3. Late-Filed Claims .............................................       33
    13.3.  Effectuating Documents; Further Transactions; Timing .................       33
    13.4.  Exemption from Transfer Taxes ........................................       33
    13.5.  Revocation or Withdrawal of this Plan ................................       33
    13.6.  Binding Effect .......................................................       34
    13.7.  Governing Law ........................................................       34
    13.8.  Modification of Payment Terms ........................................       34
    13.9.  Providing for Claims Payments ........................................       34
    13.10. Set Offs .............................................................       34
    13.11. Notices ..............................................................       35
    13.12. Statutory Committee ..................................................       36
    13.13. Severability .........................................................       36
    13.14. Withholding and Reporting Requirements ...............................       36
</TABLE>

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       vi

<PAGE>

<TABLE>
<S>                                                                                     <C>
    13.15. Post Confirmation Reporting ..........................................       37
    13.16. Cramdown .............................................................       37
    13.17. Quarterly Fees to the United States Trustee...........................       37
</TABLE>

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                      vii

<PAGE>

         Fitzgeralds Gaming Corporation, a Nevada corporation ("FGC"),
Fitzgeralds South, Inc., a Nevada corporation ("FSI"), Fitzgeralds Reno, Inc., a
Nevada corporation ("FRY), Fitzgeralds Incorporated, a Nevada corporation
("FI"), Fitzgeralds Las Vegas, Inc., a Nevada corporation ("FLVI"'), Fitzgeralds
Mississippi, Inc., a Mississippi corporation ("FMI"), Fitzgeralds Black Hawk,
Inc., A Nevada corporation ("FBHI"), Fitzgeralds Black Hawk II, Inc., a Colorado
corporation ("FBHF'), lOlMain Street Limited Liability Company, a Colorado
limited liability company ("10 1 Main") and Fitzgeralds Fremont Experience
Corporation, a Nevada corporation ("FFEC" and together with FGC, FSI, FRI, FI,
FLVI, FMI, FBHI, FBHII and lOlMain, the "Debtors"), debtors and
debtors-in-possession, jointly propose this Second Amended Plan of
Reorganization ("Plan") for the resolution of the Debtors' outstanding Claims
and Equity Securities (as these terms are defined herein). All creditors and
other parties-in-interest should refer to the Disclosure Statement (as this term
is defined herein) for a discussion of the Debtors` history, assets, historical
financial data, and for a summary and analysis of this Plan and certain related
matters.

    ALL HOLDERS OF CLAIMS AGAINST, AND EQUITY INTERESTS IN, THE DEBTORS ARE
     ENCOURAGED TO READ THIS PLAN, THE DISCLOSURE STATEMENT AND THE RELATED
      SOLICITATION MATERIALS IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR
                               REJECT THIS PLAN.

         Subject to the restrictions on modifications set forth in Section 1127
of the Bankruptcy Code and Bankruptcy Rule 3019, and those restrictions on
modifications set forth in Article 13 to this Plan, the Debtors expressly
reserve the right to alter, amend, strike, withdraw or modify this Plan one or
more times before its substantial consummation.

 1.      DEFINITIONS, RULES OF INTERPRETATION AND COMPUTATION OF TIME

         1.1.     DEFINITIONS. For purposes of this Plan, except as expressly
provided or unless the context otherwise requires, all capitalized terms not
otherwise defined shall have the meanings ascribed to them in this Article 1.
Any term used in this Plan that is not defined herein, but is defined in the
Bankruptcy Code, the Restructuring Agreement or the Bankruptcy Rules, shall have
the meaning ascribed to that term in the Bankruptcy Code, Restructuring
Agreement or the Bankruptcy Rules in that order of priority. Whenever the
context requires such terms shall include the plural as well as the singular,
the masculine gender shall include the feminine, and the feminine gender shall
include the masculine. AS used in this Plan, the following terms shall have the
meanings specified below:

                  1.1.1    ADMINISTRATIVE CLAIM. A Claim for any cost or expense
         of administration of the Chapter 11 Cases allowed under Sections
         503(b), 507(b) or 546(c)(2) of the Bankruptcy Code and entitled to
         priority under Section 507(a)( 1) of the Bankruptcy Code, including,
         but not limited to: (i) fees payable pursuant to Section 1930 of Title
         28 of the United States Code; (ii) the actual and necessary costs and
         expenses incurred after the Petition Date of preserving the Estates,
         including wages, salaries, or commissions for services rendered after
         the commencement of the Chapter 11 Cases; and (iii) all Professional
         Fees approved by the Bankruptcy Court pursuant to interim and final
         allowances. To the extent that a Claim is allowed as an Administrative
         Claim pursuant to Section 365(d)(3) of the Bankruptcy Code, such Claim
         shall also be deemed an "Administrative Claim" under this paragraph.

  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

<PAGE>

                  1.1.2    ADMINISTRATIVE CLAIM BAR DATE. The end of the first
         Business Day occurring on or after the forty-fifth 45th day after the
         Effective Date.

                  1.1.3    AFFILIATE. This term has the meaning set forth in
         Section 101 (2) of the Bankruptcy Code.

                  1.1.4    ALLOWED CLAIM. Any Claim, or any portion thereof,
         against any of the Debtors: (i) proof of which, requests for payment of
         which, or application for allowance of which, was filed or deemed to be
         filed on or before the Bar Date, Administrative Claim Bar Date or the
         Professional Fee Bar Date, as the case may be, for filing proofs of
         Claim or requests for payment for Claims of such type against the
         Debtors; or (ii) if no proof of Claim is filed, which has been or
         hereafter is listed by the Debtors in the Schedules as liquidated in
         amount and not disputed or contingent; and, in either case, the portion
         of such Claim as to which either (X) no objection to the allowance
         thereof has been interposed within the applicable period of limitation
         fixed by this Plan, the Bankruptcy Code, the Bankruptcy Rules or the
         Bankruptcy Court or (y) the Bankruptcy Court has entered a Final Order
         allowing such portion of such Claim. The term "Allowed" when used to
         modify a reference in this Plan to any Claim or Class of Claims, shall
         mean a Claim (or any Claim in any such Class) that is so allowed, e.g.
         "Allowed Secured Claim" is a Secured Claim.

                  1.1.5    AVOIDANCE ACTIONS. This term refers to and means all
         actions preserved for the Estates set forth in Sections 542, 543, 544,
         545, 547, 548, 549, 550 and 553(b) of the Bankruptcy Code.

                  1.1.6    BALLOT. The form of ballot or ballots that will be
         distributed with the Disclosure Statement to holders of Claims and
         Equity Securities entitled to vote under this Plan in connection with
         solicitation of acceptances of this Plan.

                  1.1.7    BANKRUPTCY CODE. The Bankruptcy Reform Act of 1978,
         Title 11, United States Code, as applicable to the Chapter 11 Cases, as
         now in effect or hereafter amended, 11 U.S.C. Sections 101 et seq.

                  1.1.8    BANKRUPTCY COURT. The Bankruptcy C&urt-of the United
         States District Court for the District of Nevada or such other court as
         may have jurisdiction over the Chapter 11 Cases.

                  1.1.9    BANKRUPTCY RULES. Collectively, the Federal Rules of
         Bankruptcy Procedure and the local rules of the Bankruptcy Court as
         applicable to the Chapter 11 Cases, as now in effect or hereinafter
         amended.

                  1.1.10   BAR DATE. The date or dates established by the
         Bankruptcy Court for the filing of proofs of Claim for all Creditors,
         excepting therefrom, Administrative Claims, Preserved Ordinary Course
         Administrative Claims and Claims for Professional Fees.

                  1.1.11   BUSINESS DAY. Any day other than a Saturday, Sunday
         or other day on which commercial banks in the State of Nevada or New
         York are authorized or required by law to close.

  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       2

<PAGE>

                  1.1.12   CASH. Currency, checks, negotiable instruments and
         wire transfers of immediately available funds.

                  1.1.13   CASH COLLATERAL ORDER. The Final Order of the
         Bankruptcy Court entered on December 31, 2000 approving the Cash
         Collateral Stipulation.

                  1.1.14   CASH COLLATERAL STIPULATION. The Agreement Regarding
         Use of Cash Collateral entered into on or about the Petition Date
         between Debtor and the Indenture Trustee.

                  1.1.15   CASH INCENTIVE CLAIMS. This term shall have the
         meaning set forth in Section 2.3.2 of this Plan.

                  1.1.16   CHAPTER 11 CASES. The cases under Chapter 11 of the
         Bankruptcy Code involving Debtors including all adversary proceedings
         pending in connection therewith.

                  1.1.17   CLAIM. Any right to payment from the Debtors, whether
         or not such right is reduced to judgment, liquidated, unliquidated,
         fixed, contingent, matured, unmatured, disputed, undisputed, legal,
         equitable, secured or unsecured arising at any time before the
         Effective Date or relating to any event that occurred before the
         Effective Date; or any right to an equitable remedy for breach of
         performance if such breach gives rise to a right of payment from the
         Debtors, whether or not such right to an equitable remedy is reduced to
         judgment, fixed, contingent, matured, unmatured, disputed, undisputed,
         secured or unsecured.

                  1.1.18   CLASS. A category of holders of Claims and Equity
         Securities as classified in this Plan.

                  1.1.19   COMPENSATION MOTION. The motion filed with the
         Bankruptcy Court on December 5, 2000 to approve the Senior Management
         Incentive Program and the compensation and benefits provided in Section
         5.6 of the Restructuring Agreement.

                  1.1.20   COLLATERAL VALUE PERCENTAGE. The ratio, expressed as
         a percentage, of (x) the value of all collateral remaining in the
         Estates that secure the Notes and (y) the total value of all Estates
         assets after deduction for all cash to be distributed under the plan
         except distributions to Class 8.

                  1.1.21   COMMITMENT AGREEMENT. The Plan Confirmation
         Commitment Agreement dated as of the Effective Date between FGC and
         Contrarian Capital Management LLC, as amended and in effect from time
         to time.

                  1.1.22   COMPENSATION ORDER. Final Order entered by the
         Bankruptcy Court on December 21,2000 approving the Compensation Motion.

                  1.1.23   CONFIRMATION. The entry by the Bankruptcy Court of
         the Confirmation Order.

                  1.1.24   CONFIRMATION DATE. The date upon which the Bankruptcy
         Court enters the confirmation Order.


  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555


                                        3

<PAGE>

                  1.1.25   CONFIRMATION HEARING. The duly noticed initial
         hearing held by the Bankruptcy Court to confirm this Plan pursuant to
         Section 1128 of the Bankruptcy Code, and any subsequent hearing held by
         the Bankruptcy Court from time to time to which the initial hearing is
         adjourned without further notice other than the announcement of the
         adjourned dates at the Confirmation Hearing.

                  1.1.26   CONFIRMATION ORDER. The order entered by the
         Bankruptcy Court confirming this Plan.

                  1.1.27   CONSENTING NOTEHOLDERS. Consenting Noteholders means,
         collectively, each signatory to the Restructuring Agreement and their
         transferees and assignees as allowed by Article VII of the
         Restructuring Agreement.

                  1.1.28   CONTINGENT CLAIM. A Claim which is either contingent,
         unmatured or unliquidated on or immediately before the Confirmation
         Date.

                  1.1.29   CREDITOR. Any holder of a Claim, whether or not such
         Claim is an Allowed Claim.

                  1.1.30   CURE. The distribution on the Effective Date or as
         soon thereafter as practicable of Cash, or such other property as may
         be agreed upon by the parties or ordered by the Bankruptcy Court, with
         respect to the assumption of an executory contract or unexpired lease,
         pursuant to Section 365(b) of the Bankruptcy Code, in an amount equal
         to all unpaid monetary obligations, due under such executory contract
         or unexpired lease, to the extent such obligations are enforceable
         under the Bankruptcy Code and applicable non-bankruptcy law.

                  1.1.31   DEBT INSTRUMENT. A debenture, bond, promissory note,
         note or other transferable instrument or document evidencing any
         payment obligation.

                  1.1.32   DEBTORS. Collectively, FGC, FSI, FRI, FI, FLVI, FMI,
         FBHI, FBHII, 101Main and FFEC in the Chapter 11 Cases, pursuant to
         Sections 1107 and 1108 of the Bankruptcy Code.

                  1.1.33   DEBTOR SUBSIDIARIES. Any of the Subsidiaries that are
         Debtors.

                  1.1.34   DISBURSING AGENT. Reorganized FGC shall be the
         Disbursing Agent to hold and distribute consideration to the holders of
         Unclassified Claims and Allowed Claims in Classes 1, 2, 3, 4, 5, 7 and
         8 of this Plan. With respect to distributions to Noteholders in Classes
         6 and 9, the Indenture Trustee shall be the Disbursing Agent.

                  1.1.35   DISCLOSURE STATEMENT. The written disclosure
         statement and any supplements thereto that relate to this Plan, as
         approved by the Bankruptcy Court pursuant to Section 1125 of the
         Bankruptcy Code and Bankruptcy Rule 3017, as such disclosure statement
         may be amended, modified or supplemented from time to time.

                  1.1.36   DISPUTED CLAIM. A Claim which is: (i) subject to
         timely objection interposed by the Debtors or any party in interest
         entitled to file and prosecute such objection in the Chapter 11 Cases,
         if at such time such objection remains unresolved; (ii)


  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555


                                       4

<PAGE>

         a Claim that is listed by the Debtors as disputed, unliquidated or
         contingent in the Schedules; or (iii) if no objection has been timely
         filed, a Claim which has been asserted in a timely filed proof of Claim
         in an amount greater than or in a Class different than that listed by
         the Debtors in the Schedules as liquidated in amount and not disputed
         or contingent; provided, however, that the Bankruptcy Court may
         estimate a Disputed Claim for purposes of allowance pursuant to Section
         502(c) of the Bankruptcy Code. The term "Disputed", when used to modify
         a reference in this Plan to any Claim or Class of Claims, shall mean a
         Claim (or any Claim in such Class) that is a Disputed Claim as defined
         herein. In the event there is a dispute as to classification or
         priority of a Claim, it shall be considered a Disputed Claim in its
         entirety. Until such time as a Contingent Claim becomes fixed and
         absolute, such Claim shall be treated as a Disputed Claim and not an
         Allowed Claim for purposes related to allocations and distributions
         under this Plan.

                  1.1.37   DISTRIBUTABLE CASH. This term shall have the meaning
         set forth in the Restructuring Agreement.

                  1.1.38   DISTRIBUTION DATE. The Business Day occurring as soon
         as practicable after the Effective Date, upon which distributions are
         made to holders of Allowed Claims under this Plan.

                  1.1.39   DISTRIBUTION RECORD DATE. The Business Day
         immediately prior to the Effective Date.

                  1.1.40   EFFECTIVE DATE. The last to occur of: (i) the first
         Business Day that is at least eleven (11) days after the Confirmation
         Date and on which no stay of the Confirmation Order is in effect; and
         (ii) the earlier of (X) the Business Day on which all of the conditions
         set forth in Article 9 to this Plan have been satisfied or waived; and
         (y) 120 days after the Confirmation Date.

                  1.1.41   EQUITY SECURITY. AN equity security as defined in
         Section lOl(16) of the Bankruptcy Code.

                  1.1.42   ESTATES. Collectively, the estates created for the
         Debtors in the Chapter 11 Cases pursuant to Section 541 of the
         Bankruptcy Code.

                  1.1.43   EXECUTIVE. Each of Phillip D. Griffith, Michael E.
         McPherson, Paul H. Manske and Max L. Page.

                  1.1.44   FAMI. Fitzgeralds Arizona Management, Inc., a Nevada
         corporation, one of the Non-Debtor Affiliates.

                  1.1.45   FBHI. Fitzgeralds Black Hawk, Inc., a Nevada
         corporation, one of the Debtors and debtors-in-possession in the
         Chapter 11 Cases pending before the Bankruptcy Court.

                  1.1.46   FBHII. Fitzgeralds Black Hawk II, Inc., a Nevada
         corporation, one of the Debtors and debtors-in-possession in the
         Chapter 11 Cases pending before the Bankruptcy Court.


  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555


                                        5

<PAGE>

                  1.1.47   FFEC. Fitzgeralds Fremont Experience Corporation, a
         Nevada corporation, one of the Debtors and debtors-in-possession in the
         Chapter 11 Cases pending before the Bankruptcy Court.

                  1.1.48   FGC. Fitzgeralds Gaming Corporation, a Nevada
         corporation, one of the Debtors and debtors-in-possession in the
         Chapter 11 Cases pending before the Bankruptcy Court.

                  1.1.49   FGC BOARD OF DIRECTORS. The duly constituted and
         acting directors of FGC.

                  1.1.50   FGC EQUITY SECURITY. Any Equity Security interest in
         FGC, including Old FGC Common Stock and Old FGC Preferred Stock,
         represented by any class or series of common or preferred stock issued
         by FGC prior to the Effective Date and any warrants, options,
         redemption rights, dividend rights, liquidation preferences or rights
         to purchase any such common or preferred stock.

                  1.1.51   FI. Fitzgeralds, Inc., a Nevada corporation, one of
         the Debtors and debtors-in-possession in the Chapter 11 Cases pending
         before the Bankruptcy Court.

                  1.1.52   FLVI. Fitzgeralds Las Vegas, Inc., a Nevada
         corporation, one of the Debtors and debtors-in-possession in the
         Chapter 11 Cases pending before the Bankruptcy Court.

                  1.1.53   FMC. Fitzgeralds Management Corporation, a Nevada
         corporation, one of the Non-Debtor Affiliates and a wholly-owned
         subsidiary of FGC.

                  1.1.54   FMI. Fitzgeralds Mississippi, Inc., a Mississippi
         corporation, one of the Debtors and debtors-in-possession in the
         Chapter 11 Cases pending before the Bankruptcy Court.

                  1.1.55   FRI. Fitzgeralds Reno, Inc., a Nevada corporation,
         one of the Debtors and debtors-in-possession in the Chapter 11 Cases
         pending before the Bankruptcy Court.

                  1.1.56   FRI BOARD OF DIRECTORS. The duly constituted and
         acting directors of FRI.

                  1.1.57   FSI. Fitzgeralds South, Inc., a Nevada corporation,
         one of the Debtors and debtors-in-possession in the Chapter 11 Cases
         pending before the Bankruptcy Court.

                  1.1.58   FSI WARRANTS. Any warrants to purchase shares of
         Common Stock of FSI, formerly known as Fitzgeralds Gaming Corporation,
         issued in connection with the issuance of $36,000,000.00 in aggregate
         amount of Senior Secured Notes in February 1994.

                  1.1.59   FLI. Fitzgeralds Liquidation, Inc. a Delaware
         corporation.

                  1.1.60   FEDERAL JUDGMENT RATE. The rate of interest on
         judgments as provided for by 28 U.S.C. Section 1961 as of the Petition
         Date.


  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555


                                        6

<PAGE>

                  1.1.61   FINAL ORDER. An order, judgment or other decree of
         the Bankruptcy Court which has been appealed but which has not been
         vacated, reversed, modified or amended or stayed, or for which the time
         to appeal or seek review or rehearing has expired with no appeal having
         been filed.

                  1.1.62   FITZGERALDS BLACK HAWK. The remaining assets of the
         Fitzgeralds Black Hawk Casino previously owned and operated by 101
         Main.

                  1.1.63   FITZGERALDS LAS VEGAS. The remaining assets of the
         Fitzgeralds Las Vegas Hotel & Casino previously owned and operated by
         FLVI.

                  1.1.64   FITZGERALDS RENO. The assets comprising the
         Fitzgeralds Reno Hotel and Casino owned and operated by FRI.

                  1.1.65   FITZGERALDS TUNICA. The remaining assets of the
         Fitzgeralds Tunica Hotel and Casino previously owned and operated by
         FMI.

                  1.1.66   GAMING AUTHORITIES. Collectively, the applicable
         gaming and liquor licensing regulatory authorities of the States of
         Nevada, Colorado and Mississippi and the applicable counties, cities or
         other political subdivisions within such states and any other
         regulatory agency having the authority to regulate and license the
         gaming activities of the Debtors.

                  1.1.67   GENERAL UNSECURED CLAIM. A Claim that is not secured
         by a charge against or interest in property in which the Estates have
         AN interest and is not an Administrative Claim, Priority Tax Claim,
         Priority Benefit Plan Contribution Claim, Preserved Ordinary Course
         Administrative Claim for Professional Fees, Priority Wage Claim, nor
         Priority Customer Deposit Claim and is neither contractually nor
         legally subordinated to the Noteholder Deficiency Claims. General
         Unsecured Claims shall exclude Noteholder Deficiency Claims and Claims
         payable from non-Estate assets, such as insurance, but shall include
         all Claims arising under Section 502(g) of the Bankruptcy Code.

                  1.1.68   GOVERNMENTAL OR REGULATORY AUTHORITY. Any Gaming
         Authority, court, tribunal, arbiter, authority, agency, commission,
         official or other instrumentality in the United States, any foreign
         country or any domestic or foreign, county, city or other political
         subdivision.

                  1.1.69   INDENTURE. The Indenture dated as of December 31,
         1997 among FGC, as obligor, the Operating Companies, FSI, FI, FBHI,
         FFEC and FBHII as guarantors, and The Bank of New York, a New York
         banking corporation, as trustee, pursuant to which the Notes were
         issued by FGC.

                  1.1.70   INDENTURE TRUSTEE. The Bank of New York, or such
         other successor trustee, under the Indenture.

                  1.1.71   INDENTURE TRUSTEE PROFESSIONAL FEES AND COSTS
         PAYMENTS. The fees and costs of the Indenture Trustee's professionals
         reimbursed by the Debtor prior to the

 GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                        7

<PAGE>

         Petition Date pursuant to the Restructuring Agreement and paid by the
         Debtors subsequent to the Petition Date pursuant to the Cash Collateral
         Order.

                  1.1.72   INFORMAL COMMITTEE. The Informal Committee of
         Noteholders comprised of Consenting Noteholders.

                  1.1.73   INFORMAL COMMITTEE PROFESSIONALS. Ropes & Gray, Jones
         Vargas and Houlihan, Lokey, Howard & Zukin and such other professionals
         retained by the Informal Committee from time-to-time.

                  1.1.74   INFORMAL COMMITTEE PROFESSIONALS FEES AND COSTS
         PAYMENTS. The fees and costs of the Informal Committee Professionals
         reimbursed by the Debtors prior to the Petition Date pursuant to the
         Restructuring Agreement and paid by the Debtor subsequent to the
         Petition Date pursuant to the Cash Collateral Order.

                  1.1.75   INTERCOMPANY CLAIMS. All Claims owed by any Debtor to
         any other Debtor.

                  1.1.76   IRS. The Internal Revenue Service.

                  1.1.77   LIEN. This term shall have the meaning set forth in
         Section lOl(37) of the Bankruptcy Code.

                  1.1.78   LIQUIDATION DATE. This term shall have the meaning
         set forth in the Restructuring Agreement.

                  1.1.79   LITIGATION CLAIMS. All rights, claims, torts, liens,
         liabilities, obligations, actions, causes of action, Avoidance Actions,
         proceedings, debts, contracts, judgments, damages and demands
         whatsoever in law or in equity, whether known or unknown, contingent or
         otherwise, that the Debtors or the Estates may have against any Person,
         including but not limited to, those listed on Schedule 1.1.79 to this
         Plan. Failure to list a Litigation Claim on Schedule 1.1.79 to this
         Plan shall not constitute a waiver or release by the Debtors of such
         Litigation Claim.

                  1.1.80   MAJESTIC AGREEMENT. The Purchase and Sale Agreement
         dated as of November 22, 2000, as amended, entered by and among
         Majestic Investor, as purchaser, FLVI, 101 Main and FMI, as sellers,
         FGC, and certain affiliates of sellers and FGC regarding Fitzgeralds
         Las Vegas, Fitzgeralds Black Hawk and Fitzgeralds Tunica.

                  1.1.81   MAJESTIC INVESTOR. Majestic Investor Holdings, LLC, a
         Delaware limited liability company.

                  1.1.82   NCI. Nevada Club, Inc., a Nevada corporation, one of
         the Non-Debtor Affiliates and a wholly-owned subsidiary of FGC.

                  1.1.83   NRS CHAPTER 92A. Chapter 92A of Nevada Revised
         Statutes, or any successor statute(s).

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                        8

<PAGE>

                  1.1.84   NET DISTRIBUTABLE CASH. This term shall have the
         meaning set forth in the Restructuring Agreement.

                  1.1.85   NEVADA SECRETARY. Secretary of State of the State of
         Nevada.

                  1.1.86   NEW COMMON STOCK. The authorized shares of common
         stock of Reorganized FGC, par value of $.01 per share.

                  1.1.87   NEW FGC. Arabella Acquisition, Inc., a Delaware
         corporation.

                  1.1.88   NEW SCOUT NOTE. "New Scout Note" means a note in the
         principal amount of the outstanding principal amount of the Scout Note
         as of the Effective Date, with an interest rate of 5% per annum,
         monthly amortization of principal in an amount equal to 1/192 of the
         initial outstanding principal amount, a final maturity date of the
         third anniversary of the Effective Date and all other terms identical
         to the Scout Note.

                  1.1.89   NON-DEBTOR AFFILIATES. FMC, FAMI and NCI, each an
         Affiliate of the Debtors and A direct or indirect subsidiary of one or
         more Debtors.

                  1.1.90   NOTEHOLDER DEFICIENCY CLAIMS. The unsecured
         deficiency Claim of the Indenture Trustee and Noteholders representing
         the balance of the Allowed Claim of the Indenture Trustee and the
         Noteholders after receipt by the Indenture Trustee and the Noteholders
         of the proceeds of the Collateral for their Allowed Secured Claims.

                  1.1.91   NOTEHOLDERS. The beneficial holders of Notes.

                  1.1.92   NOTES. The 12.25% Senior Secured Notes due 2004 in
         the principal amount of $205,000,000.00, issued by FGC as obligor.

                  1.1.93   NOTES SECURITY DOCUMENTS. The deed of trust, security
         agreement, financing statements and fixture filings dated as of
         December 31, 1997 and all other documents executed by Debtors pursuant
         to the Indenture to secure the obligations evidenced by the Notes.

                  1.1.94   OLD FGC COMMON STOCK. The shares of common stock,
         $0.01 par value, of FGC issued and outstanding immediately prior to the
         Effective Date, and all options, warrants, including the FSI Warrants,
         and similar rights related thereto whether contractual or otherwise, to
         acquire such shares of common stock, and all shares or other securities
         or instruments convertible or otherwise exchangeable for such shares of
         common stock.

                  1.1.95   OLD FGC PREFERRED STOCK. The shares of preferred
         stock of FGC issued and outstanding immediately prior to the Effective
         Date, including the cumulative redeemable preferred stock of FGC issued
         pursuant to a Certificate of Designation of Preferences Rights dated
         the 8th day of December, 1995 and all options, warrants and rights
         related thereto whether contractual or otherwise, to acquire any such
         preferred stock.

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                        9

<PAGE>

                  1.1.96   101 MAIN. 101 Main Street Limited Liability Company,
         a Colorado limited liability company, one of the Debtors and
         debtors-in-possession in the Chapter 11 Cases pending before the
         Bankruptcy Court.

                  1.1.97   101 MAIN MANAGING MEMBER. The duly constituted and
         acting managing member of 101 Main.

                  1.1.98   OPERATING COMPANIES. Collectively, FLVI, FMI, 101
         Main and FRI.

                  1.1.99   OPERATING PLEADINGS. The first day motions filed by
         Debtors to continue normal business operations of the Debtors during
         the Chapter 11 Cases filed on the Petition Date and by orders entered
         by the Bankruptcy Court on the Petition Date, approving such first day
         motions which orders have subsequently become Final Orders.

                  1.1.100  PERSON. An individual, corporation, limited liability
         company, partnership, association, joint stock company, joint venture,
         estate, trust, unincorporated organization or government, governmental
         unit or any subdivision thereof or any other entity.

                  1.1.101  PETITION DATE. December 5, 2000, the date on which
         the Debtors filed their voluntary petitions commencing the Chapter 11
         Cases.

                  1.1.102  PLAN. This plan of reorganization, either in its
         present form or as it may be amended, supplemented or modified from
         time to time, including all exhibits and schedules annexed hereto or
         referenced herein.

                  1.1.103  PLAN DISTRIBUTION CASH. The Cash to be paid pursuant
         to this Plan to the holders of Allowed Claims in all Classes and
         Allowed unclassified Claims as provided for in this Plan on and after
         the Effective Date, including (i) reserves for Disputed Claims, or (ii)
         Administrative Claims, Professional Fees and Preserved Ordinary Course
         Administrative Claims not yet allowed and paid.

                  1.1.104  PLAN SUPPLEMENT. The supplement filed with the
         Bankruptcy Court which contains additional exhibits to this Plan, as
         such exhibits may be subsequently amended, modified or supplemented.
         The Plan Supplement shall be a part of this Plan as if such exhibits
         were set forth more fully herein.

                  1.1.105  POST-PETITION DATE CASH DISTRIBUTION. This term
         refers to and means the distribution of Cash to the Indenture Trustee
         after the Petition Date pursuant to Section 4.2 of the Restructuring
         Agreement and the Cash Collateral Order.

                  1.1.106  PRE-PETITION DATE EXCESS CASH DISTRIBUTION. This term
         refers to and means the distribution of Cash to the Indenture Trustee
         pursuant to Section 4.1 of the Restructuring Agreement.

                  1.1.107  PRESERVED ORDINARY COURSE ADMINISTRATIVE CLAIM.
         Administrative Claims that are based on liabilities incurred by FGC and
         FRI in the purchase, lease or use of goods and services in the ordinary
         course of their business, including but not limited

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                       10

<PAGE>

         to, Administrative Claims due on account of services provided to the
         Debtors after the Petition Date.

                  1.1.108  PRIORITY BENEFIT PLAN CONTRIBUTION CLAIM. Any Claim
         against an Operating Company and FGC entitled to priority in payment
         under Section 507(a)(4) of the Bankruptcy Code.

                  1.1.109  PRIORITY CUSTOMER DEPOSITS CLAIM. Any Claim against
         an Operating Company and FGC entitled to priority in payment under
         Section 507(a)(6) of the Bankruptcy Code.

                  1.1.110  PRIORITY TAX CLAIM. Any Claim against any of the
         Debtors entitled to priority in payment under Section 507(a)(8) of the
         Bankruptcy Code.

                  1.1.111  PRIORITY WAGE CLAIM. Any Claim against an Operating
         Company and FGC entitled to priority in payment under Section 507(a)(3)
         of the Bankruptcy Code.

                  1.1.112  PRO RATA. The ratio of an Allowed Claim or Allowed
         Equity Security interest in a particular class to the aggregate amount
         of all such Allowed Claims or Allowed Equity Security interests in any
         such Class.

                  1.1.113  PROFESSIONAL FEES. The Administrative Claims for
         compensation and reimbursement submitted pursuant to Sections 330, 331
         or 503(b) of the Bankruptcy Code of Persons: (i) employed pursuant to
         an order of the Bankruptcy Court under Sections 327 or 1103 of the
         Bankruptcy Code; or (ii) for whom compensation and reimbursement has
         been allowed by the Bankruptcy Court pursuant to Section 503(b) of the
         Bankruptcy Code or by other Final Order, which includes Informal
         Committee Professionals Fees and Costs Payments and Indenture Trustee
         Professional Fees and Costs Payments.

                  1.1.114  PROTOCOL MOTION. The Motion for Order Approving
         Procedures for Sale of Assets Free and Clear of Liens, Claims and
         Interests and Assumption and Assignment of Certain Executory Contracts
         and Unexpired Leases filed on the Petition Date seeking to establish
         the procedures by which sales of Operating Companies shall be
         documented, advertised and brought before the Bankruptcy Court for
         approval.

                  1.1.115  PROTOCOL ORDER. The Final Order entered by the
         Bankruptcy Court on December 21,2000 approving the Protocol Motion, as
         amended and in effect.

                  1.1.116  REINSTATED OR REINSTATEMENT. These terms shall mean:
         (i) leaving unaltered the legal, equitable and contractual rights of
         the holder of a Claim so as to leave such Claim unimpaired in
         accordance with Section 1124 of the Bankruptcy Code; or (ii)
         notwithstanding any contractual provision or applicable law that
         entitles the holder of such Claim to demand or receive accelerated
         payment of such Claim after the occurrence of a default: (a) Curing any
         such default that occurred before or after the Petition Date, other
         than a default of a kind specified in Section 365(b)(2) of the
         Bankruptcy Code; (b) reinstating the maturity of such Claim as such
         maturity existed before such default; (c) compensating the holder of
         such Claim for any damages incurred as a result of any reasonable
         reliance by such holder on such contractual provision or such
         applicable law;

   GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
     (702)796-5555

                                       11

<PAGE>

         and (d) not otherwise altering the legal, equitable, or contractual
         rights to which such Claim entitles the holder of such Claim; provided,
         however, that any contractual right that does not pertain to the
         payment when due of principal and interest on the obligation on which
         such Claim is based, including, but not limited to, financial covenant
         ratios, negative pledge covenants, covenants or restrictions on merger
         or consolidation, and affirmative covenants regarding corporate
         existence prohibiting certain transactions or actions contemplated by
         this Plan, or conditioning such transactions or actions on certain
         factors, shall not be required in order to accomplish Reinstatement.

                  1.1.117  RENO GARAGE LEASE "Reno Garage Lease" means the
         Ground Lease dated March 1, 1978 between Southern Pacific
         Transportation Company and Donald L. Wilkerson, as amended,
         supplemented, modified and in effect as of the Petition Date.

                  1.1.118  REORGANIZED DEBTOR(s). This term shall mean
         collectively, Reorganized FGC, Reorganized FRI and Reorganized FLI.

                  1.1.119  REORGANIZED FGC. The corporation resulting from the
         merger of FGC with and into New FGC.

                  1.1.120  REORGANIZED FGC ARTICLES. The Restated Certificate of
         Incorporation of Reorganized FGC, which shall be substantially in the
         form filed with the Bankruptcy Court as part of the Plan Supplement.

                  1.1.121  REORGANIZED FGC BY-LAWS. The Restated By-Laws of
         Reorganized FGC, which shall be substantially in the form filed with
         the Bankruptcy Court as part of the Plan Supplement.

                  1.1.122  REORGANIZED FLI. The corporation resulting from the
         merger of FSI with and into FLI that, prior to the Effective Date, will
         be a wholly-owned subsidiary of FSI.

                  1.1.123  REORGANIZED FRI. FRI on and after the Effective Date.

                  1.1.124  REORGANIZED FRI ARTICLES. The Restated Certificate of
         Incorporation of Reorganized FRI, which shall be substantially in the
         form filed with the Bankruptcy Court as part of the Plan Supplement.

                  1.1.125  REORGANIZED FRI BY-LAWS. The Restated By-Laws of
         Reorganized FRI, which shall be substantially in the form filed with
         the Bankruptcy Court as part of the Plan Supplement.

                  1.1.126  RESERVE AMOUNT. This term shall have the meaning as
         set forth in the Restructuring Agreement.

                  1.1.127  RESIDUAL ASSETS. This term shall have the meaning set
         forth in the Restructuring Agreement, except that this shall not
         include Residual Assets of FGC or FRI.

  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       12

<PAGE>

                  1.1.128  RESTATED GARAGE DEED OF TRUST. "Reno Garage Lease"
         means the Ground Lease dated March 1, 1978 between Southern Pacific
         Transportation Company and Donald L. Wilkerson, as amended,
         supplemented, modified and in effect as of the Petition Date.

                  1.1.129  RESTRUCTURING AGREEMENT. That certain Restructuring
         Agreement dated as of December 1, 2000 entered by and amongst Debtors,
         Senior Management and the Consenting Noteholders, as amended, and in
         effect.

                  1.1.130  RETENTION PAYMENT. This term shall have the meaning
         ascribed to it in Section 5.4 of the Restructuring Agreement.

                  1.1.131  RISK MANAGEMENT CONTRACTS. This shall include the
         following contracts:

                           A.       Service Agreement for Workers' Compensation
                                    Self-Insurance Program effective June 1,2001
                                    with Meritage Employer Services, LLC;

                           B.       Liability Claims Investigation, Adjustment
                                    and Management Agreement dated as of June 1,
                                    2001 with Meritage Employer Services, LLC;

                           C.       Claims Processing and Managed Care Services
                                    Contract dated as of June 1,2001 with
                                    Meritage Employer Services, LLC; and

                           D.       Consulting Contract dated as of June 1, 2001
                                    with Meritage Employer Services, LLC;

                  1.1.132  SCHEDULES. The schedules of assets and liabilities
         and any amendments thereto filed by the Debtors with the Bankruptcy
         Court in accordance with Section 521(1) of the Bankruptcy Code.

                  1.1.133  SCOUT NOTE. "Scout Note" means the $2,2500,000 - Note
         dated February 1, 2000 made by FRI payable to Scout Development
         Corporation.

                  1.1.134  SEC. The United States Securities and Exchange
         Commission.

                  1.1.135  SECURED CLAIM. A Claim that is secured by a Lien
         against property of the Estates to the extent of the value of any
         interest in such property of the Estates securing such Claim or to the
         extent of the amount of such Claim subject to setoff in accordance with
         Section 553 of the Bankruptcy Code, in either case as determined
         pursuant to Section 506(a) of the Bankruptcy Code.

                  1.1.136  SECURED TAX CLAIMS. The Claim of any state or local
         governmental unit which is secured by a Lien against property owned by
         the Debtors by operation of applicable law, including, but not limited
         to, every such Claim for unpaid real and personal property taxes
         together with statutory interest.

  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555


                                       13

<PAGE>

                  1.1.137  SECURITIES ACT. The Securities Act of 1933, as
         amended.

                  1.1.138  SENIOR MANAGEMENT. Collectively, Phillip D. Griffith,
         Michael E. McPherson, Paul H. Manske and Max L. Page.

                  1.1.139  SENIOR MANAGEMENT INCENTIVE PROGRAM. The ordinary
         course compensation, benefits and bonuses, Cash Distribution Incentive,
         Retention Payment and Executive Payment payable to Senior Management as
         set forth in Article V of the Restructuring Agreement and approved by
         the Compensation Order.

                  1.1.140  STATUTORY COMMITTEE. Collectively, any committee
         appointed pursuant to Section 1102 of the Bankruptcy Code.

                  1.1.141  SUBORDINATED CLAIM. Any Claim or Equity Security
         interest subordinated, for purposes of distribution or otherwise,
         pursuant to Section 510 of the Bankruptcy Code.

                  1.1.142  SUBSIDIARIES. FMI, FRI, 101 Main, FLVI, FBHI, FBHII,
         FFEC, FSI, FI and the Non-Debtor Affiliates.

                  1.1.143  SUBSIDIARIES BOARD OF DIRECTORS. The duly constituted
         and acting board of directors of the respective Subsidiaries, except
         for 101 Main which is managed by the 101 Main Managing Member.

                  1.1.144  SUBSIDIARY EQUITY INTEREST. Any Equity Security
         interest in any of the Subsidiaries that are Debtors, including any
         limited liability membership interests, represented by any class or
         series of common or preferred stock, limited liability membership
         interests and any warrants, options, redemption rights, dividend
         rights, liquidation preferences or rights to purchase any such common
         or preferred stock or limited liability membership interests issued by
         the Subsidiaries prior to the Effective Date.

                  1.1.145  SUBSIDIARY GUARANTEES. The guarantees by any
         Subsidiary of the obligations of FGC under the Notes and Indenture.

                  1.1.146  TAIL LIABILITY. Any and all pre-Effective Date
         Allowed Claims (excluding the Notes) and Allowed unclassified Claims of
         any of the Debtors (excluding FGC and FRI) not assumed in connection
         with the purchase of the assets or the stock of the Operating
         Companies.

                  1.1.147  363 MOTION. The Motion filed pursuant to Section 363
         of the Bankruptcy Code with the Bankruptcy Court on March 19, 2001,
         authorizing the sale of the assets of FMI, 101 Main and FLVI to
         Majestic Investor and any similar motion filed by one or more of the
         Debtors seeking an order authorizing the sale of the assets of FRI or
         the common stock of FRI free and clear of Liens and the assignment (and
         in some cases the assumption) of certain assumed executory contracts
         and unexpired leases pursuant to Section 365 of the Bankruptcy Code in
         accordance with the Protocol Order.

  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555


                                       14

<PAGE>

                  1.1.148  363 ORDER. Any Final Order of the Bankruptcy Court
         approving a 363 Motion.

                  1.1.149  TAXES. All income, gaming, franchise, excise, sales,
         use, employment, withholding, property, payroll or other taxes,
         assessments, of governmental charges, together with any interest
         penalties, additions to tax, fines, and similar amounts relating
         thereto, imposed or collected by any federal, state, local or foreign
         governmental authority.

                  1.1.150  VOTING RECORD DATE. The date established by the
         Bankruptcy Court for purposes of voting on this Plan by Noteholders and
         the Indenture Trustee.

         1.2.     COMPUTATION OF TIME. In computing any period of time
prescribed or allowed by this Plan, unless otherwise expressly provided, the
provisions of Bankruptcy Rule 9006(a) shall apply.

         1.3.     RULES OF INTERPRETATION. For purposes of this Plan only; (i)
any reference in this Plan to a contract, instrument, release, indenture, or
other agreement or documents being in particular form or on particular terms and
conditions means that such document shall be substantially in such form or
substantially on such terms and conditions; (ii) any reference in this Plan to
an existing document or exhibit filed or to be filed means such document or
exhibit as it may have been or may be amended, modified, or supplemented; (iii)
unless otherwise specified, all references in this Plan to Sections, Articles,
Schedules and Exhibits are references to Sections, Articles, Schedules and
Exhibits of or to this Plan; (iv) the words "herein," "hereof;""hereto," and
"hereunder" refer to this Plan in its entirety rather than to a particular
portion of this Plan; (v) captions and headings to Articles and Sections are
inserted for convenience of reference only and are not intended to be a part of
or to affect the interpretation of this Plan; and (vi) the rules of construction
and definitions set forth in Sections 101 and 102 of the Bankruptcy Code and in
the Bankruptcy Rules shall apply unless otherwise expressly provided.

2.       TREATMENT OF UNCLASSIFIED CLAIMS

         2.1.     GENERAL. Pursuant to Section 1123(a)(1) of the Bankruptcy
Code, the Claims against the Debtors set forth in this Article 2 are not
designated as Classes. The holders of such Claims are not entitled to vote on
this Plan. The treatment of the Claims set forth below is consistent with the
requirements of Section 1129(a)(9)(A) of the Bankruptcy Code.

         2.2.     TREATMENT OF ADMINISTRATIVE CLAIMS.

                  2.2.1    GENERALLY. Each Allowed Administrative Claim, other
         than Preserved Ordinary Course Administrative Claims treated below,
         shall be paid in full from Plan Distribution Cash (or otherwise
         satisfied in accordance with its terms) upon the latest of: (i) the
         Distribution Date; (ii) such date as may be fixed by the Bankruptcy
         Court, or as soon thereafter as practicable; (iii) the tenth (10th)
         Business Day after such Claim is Allowed, or as soon thereafter as
         practicable; and (iv) such date as the holder of such Claim and Debtors
         or Reorganized Debtors shall agree upon.

                  2.2.2    REQUESTS FOR PAYMENT. All requests for payment of
         Administrative Claims against Debtors and all final applications for
         allowance and disbursement of

  GORDON & SILVER, LTD.
    ATTORNEYS AT LAW
    FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702)796-5555

                                       15

<PAGE>

         Professional Fees must be filed by the Administrative Claims Bar Date
         or the holders thereof shall be forever barred from asserting such
         Administrative Claims against the Debtors and any of the Reorganized
         Debtors; provided, however, that with regard to any Administrative
         Claims arising as a result of assessments of any taxes due by Debtors
         for tax years up to and including the Effective Date, the
         Administrative Claims Bar Date shall be extended to that date provided
         for by the Internal Revenue Code and Regulations for the assessment of
         taxes due for such taxable years; provided further however, that in the
         event that Debtors or Reorganized Debtors request a prompt assessment
         under Section 6501(d) of the Internal Revenue Code, the Administrative
         Claims Bar Date shall be the 30th day following the 18 month period
         provided under Section 6501(d) of the Internal Revenue Code. All
         Professional Fees applications must be in compliance with all of the
         terms and provisions of any applicable order of the Bankruptcy Court,
         including the Confirmation Order, and all other orders governing
         payment of Professional Fees. All Professional Fees applications may be
         later amended to include any fees and costs incurred after the
         Effective Date.

                  2.2.3    ALLOWED PRESERVED ORDINARY COURSE ADMINISTRATIVE
         CLAIMS. Each Allowed Preserved Ordinary Course Administrative Claim not
         paid by FRI or FGC prior to the Effective Date shall be paid, performed
         or settled by the Reorganized Debtor that is the successor to the
         Estate against which such Preserved Ordinary Course Administrative
         Claim originally arose, pursuant to the terms and conditions under
         which such Claim arose.

         2.3.     EXECUTIVE INCENTIVE CLAIMS.

                  2.3.1    RETENTION AND SEVERANCE. Upon the closing of the sale
         pursuant to the Majestic Agreement, $2,400,000.00 earmarked for payment
         of the Retention Payment was placed in escrow established pursuant to
         the Escrow Agreement dated December 1, 2000. Provided each of the
         Executives is paid his Retention Payment from the escrowed funds, each
         of the Executives shall have no Administrative Claim in respect of
         their Retention Payment against Debtors' estates or the Reorganized
         Debtors. Each such Executive shall receive payment of his Retention
         Payment from the escrowed funds in full in Cash on the Effective Date
         if not already distributed to the Executives as provided for in the
         Compensation Order or Restructuring Agreement.

                  2.3.2    CASH DISTRIBUTION INCENTIVE. Each of the Executives
         shall have, in addition to such rights regarding Distributable Cash, an
         Allowed Administrative Claim (the "Cash Incentive Claims") in respect
         of amounts owing and unpaid to them pursuant to Section 5.2 of the
         Restructuring Agreement which, except for the Reserve Amount, shall be
         paid to the Executives on the Effective Date pursuant to Section 6.1.7
         of this Plan. The Reserve Amount shall be paid to the Executives from
         time-to-time as provided for in the Restructuring Agreement.

         2.4.     ALLOWED PRIORITY TAX CLAIMS. Each Allowed Priority
         Tax Claim, if any, will be paid in full from Plan Distribution Cash the
         later of (i) the Distribution Date; (ii) the tenth (10th) Business Day
         after the date on which an order allowing such Claim becomes a Final
         Order; or (iii) such other time as is agreed to by the holder of such
         Claim and the Debtors prior to the Effective Date or the Reorganized
         Debtors after the Effective Date. From and after the Effective Date and
         until any Allowed Priority Tax Claim is paid in full, the unpaid
         balance, if any, of such Allowed

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                      16

<PAGE>

Priority Tax Claim shall accrue interest fixed at the rate per annum equal to
the rate provided for by Internal Revenue Code Sections 6621 and 6622, in effect
on the Effective Date.

3.       DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS

         Pursuant to this Plan and in accordance with Section 1123(a)(1) of the
Bankruptcy Code, all Claims of Creditors and the holders of Equity Securities
(except Administrative Claims, Priority Tax Claims and Preserved Ordinary Course
Administrative Claims) are placed in the Classes described below. A Claim or
Equity Security is classified in a particular Class only to the extent that the
Claim or Equity Security qualifies within the description of that Class and is
classified in other Classes only to the extent that any remainder of the Claim
or Equity Security qualifies within the description of such other Classes. A
Claim is also classified in a particular Class only to the extent that such
Claim is an Allowed Claim in that Class and has not been paid, released or
otherwise satisfied prior to the Effective Date. With respect to Classes of
Claims described as unimpaired under the Plan, except as otherwise provided
under this Plan, nothing shall affect the rights and legal and equitable
defenses of the Estates and Reorganized Debtors regarding such Claims classified
as unimpaired under this Plan, including but not limited to, all rights in
respect of legal and equitable defenses to setoff or recoupment against such
Claims.

         3.1.     SUMMARY OF CLASSIFICATION.

<TABLE>
<S>                   <C>                                 <C>
Class 1:              Priority Wage Claims                Unimpaired
                                                          -    no solicitation required

---------------------------------------------------------------------------------------
Class 2:              Priority Benefit                    Unimpaired
                      Plan Contribution Claims            -    no solicitation required

---------------------------------------------------------------------------------------
Class 3:              Priority Customer Deposit           Unimpaired
                      Claims                              -    no solicitation required

---------------------------------------------------------------------------------------
Class 4:              Secured Tax Claims                  Unimpaired
                                                          -    no solicitation required

---------------------------------------------------------------------------------------
Class 5:              Miscellaneous Secured               Unimpaired
                      Claims                              -    no solicitation required

---------------------------------------------------------------------------------------
Class 6:              Noteholder Secured Claims           Impaired
                                                          -    entitled to vote
                                                          -    solicitation required

---------------------------------------------------------------------------------------
Class 7:              Convenience Class Claims            Unimpaired
                                                          -    not entitled to vote
                                                          -    no solicitation required

---------------------------------------------------------------------------------------
</TABLE>

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       17

<PAGE>

<TABLE>
<S>                    <C>                                  <C>
Class 8:               General Unsecured Claims             Impaired
                                                            -   entitled to vote
                                                            -   solicitation required

----------------------------------------------------------------------------------------
Class 9:               Noteholder Deficiency                Impaired
                       Claims                               -   entitled to vote
                                                            -   solicitation required

----------------------------------------------------------------------------------------
Class 10:              Intercompany Claims                  Impaired
                                                            -   deemed to have voted no
                                                            -   no solicitation required

----------------------------------------------------------------------------------------
Class 10:              Subsidiary Equity Securities         Impaired
                                                            -   deemed to have voted no
                                                            -   no solicitation required

----------------------------------------------------------------------------------------
Class 12:              Old FGC Preferred Stock              Impaired
                                                            -   deemed to have voted no
                                                            -   no solicitation required

----------------------------------------------------------------------------------------
Class 13:              FSI Warrant Claims                   Impaired
                                                            -   deemed to have voted no
                                                            -   no solicitation required

----------------------------------------------------------------------------------------
Class 14:              Old FGC Common Stock                 Impaired
                                                            -   deemed to have voted no
                                                            -   no solicitation required

----------------------------------------------------------------------------------------
</TABLE>

         3.2.     SPECIFIC CLASSIFICATION.

                  3.2.1    CLASS 1: PRIORITY WAGE CLAIMS. Class 1 consists of
         all Priority Wage Claims against Debtors.

                  3.2.2    CLASS 2: PRIORITY BENEFIT PLAN CONTRIBUTION CLAIMS.
         Class 2 consists of all Priority Benefit Plan Contribution Claims
         against Debtors.

                  3.2.3    CLASS 3: PRIORITY CUSTOMER DEPOSIT CLAIMS. Class 3
         consists of all Priority Customer Deposit Claims against Debtors.

                  3.2.4    CLASS 4: SECURED TAX CLAIMS. Class 4 consists of all
         Secured Tax Claims against Debtors. Each holder of a Secured Tax Claim
         shall be considered to be in its own separate subclass within Class 4,
         and each such subclass shall be deemed to be a separate Class for
         purposes of this Plan.

                  3.2.5    CLASS 5: MISCELLANEOUS SECURED CLAIMS. Class 5
         consists of all Secured Claims against Debtors, other than Secured
         Claims in Class 4 and Class 6. Each holder of a Miscellaneous Secured
         Claim shall be considered to be in its own separate subclass within

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       18

<PAGE>

         Class 5, and each such subclass shall be deemed to be a separate Class
         for purposes of this Plan.

                  3.2.6    CLASS 6: NOTEHOLDER SECURED CLAIMS. Class 6 consists
         of the Secured Claims of the Indenture Trustee and Noteholders under
         the Notes.

                  3.2.7    CLASS 7: CONVENIENCE CLASS CLAIMS. Class 7 consists
         of all Allowed General Unsecured Claims held and controlled by a
         Creditor in an aggregate amount of $25,000.00 or less, or in an
         aggregate amount greater than $25,000.00, but which Creditor elects on
         the Ballot to reduce to an aggregate of $25,000.00. If, at any time
         prior to the Effective Date, an eligible Creditor holds or controls
         (whether directly or indirectly) more than one Allowed General
         Unsecured Claim, the Creditor must aggregate all such Allowed General
         Unsecured Claims and elect to take not more than $25,000.00 to have
         such Allowed General Unsecured Claims treated in this Class 7.

                  3.2.8    CLASS 8: GENERAL UNSECURED CLAIMS. Class 8 consists
         of all General Unsecured Claims against Debtors other than Class 7
         Convenience Class Claims.

                  3.2.9    CLASS 9: NOTEHOLDER DEFICIENCY CLAIMS. Class 9
         consists of the Noteholder Deficiency Claims.

                  3.2.10   CLASS 10 INTERCOMPANY CLAIMS. Class 10 consists of
         all Intercompany Claims amongst the Debtors.

                  3.2.11   CLASS 11: SUBSIDIARY EQUITY SECURITIES. Class 11
         consists of the Subsidiary Equity Securities all of which are held by
         various of Debtors.

                  3.2.12   CLASS 12: OLD FGC PREFERRED STOCK. Class 12 consists
         of Old FGC Preferred Stock.

                  3.2.13   CLASS 13: FSI WARRANT CLAIMS. Class 13 consists of
         FSI Warrant Claims.

                  3.2.14   CLASS 14: OLD FGC COMMON STOCK. Class 14 consists of
         Old FGC Common Stock and any other FGC Equity Interests not addressed
         in this Plan.

4.       DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES OF CLAIMS NOT
         IMPAIRED BY THIS PLAN

         4.1.     CLASS 1 - PRIORITY WAGE CLAIMS. Each Allowed Priority Wage
Claim, if any, shall be paid in full from Plan Distribution Cash by the
applicable Reorganized Debtor upon the latest of: (i) the Distribution Date;
(ii) such date as may be fixed by the Bankruptcy Court; (iii) the tenth (10th)
Business Day after such Claim is Allowed, or as soon thereafter as practicable;
and (iv) such date as the holder of such Claim and the Debtors, and after the
Effective Date, the applicable Reorganized Debtor shall agree. Class 1 is
unimpaired under this Plan. Holders of Claims in Class 1 are not entitled to
vote on this Plan.

         4.2.     CLASS 2 - PRIORITY BENEFIT PLAN CONTRIBUTION CLAIMS. Each
Allowed Priority Benefit Plan Contribution Claim, if any, shall be paid in full
from Plan Distribution Cash by the

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY,
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       19

<PAGE>

applicable Reorganized Debtor upon the latest of: (i) the Distribution Date;
(ii) such date as may be fixed by the Bankruptcy Court; (iii) the tenth (10th)
Business Day after such Claim is Allowed, or as soon thereafter as practicable;
and (iv) such date as the holder of such Claim, and the Debtors, and after the
Effective Date, the applicable Reorganized Debtor shall agree. Class 2 is
unimpaired under this Plan. Holders of Claims in Class 2 are not entitled to
vote on this Plan.

         4.3.     CLASS 3 - PRIORITY CUSTOMER DEPOSIT CLAIMS. Each Allowed
Priority Customer Deposit Claim, if any, shall be paid in full from Plan
Distribution Cash by the applicable Reorganized Debtor upon the latest of: (i)
the Distribution Date; (ii) such date as may be fixed by the Bankruptcy Court;
(iii) the tenth (10th) Business Day after such Claim is Allowed, or as soon
thereafter as practicable; (iv) such date as the holder of such Claim and the
Debtors, and after the Effective Date, the applicable Reorganized Debtor, shall
agree; and (v) a date when such Priority Customer Deposit Claim becomes due and
owing. Class 3 is unimpaired under this Plan. Holders of Claims in Class 3 are
not entitled to vote on this Plan.

         4.4.     CLASS 4 - SECURED TAX CLAIMS Each Allowed Secured Tax Claim
shall be paid in full from Plan Distribution Cash by the applicable Reorganized
Debtor upon the latest of: (i) the Distribution Date; (ii) such date as may be
fixed by the Bankruptcy Court; (iii) the tenth (10th) Business Day after such
Claim is Allowed, or as soon thereafter as practicable; (iv) the date on which
such Secured Tax Claim is scheduled to be paid under applicable law or
regulation; and (v) such date as the holder of such Claim and the Debtors, and
after the Effective Date, the applicable Reorganized Debtor shall agree. Class 4
is unimpaired under this Plan. Holders of Claims in Class 4 are not entitled to
vote on this Plan.

         4.5.     CLASS 5 - MISCELLANEOUS SECURED CLAIMS. At the option of the
applicable Reorganized Debtors, the holder of any Allowed Secured Claim in Class
5 shall receive one (1) of the following alternative treatments or other
treatment agreed to between the Debtors and such holder:

                           a)       on the Distribution Date, or on such other
                  date thereafter as may be agreed to by the holder of such
                  Claim and the Debtors or the applicable Reorganized Debtor, as
                  the case may be, shall abandon the collateral securing such
                  Claim to the holder thereof in full satisfaction and release
                  of such Claim; or

                           b)       on the Distribution Date, the holder of such
                  Claim shall receive, on account of such Claim, Plan
                  Distribution Cash equal to its Allowed Secured Claim or such
                  lesser amount to which the holder of such Allowed Secured
                  Claim shall agree, in full satisfaction and release of such
                  Allowed Secured Claim.

         Class 5 is unimpaired under this Plan. Holders of Allowed Claims in
Class 5 are not entitled to vote on this Plan.

         4.6.     CLASS 7 - CONVENIENCE CLASS CLAIMS. Each holder of an Allowed
Convenience Class Claim shall be paid in full from Plan Distribution Cash by the
applicable Reorganized Debtor upon the latest of: (i) the Distribution Date;
(ii) the tenth (10th) Business Day after such Claim is Allowed, or as soon
thereafter as practicable; and (iii) such date as the holder of such Claim and
Debtors or the Reorganized Debtors have agreed or shall agree.

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       20

<PAGE>

         4.7.     INTEREST. All unimpaired Allowed Claims in Classes 1,2, 3 and
7 shall also be paid contemporaneous with payment of these Allowed Claims,
interest from the Petition Date at the Federal Judgment Rate.

5.       DESIGNATION OF AND PROVISIONS FOR TREATMENT OF CLASSES OF CLAIMS AND
         EQUITY SECURITIES IMPAIRED BY THIS PLAN

         5.1.     CLASS 6 - NOTEHOLDER SECURED CLAIMS. The Allowed Secured
Claims of Noteholders and the Indenture Trustee are impaired and shall be
treated as follows:

                  5.1.1    DISTRIBUTIONS. Class 6 Claims shall be satisfied by
         distribution of the following to each Noteholder as of the Distribution
         Record Date.

                  a)    the conditional receipt pursuant to bankruptcy-court
                        order, from the Petition Date through the date hereof,
                        of Distributable Cash;

                  b)    the granting of the releases set forth in Section 10.6,
                        which make unconditional and indefeasible the
                        distributions of Distributable Cash during these cases;
                        and

                  c)    the receipt of a portion of all of the New Common Stock
                        equal to the Collateral Value Percentage; each holder of
                        a Class 6 Claim shall receive its Pro Rata share of such
                        New Common Stock.

                  5.1.2    CASH OPTION FOR BONDHOLDERS. Each holder of a Class 6
         Claim that has elected its Ballot to receive the cash payment
         contemplated by Section 8.4 shall not receive the distribution on New
         Common Stock contemplated by Section 5.1.1 (c)

         5.2.     CLASS 8 - GENERAL UNSECURED CLAIMS. Each holder of an Allowed
General Unsecured Claim shall receive Plan Distribution Cash equivalent to 20%
of its Allowed General Unsecured Claim or other treatment agreed to between the
Debtors and such holder upon the latest of: (i) the Distribution Date; (ii) the
tenth (1Oth) Business Day after such Claim is Allowed, or as soon thereafter as
practicable; and (iii) such date as the holder of such Claim and applicable
debtor or the Reorganized Debtor has agreed or shall agree.

         5.3.     CLASS 9 - NOTEHOLDER DEFICIENCY CLAIMS.

                  5.3.1    DISTRIBUTIONS. Class 9 Claims shall be satisfied by
         the receipt of all of the New Common Stock that is not distributable to
         holders of Class 6 Claims. Each holder of a Class 9 Claim shall receive
         its Pro Rata share of such New Common Stock.

                  5.3.2    CASH OPTION FOR BONDHOLDERS. Each holder of a Class 9
         Claim that has elected on its Ballot to receive the cash payment
         contemplated by Section 8.4 shall not receive the distribution of New
         Common Stock contemplated by Section 5.3.1.

                  5.4.     CLASS 10 - INTERCOMPANY CLAIMS. All Intercompany
         Claims in existence on the Effective Date shall be extinguished and
         none of the Debtors shall receive any consideration from any other
         Debtor as a result of any Intercompany Claim.

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       21

<PAGE>

         5.5.     CLASS 11 - SUBSIDIARY EQUITY INTERESTS. All Subsidiary Equity
Interests (except as otherwise provided in Sections 6.1.4, 6.1.5 and 6.1.6 of
this Plan) and the FSI Equity Interest shall be canceled and terminated without
any further act or action under any applicable agreement, law, regulation, order
or rule.

         5.6.     CLASS 12 - OLD FGC PREFERRED STOCK. Holders of Old FGC
Preferred Stock shall receive nothing for their Old FGC Preferred Stock, and the
Old FGC Preferred Stock shall be canceled and extinguished without further act
or action under any applicable agreement, law, regulation, order or rule.

         5.7.     CLASS 13 - FSI WARRANT CLAIMS. Holders of FSI Warrant Claims
shall receive nothing for their FSI Warrant Claims, and the FSI Warrants shall
be canceled and extinguished without further act or action under any applicable
agreement, law, regulation, order or rule.

         5.8.     CLASS 14 - OLD FGC COMMON STOCK. Holders of Old FGC Common
Stock and any remaining FGC Equity Securities shall receive nothing for their
Old FGC Common Stock and remaining FGC Equity Securities, and the Old FGC Common
Stock shall be canceled and extinguished without further or action under any
applicable agreement, law, regulation, order or rule. Nothing contained herein
shall affect the right of a holder of Old FGC Common Stock to receive other
consideration elsewhere under this Plan or through Final Orders of the
Bankruptcy Court not related to the Old FGC Common Stock.

6.       MEANS FOR IMPLEMENTATION OF PLAN

         6.1.     PLAN IMPLEMENTATION STEPS OCCURRING ON EFFECTIVE DATE. On the
Effective Date, all of the assets of each Debtor's Estate, including all causes
of action and avoidance actions, shall be preserved and shall revest in the
Debtors free and clear of all liens, claims and encumbrances, and then the
following events shall occur in the following sequence:

                  6.1.1    MERGERS TO SIMPLIFY CORPORATE STRUCTURE. FGC shall
         cause all subsidiaries of FGC, including debtors and nondebtors, except
         FSI and FRI, to be merged with and into FSI pursuant to NRS Chapter
         92A, with FSI being the surviving entity in the mergers. On or before
         the Effective Date, FGC shall cause to be executed, and shall cause to
         be filed with the Nevada Secretary, the articles of merger and any
         related documents required for such mergers to be effective at the
         earliest time reasonably practicable on the Effective Date.

                  6.1.2    MERGERS TO CONVERT NEW CORPORATIONS TO DELAWARE
         CORPORATIONS. On or before the Effective Date, New FGC shall be formed.
         On the Effective Date, FGC shall merge with and into New FGC with New
         FGC being the surviving corporation, and then New FGC shall change its
         name to "Fitzgeralds Gaming Corporation." On or before the Effective
         Date, FSI shall form FLI, and on the Effective Date, following the
         mergers contemplated by Section 6.1.1, FSI shall merge with and into
         FLI, with FLI being the surviving corporation.

                  6.1.3    NEW COMMON STOCK. On the Effective Date, Reorganized
         FGC shall have one million (1,000,000) shares of New Common Stock
         authorized of which two hundred five thousand (205,000) shares shall be
         issued and outstanding, all of which shares

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       22

<PAGE>

         of New Common Stock shall, in accordance with this Plan, be issued to
         the Disbursing Agent in accordance with this Plan.

                  6.1.4    REORGANIZED FGC. As of the Effective Date, the
         certificates of Reorganized FGC shall be substantially in the forms of
         the Reorganized FGC Articles and Reorganized FGC By-Laws, which provide
         for, among other things, the authorization of any and all acts
         necessary to effectuate this Plan including, without limitation, the
         issuance of the New Common Stock. Such restated certificate of
         incorporation and by-laws shall also provide: (i) to the extent
         required by Section 1123(a) and (b) of the Bankruptcy Code, for a
         provision prohibiting the issuance of non-voting equity securities; and
         (ii) for the board of directors of Reorganized FGC to be comprised of
         three (3) directors, to be initially nominated by the Informal
         Committee no later than five (5) days prior to the commencement of the
         Confirmation Hearing. The initial members of the board of directors of
         Reorganized FGC shall serve until such directors, or their successors
         are elected at a properly noticed and constituted stockholders' meeting
         of Reorganized FGC. After the Effective Date, Reorganized FGC may amend
         and restate the Reorganized FGC Articles and Reorganized FGC By-Laws as
         permitted by applicable law.

                  6.1.5    REORGANIZED FRI. As of the Effective Date, the
         certificates of incorporation and bylaws of Reorganized FRI shall be
         amended substantially in the forms of the Reorganized FRI Articles and
         Reorganized FRI By-Laws, which provide for, among other things, the
         authorization of any and all acts necessary to effectuate this Plan.
         Such certificates of incorporation and by-laws shall also provide to
         the extent required by Section 1123(a) and (b) of the Bankruptcy Code,
         for a provision prohibiting the issuance of non-voting equity
         securities. After the Effective Date, Reorganized FRI may amend and
         restate the Reorganized FRI Articles and Reorganized FRI By-Laws as
         permitted by applicable law.

                  6.1.6    REORGANIZED FLI. As of the Effective Date, the
         certificate of incorporation and bylaws of Reorganized FLI shall be
         substantially in the forms of the Reorganized FLI Articles and
         Reorganized FLI By-Laws, which provide for, among other things, the
         authorization of any and all acts necessary to effectuate this Plan.
         Such certificate of incorporation and by-laws shall also provide, to
         the extent required by Section 1123(a) and(b) of the Bankruptcy Code,
         for a provision prohibiting the issuance of non-voting equity
         securities. After the Effective Date, Reorganized FLI may amend and
         restate the Reorganized FLI Articles and Reorganized FLI By-Laws as
         permitted by applicable law

                  6.1.7    PLAN DISTRIBUTION CASH. The Plan Distribution Cash
         shall be delivered to Reorganized FGC or Reorganized FLI, as
         appropriate to be paid in accordance with this Plan and the
         Restructuring Agreement.

                  6.1.8    SENIOR MANAGEMENT. On the Effective Date, Reorganized
         FGC shall pay from Plan Distribution Cash all monies due but not yet
         paid in accordance with the Restructuring Agreement, Compensation Order
         and the Senior Management Incentive Program, including the Retention
         Payments and Cash Incentive Claims to the extent not previously paid
         and not subject to further reserve.

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       23

<PAGE>

                  6.1.9    DISTRIBUTIONS. All funds or other property received
         or retained by Reorganized Debtors shall be applied and distributed in
         accordance with the Plan.

                  6.1.10   TREATMENT OF SCOUT CLAIMS. The provisions of this
         Section 6.1.10 constitute a settlement among the Informal Committee,
         the Debtors and Scout. These provisions shall not constitute an
         admission by ANY of such settling parties, including as to value of the
         Reno Parking Garage, and are intended to have the benefits of FRE 408
         and similar state-law provisions.

                  (a)   On the Effective Date, FRI shall pay $50,000 to Scout,
                        to be applied to the principal of the Scout Note.

                  (b)   Subject to the occurrence of the Effective Date, Scout
                        shall have an Allowed Class 5 Claim in an amount equal
                        to the difference of (i) the outstanding principal
                        amount of the Scout Note as of the Effective Date minus
                        (ii) $500,000. On the Effective Date, all other claims
                        of Scout Development Corporation shall be disallowed.

                  (c)   Subject to the occurrence of the Effective Date, Scout
                        shall have an Allowed Class 8 Claim in the amount of
                        $500,000.

                  (d)   On the Effective Date, Reorganized FRI shall execute the
                        New Scout Note and the Restated Garage Deed of Trust.

                  (e)   Scout shall receive, as the sole distribution on its
                        Class 8 Claim, an interest in the New Scout Note and
                        Restated Garage Deed of Trust equal in value to
                        $100,000.

                  (f)   Scout shall receive, as the sole distribution on its
                        Class 5 Claim, all of the remaining interest, not
                        distributed to Scout under clause (e), in the New Scout
                        Note and Restated Garage Deed of Trust.

                  (g)   Subject to the occurrence of the Effective Date, all
                        other claims of Scout in the Cases shall be disallowed.

         6.2.     DETERMINATION OF PLAN DISTRIBUTION CASH. The Debtors shall
determine the necessary amount of Plan Distribution Cash with the consent of the
Informal Committee (not to be unreasonably withheld) as provided for in the
Restructuring Agreement. In the event agreement cannot be reached between the
Debtors and the Informal Committee prior to the Effective Date, the Bankruptcy
Court shall determine the amount of Plan Distribution Cash.

         6.3.     NOTICE OF EFFECTIVENESS. When all of the Steps contemplated by
Section 6.1 have been completed, the Reorganized Debtors shall file with the
Bankruptcy Court and serve upon all holders of claims and all potential holders
of Administrative Claims known to the Debtors (whether or not disputed), a
Notice of Effective Date of Plan. The Notice of Effective Date of Plan shall
include notice of the Administrative Claim Bar Date.

         6.4.     NO CORPORATE ACTION REQUIRED. As of the Effective Date: (i)
the adoption or approvals of the mergers set forth in Section 6.1.1 and 6.1.2;
(ii) the adoption of the Reorganized

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       24

<PAGE>

FGC Articles, Reorganized FGC By-Laws, Reorganized FRI Articles, Reorganized FRI
By-Laws, Reorganized FLI Articles, Reorganized FLI By-Laws or similar
constituent documents for Reorganized Debtors; (iii) the initial selection of
directors and officers for Reorganized Debtors; (iv) the adoption, execution,
delivery and implementation of all contracts, leases, instruments, releases and
other agreements related to or contemplated by this Plan; (v) the revesting or
transfer of Estate assets provided for in this Plan; and (vi) the other matters
provided for under or in furtherance of this Plan involving corporate action to
be taken by or required of the Debtors or Reorganized Debtors shall be deemed to
have occurred and be effective as provided herein, and shall be authorized and
approved in all respects without further order of the Bankruptcy Court or any
requirement of further action by the stockholders or directors of the Debtors
and Reorganized Debtors. As of the Effective Date, the term of each of the
officers and directors of the Debtors not continuing in office, if any, shall
terminate pursuant to the Confirmation Order without any further action by the
stockholders or directors of the Debtors or Reorganized Debtors.

         6.5.     DIRECTORS AND OFFICERS. On the Effective Date, the operation
of Reorganized FGC, Reorganized FLI and Reorganized FRI shall become the general
responsibility of their respective boards of directors, which shall thereafter
have responsibility for the management, control and operation of Reorganized
FGC, Reorganized FLI and Reorganized FRI in accordance with this Plan,
applicable law, the Reorganized FGC Articles, Reorganized FGC By-Laws,
Reorganized FLI Articles, Reorganized FLI By-Laws, Reorganized FRI Articles and
Reorganized FRI By-Laws and payment of all remaining Allowed Claims and payment
due pursuant to the Senior Management Incentive Program pursuant to this Plan.
All the directors and executive officers of Reorganized FGC, Reorganized FLI and
Reorganized FRI shall be deemed to have been elected or appointed, as the case
may be, pursuant to the Confirmation Order, but shall not take office until the
Effective Date. The terms of those directors and officers not continuing in
office after the Effective Date, if any, shall be deemed expired as of the
Effective Date pursuant to the Confirmation Order. Reorganized Debtors shall
provide such officers and directors with errors and omissions insurance coverage
by tail policy, prior-acts endorsement to the Reorganized FGC policy or any
other policy provision chosen by the Informal Committee for a period of not less
than one year after the Effective Date similar to that provided such officers
and directors as of the Confirmation Date. The existing directors of Debtors
should they choose to do so, will continue to serve as directors of Debtors from
and after the Confirmation Date until the Effective Date. During the period from
the Confirmation Date until the Effective Date, but not beyond the Effective
Date, all the existing outside directors of Debtors will continue to be
compensated at their present levels for so long as they continue to serve as
directors of Debtors.

         6.6.     INFORMAL COMMITTEE. Any consent, waiver or other action
pursuant to this Plan to be given by, or power conferred on, the Informal
Committee shall be exercised by a vote of members of the Informal Committee who
in the aggregate own, beneficially own or have investment discretion with
respect to Notes comprising at least a majority of the outstanding principal
amount of the Notes. There shall be no requirement of a meeting or notice to all
Noteholders or Informal Committee members as a prerequisite to such a vote, and
the vote may be by written consent of sufficient members of the Informal
Committee.

         6.7.     DUTIES OF INDENTURE TRUSTEE. Not later than the eleventh day
after entry of the Confirmation Order, the Indenture Trustee shall provide to
the Debtors and the Informal committee a list of all bondholders, including
beneficial holders to the extent that the Indenture Trustee can reasonably
determine them. On the Effective Date the Indenture Trustee shall be

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       25

<PAGE>

cancelled and the Indenture Trustee shall have no further duties thereunder.

7.       EXECUTORY CONTRACTS AND UNEXPIRED LEASES

         7.1.     EXECUTORY CONTRACTS. On the Effective Date, FRI shall assume
the Reno Garage Lease. All executory contracts and unexpired leases that both
exist on the Confirmation Date and are set forth on the schedule of assumed
executory contracts and unexpired leases attached to this Plan as Schedule 7.1,
shall be deemed assumed by the applicable Reorganized Debtor on the Effective
Date. Except for the Reno Garage Lease, Schedule 7.1 may be modified by the
Debtors at the direction of the Informal Committee up to the Effective Date,
with notice to the non-debtor party to the contract affected by such
modification.

         7.2.     APPROVAL OF ASSUMPTION OR REJECTION. Entry of the Confirmation
Order shall constitute as of the Effective Date: (i) approval, pursuant to
Bankruptcy Code Section 365(a), of the assumption by the applicable Reorganized
Debtor of each executory contract and unexpired lease listed on Schedule 7.1,
and (ii) authorization for the Reorganized Debtors to reject each executory
contract and unexpired lease to which any of the Debtors are parties and which
is not listed on Schedule 7.1 and neither assumed, assumed and assigned nor
rejected by separate order prior to the Effective Date. Unless they file an
objection to the assumption prior to the Confirmation Hearing, each counterparty
to an executory contract or unexpired lease on Schedule 7.1 shall be deemed to
have consented to such assumption. Notwithstanding anything contained herein to
the contrary, up to the Confirmation Date the Debtors, at the direction of the
Informal Committee, shall add to or delete from Schedule 7.1 any executory
contract or unexpired lease.

         7.3.     CURE OF DEFAULTS. Unless they file an objection to the
assumption of an executory contract or unexpired lease assumed pursuant to
Section 7.1 of this Plan prior to the Confirmation Hearing specifically
asserting a required cure payment, each executory contract or unexpired lease
listed on Schedule 7.1 may be assumed by the Reorganized Debtors without the
payment of any cure amount. The applicable Reorganized Debtor shall Cure any
defaults respecting each executory contract or unexpired lease assumed pursuant
to Section 7.1 of this Plan upon the latest of (i) the Effective Date or as soon
thereafter as practicable; (ii) such dates as may be fixed by the Bankruptcy
Court or agreed upon by the Debtors, with the consent of the Informal Committee
and after the Effective Date, the applicable Reorganized Debtor; or (iii) the
tenth (10th) Business Day after the entry of a Final Order resolving any dispute
regarding (a) a Cure amount; (b) the ability of the applicable Reorganized
Debtor to provide "adequate assurance of future performance" under the executory
contract or unexpired lease assumed pursuant to this Plan in accordance with
Section 365(b)(1) of the Bankruptcy Code; or (c) any matter pertaining to
assumption, assignment or the Cure of a particular executory contract or an
unexpired lease.

         7.4.     POST-PETITION DATE CONTRACTS AND LEASES. Subject to the
Administrative Claim Bar Date, Executory contracts and unexpired leases entered
into and other obligations incurred after the Petition Date by the Debtors shall
be performed by the applicable Reorganized Debtor in the ordinary course of its
business.

         7.5.     RESTRUCTURING AGREEMENT. Entry of the Confirmation Order shall
constitute authorization for the assumption on the Effective Date by Reorganized
Debtors of the (a)

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       26

<PAGE>

Restructuring Agreement to the extent obligations and rights contained therein
remain unperformed and (b) the Risk Management Contracts existing as of the
Effective Date.

         7.6.     BAR DATE. All proofs of Claims with respect to Claims arising
from the rejection of any executory contract or unexpired lease shall be filed
with Fitzgeralds Gaming Corporation, c/o Ropes & Gray, One International Place,
Boston, Massachusetts 02110, Attention: Don S. DeAmicis and D. Ross Martin, not
later than the earlier of the 30th day after the entry of the order approving
rejection of an executory contract or unexpired lease or the 30th day after the
Effective Date. Any Claim not filed within such time shall be forever barred.
Notwithstanding the above, the bar date for Scout Development shall be the 30th
day after the Effective Date pursuant to Court order.

         7.7.     INDEMNIFICATION OBLIGATIONS. Any obligations of the Debtors to
indemnify any officer, director or employee serving as a fiduciary of any
employee benefit plan or program of the Debtors, pursuant to charter, by-laws,
contract or applicable state law shall be deemed to be, and shall be treated as,
an executory contract and rejected by Debtors on the Effective Date.

8.       MANNER OF DISTRIBUTION OF PROPERTY UNDER THIS PLAN

         8.1      SURRENDER OF SECURITIES OR DEBT INSTRUMENTS. On or before the
Distribution Date, or as soon as practicable thereafter, each Noteholder shall
surrender the Notes evidencing its Allowed Noteholder Deficiency Claim to the
Indenture Trustee as the Disbursing Agent for the Class 6 and 9 Claims. No
distribution of property hereunder shall be made to or on behalf of any such
Noteholder unless and until the Notes are delivered to the Indenture Trustee or
the unavailability of such Notes is reasonably established to the satisfaction
of Reorganized FGC. In the event any Noteholder seeks to establish the
unavailability of the Note evidencing such Allowed Noteholder Deficiency Claim,
Reorganized FGC shall, within thirty (30) Business Days after receipt of the
Noteholder's evidence of unavailability and statement of indemnity of
Reorganized FGC, (i) provide the Noteholder, in writing, with a detailed
description regarding the rejection of such evidence and statement of indemnity;
or (ii) deliver to the Indenture Trustee a notice of compliance and distribute
to such Noteholder any amounts distributable from Reorganized FGC. Any such
Noteholder who fails to surrender or cause to be surrendered such Notes or fails
to execute and deliver an affidavit of loss and indemnity reasonably
satisfactory to Reorganized FGC prior to the second anniversary of the Effective
Date, shall be deemed to have forfeited all rights and claims in respect of such
Notes and shall not participate in any distribution hereunder, and all property
in respect of such forfeited distribution, including interest accrued thereon,
shall revert to Reorganized FGC notwithstanding any federal or state escheat
laws to the contrary.

         8.2      DISTRIBUTION RECORD DATE. At the close of business on the
Distribution Record Date, the transfer ledgers of the Indenture Trustee shall be
closed, and there shall be no further changes to the record of Noteholders.
Reorganized FGC and the Indenture Trustee shall have no obligation to reorganize
any transfer of such Notes occurring after the Distribution Record Date. The
Indenture Trustee and Reorganized FGC shall be entitled instead to recognize and
deal for all purposes hereunder with only those Noteholders stated on the
transfer ledgers as of the close of business on the Distribution Record Date.

         8.3      DELIVERY OF DISTRIBUTIONS. Distribution of property shall be
made by the Indenture Trustee to Noteholders at the addresses contained in the
official records of the Indenture Trustee. If

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       27

<PAGE>

any Noteholder's distribution is returned as undeliverable, no further
distributions to such Noteholder shall be made unless and until the Indenture
Trustee and Reorganized FGC are notified of such Noteholder's then current
address, at which time all missed distributions shall be made to such Noteholder
without interest. Undeliverable distributions shall be returned to the Indenture
Trustee until such distributions are claimed. All claims for undeliverable
distributions shall be made on or before the second anniversary of the Effective
Date. After such date, all unclaimed property shall revert to Reorganized FGC
and the claim of any Noteholder or successor to such Noteholder with respect to
such property shall be discharged and forever barred notwithstanding any federal
or state escheat laws to the contrary.

         8.4      CASH OPTION FOR BONDHOLDERS. Each holder of a Class 6 and
Class 9 Claim may indicate on its Ballot its election to receive a cash
distribution in lieu of distributions of New Common Stock. Any such electing
holder shall, in lieu of all distributions that it would otherwise be entitled
to receive pursuant to Section 5.1.1(c) and 5.3.1, receive $30.00 per $1000 face
amount of Notes owned by such holder. The New Common Stock that would have been
distributed to such electing holders shall instead be sold pursuant to the
Commitment Agreement.

9.       CONDITIONS PRECEDENT TO CONFIRMATION AND THE EFFECTIVE DATE

         9.1.     CONDITIONS TO CONFIRMATION. The following are conditions
precedent to confirmation of this Plan:

                  a)       The Confirmation Order shall have been entered and be
                           in form and substance reasonably acceptable to the
                           Debtors and the Informal Committee; and

                  b)       Since March 7, 2003, there shall have been no
                           Consenting Noteholder Default, Debtor Default or
                           Senior Management Default under the Restructuring
                           Agreement, which default has not been waived pursuant
                           to such agreement, and there shall have been no
                           termination upon condition subsequent of the
                           Restructuring Agreement.

         9.2.     CONDITIONS TO EFFECTIVENESS. The following are conditions
precedent to the occurrence of the Effective Date:

                  a)       The Confirmation Order shall be a Final Order, Except
                           that Debtors reserve the right, with the consent of
                           the Informal Committee, to cause the Effective Date
                           to occur notwithstanding the pendency of an appeal of
                           the Confirmation Order;

                  b)       No request for revocation of the Confirmation Order
                           under Section 1144 of the Bankruptcy Code shall have
                           been made, or, if made, shall remain pending,
                           including any appeal;

                  c)       All documents necessary to implement the transactions
                           contemplated by this Plan shall be in form and
                           substance reasonably acceptable to the Debtors and
                           the Informal Committee; and

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       28

<PAGE>

                  d)       Sufficient Plan Distribution Cash is set aside,
                           reserved and withheld to make the distributions
                           required by the Bankruptcy Code and this Plan.

         9.3.     WAIVER OF CONDITIONS. The Conditions to Confirmation and
Conditions to Effectiveness may be waived in whole or in part by the Debtors and
the Informal Committee at any time, without notice, an order of the Bankruptcy
Court or any further action other than proceeding to Confirmation and
consummation of the Plan.

10.      TITLE TO PROPERTY; DISCHARGE; INJUNCTION

         10.1.    REVESTING OF ASSETS. [INTENTIONALLY OMITTED].

         10.2.    PRESERVATION OF LITIGATION CLAIMS. In accordance with Section
1123(b)(3) of the Bankruptcy Code, and except as otherwise expressly provided
herein, all Litigation Claims shall be retained by the applicable Reorganized
Debtor.

         10.3.    DISCHARGE. Except as provided in this Plan or the Confirmation
Order, the rights afforded under this Plan and the treatment of Claims and
Equity Securities under this Plan shall be in exchange for and in complete
satisfaction, discharge and release of all Claims and termination of all Equity
Securities, including any interest accrued on Claims from the Petition Date.
Except as provided in this Plan or the Confirmation Order, upon the Effective
Date, Confirmation shall: (a) discharge the Debtors and Reorganized Debtors from
all Claims or other debts that arose before the Confirmation Date including all
Claims arising under and related to the Notes and all debts of the kind
specified in Sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether
or not: (i) a proof of Claim based on such debt is filed or deemed filed
pursuant to Section 501 of the Bankruptcy Code; (ii) a Claim based on such debt
is allowed pursuant to Section 502 of the Bankruptcy Code; or (iii) the holder
of a Claim based on such debt has accepted this Plan; and (b) terminate all
interest and other rights of holders of Equity Securities in the Debtors.

         10.4.    INJUNCTION. From and after the Effective Date, and except as
provided in this Plan and the Confirmation Order, all entities that have held,
currently hold or may hold a Claim or other debt or liability or an Equity
Security or other right of an Equity Security holder that is terminated pursuant
to the terms of this Plan are permanently enjoined from taking any of the
following actions on account of any such Claims, debts or liabilities or
terminated Equity Security or rights: (i) commencing or continuing in any manner
any action or other proceeding against the Reorganized Debtors or their
respective properties; (ii) enforcing, attaching, collecting or recovering in
any manner any judgment, award, decree or order against the Reorganized Debtors
or their respective properties; (iii) creating, perfecting or enforcing any Lien
or encumbrance against the Reorganized Debtors or their respective properties;
(iv) asserting a setoff, right of subrogation or recoupment of any kind against
any debt, liability or obligation due to the Reorganized Debtors or their
respective properties; and (v) commencing or continuing any action, in any
manner or any place, that does not comply with or is inconsistent with the
provisions of this Plan or the Bankruptcy Code. By accepting distributions
pursuant to this Plan, each holder of an Allowed Claim receiving distributions
pursuant to this Plan will be deemed to have specifically consented to the
injunction set forth in this section.

         10.5.    EXCULPATION. From and after the Effective Date, none of
Debtors, the Reorganized Debtors, or the Informal Committee nor any of their
respective present or former members,

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       29

<PAGE>

directors, officers, managers, employees, advisors, attorneys or agents, shall
have or incur any liability to any holder of a Claim or Equity Security or any
other party in interest, or any of their respective agents, employees,
representatives, financial advisors, attorneys or Affiliates, or any of their
successors or assigns, for any act or omission in connection with, relating to,
or arising out of, the Chapter 11 Cases, 363 Motion, the pursuit of confirmation
of this Plan or the consummation of this Plan, except for (i) under the
Restructuring Agreement to the extent assumed by the Reorganized Debtors, (ii)
violations of the Risk Management Contracts, (iii) gross negligence and (iv)
willful misconduct, and in all respects shall be entitled to reasonably rely
upon the advice of counsel with respect to their duties and responsibilities
under this Plan or in the context of the Chapter 11 Cases. No holder of a Claim
or Equity Security, nor any other party in interest, including their respective
agents, employees, representatives, financial advisors, attorneys or Affiliates,
shall have any right of action against Debtors, the Reorganized Debtors, the
Informal Committee or any of their respective present or former members,
officers, directors, managers, employees, advisors, attorneys or agents, for any
act or omission in connection with, relating to, or arising out of, the Chapter
11 Cases, the pursuit of confirmation of this Plan, the consummation of this
Plan or the administration of this Plan, except for (i) their willful misconduct
or gross negligence, (ii) matters specifically contemplated by this Plan and
(iii) any liability of an attorney to its client not subject to exculpation
under the Bankruptcy Code.

         10.6.    RELEASE. As part of the distributions to holders of Class 6
Claims under this Plan, each Person who has been a record owner or beneficial
owner of Notes, any direct or indirect securities intermediary (including The
Depository Trust Company) for such an owner, the Indenture Trustee and any of
their advisers, is hereby released, as of the Effective Date, from all claims
and causes of action, including avoidance actions, that the Debtors or their
Estates had, have or may in the future have to recover any payments made in
respect of the Notes, including payments of fees of professionals retained by
the Informal Committee.

11.      RETENTION OF JURISDICTION

         11.1.    JURISDICTION. Notwithstanding the entry of the Confirmation
Order and the occurrence of the Effective Date, the Bankruptcy Court shall
retain such jurisdiction over the Chapter 11 Cases and the Reorganized Debtors
after the Effective Date as is legally permissible, including jurisdiction to:

                  a)       Allow, disallow, determine, liquidate, classify,
                           estimate or establish the priority or secured or
                           unsecured status of any Claim or Disputed Claim,
                           including the resolution of any request for payment
                           of any Administrative Claim and the resolution of any
                           and all objections to the allowance or priority of
                           Claims or Disputed Claims;

                  b)       Grant or deny any applications for allowance of
                           compensation or reimbursement of expenses authorized
                           pursuant to the Bankruptcy Code or this Plan for
                           periods ending on or before the Effective Date;

                  c)       Resolve any matters related to the assumption,
                           assignment or rejection of any executory contract or
                           unexpired lease to which the Debtors or the
                           Reorganized Debtors are party and to hear, determine
                           and, if necessary, liquidate, any Claims arising
                           therefrom or cure amounts related thereto;

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       30

<PAGE>

                  d)       Ensure that distributions to holders of Allowed
                           Claims and New Common Stock are accomplished pursuant
                           to the provisions of this Plan;

                  e)       Decide or resolve any motions, adversary proceedings,
                           contested or litigated matters and any other matters
                           and grant or deny any applications or motions
                           involving the Debtors or the Reorganized Debtors that
                           may be pending on the Effective Date;

                  f)       Enter such orders as may be necessary or appropriate
                           to implement or consummate the provisions of this
                           Plan and all contracts, instruments, releases and
                           other agreements or documents created in connection
                           with the Restructuring Agreement, this Plan, the
                           Disclosure Statement or the Confirmation Order,
                           except as otherwise provided herein;

                  g)       Decide or resolve any cases, controversies, suits or
                           disputes that may arise in connection with the
                           consummation, interpretation or enforcement of a 363
                           Order, the Restructuring Agreement, Final Order, this
                           Plan or the Confirmation Order or any Person's
                           obligations incurred in connection with a 363 Order,
                           the Restructuring Agreement, Final Order, this Plan
                           or the Confirmation Order;

                  h)       Modify this Plan before or after the Effective Date
                           pursuant to Section 1127 of the Bankruptcy Code or
                           modify any contract, instrument, release or other
                           agreement or document created in connection with this
                           Plan or the Disclosure Statement or the Confirmation
                           Order; or remedy any defect or omission or reconcile
                           any inconsistency in any Bankruptcy Court order, this
                           Plan or the Confirmation Order or any contract,
                           instrument, release or other agreement or document
                           created in connection with this Plan or the
                           Disclosure Statement of the Confirmation Order, in
                           such manner as may be necessary or appropriate to
                           consummate this Plan, to the extent authorized by the
                           Bankruptcy Code;

                  i)       Issue injunctions, enter and implement other orders
                           or take such other actions as may be necessary or
                           appropriate to restrain interference by any person
                           with consummation, implementation or enforcement of a
                           363 Order, Final Order, this Plan or Confirmation
                           Order, except as otherwise provided herein;

                  j)       Enter and implement such orders as are necessary or
                           appropriate if a Final Order, 363 Order or the
                           Confirmation Order is for any reason modified,
                           stayed, reversed, revoked or vacated;

                  k)       Determine any other matters that may arise in
                           connection with or relate to this Plan, Final Order,
                           363 Order, the Disclosure Statement, the Confirmation
                           Order, or any contract, instrument, release or other
                           agreement or document created in connection with this
                           Plan, the Disclosure Statement, Final Order, 363
                           Order, or Confirmation Order except as otherwise
                           provided herein;

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       31

<PAGE>

                  l)       Enter an order closing the Chapter 11 Cases;

                  m)       Hear and decide Litigation Claims and continue to
                           hear and decide pending Litigation Claims and any
                           other claim or cause of action of Debtors and the
                           Reorganized Debtors; and

                  n)       Decide or resolve any matter over which the
                           Bankruptcy Court has jurisdiction pursuant to Section
                           505 of the Bankruptcy Code.

12.      MODIFICATION AND AMENDMENT OF PLAN; ALTERNATIVE TRANSACTIONS

         12.1.    MODIFICATION AND AMENDMENT. Prior to Confirmation, Debtors
may, with the consent of the Informal Committee, alter, amend, or modify this
Plan under Section 1127(a) of the Bankruptcy Code at any time. After the
Confirmation Date and prior to substantial consummation of this Plan as defined
in Section ll0l(2) of the Bankruptcy Code, Debtors may, under Section 1127(b),
(c) and (d) of the Bankruptcy Code and with consent of the Informal Committee,
alter, amend or modify this Plan or institute proceedings in the Bankruptcy
Court to remedy any defect or omission or reconcile any inconsistencies in this
Plan, the Disclosure Statement or the Confirmation Order, to make appropriate
adjustments and modifications to this Plan or the Confirmation Order as a result
of comments or actions of the SEC or Gaming Authorities, and such matters as may
be necessary to carry out the purposes and effects of this Plan so long as such
proceedings do not materially adversely affect the treatment of holders of
Claims under this Plan.

13.      MISCELLANEOUS

         13.1.    FILING OF OBJECTIONS TO CLAIMS. After the Effective Date,
objections to Claims shall be made and objections to Claims made previous
thereto shall be pursued by the Reorganized Debtors or any other party properly
entitled to do so after notice to the Reorganized Debtors and approval by the
Bankruptcy Court. Any objections made after the Effective Date shall be filed
and served not later than ninety (90) days after the Effective Date; provided,
however, that such period may be extended by order of the Bankruptcy Court for
good cause shown.

         13.2.    RESOLUTION OF OBJECTIONS AFTER EFFECTIVE DATE; DISTRIBUTIONS

                  13.2.1. RESOLUTION OF OBJECTIONS. From and after the Effective
         Date, the Reorganized Debtors may litigate to judgment, propose
         settlements of, or withdraw objections to, all pending or filed
         Disputed Claims and except for Disputed Claims and Avoidance Actions
         regarding the Indenture Trustee, Noteholders, Indenture Trustee
         Professionals or Informal Committee Professionals, the Reorganized
         Debtors may settle or compromise any Disputed Claim without notice and
         a hearing and without approval of the Bankruptcy Court.

                  13.2.2. DISTRIBUTIONS. In order to facilitate distributions to
         holders of Allowed Claims, and if and to the extent there are Disputed
         Claims in any Class, the Disbursing Agent shall set aside in a separate
         designated reserve account the payments or distributions applicable to
         such Disputed Claims as if such Disputed Claims were Allowed Claims,
         pending the allowance or disallowance of such Disputed Claims. In the
         event that the

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       32

<PAGE>

         Reorganized Debtors wish to deposit or hold a lesser amount than
         required herein and is unable to reach an agreement with the holder of
         the Disputed Claim or the Disbursing Agent, as the case may be, on the
         amount to be deposited or held, the Bankruptcy Court shall fix the
         amount after notice and hearing. Upon Final Order with respect to a
         Disputed Claim, the holder of such Disputed Claim, to the extent it has
         been determined to be an Allowed Claim, shall receive from the
         Disbursing Agent that payment or distribution to which it would have
         been entitled if the portion of the Claim so allowed had been allowed
         as of the Effective Date. Such payment or distribution shall be made as
         soon as practical after the order allowing the Claim has become a Final
         Order. The balance of the amount held by the Disbursing Agent after
         such payment applicable to a previously Disputed Claim that has been
         disallowed in whole and in part, shall be returned to the Reorganized
         Debtors.

                  13.2.3. LATE-FILED CLAIMS. No claim filed after the Bar Date
         or, as applicable, the Administrative Claim Bar Date, shall be allowed,
         and all such Claims are hereby disallowed in full. After the Bar Date
         or the Administrative Bar Date, as applicable, no Creditor shall be
         permitted to amend any claim to increase the claimed amount; and any
         such amendment shall be disallowed to the extent of the late-filed
         increase in the claimed amount.

         13.3.    EFFECTUATING DOCUMENTS; FURTHER TRANSACTIONS; TIMING. Each
officer of the Debtors and Reorganized Debtors is authorized to execute,
deliver, file or record such contracts, instruments, releases and other
agreements or documents and to take such actions as may be necessary or
appropriate to effectuate and further evidence the terms and conditions of this
Plan and any securities issued, transferred or canceled pursuant to this Plan.
The Debtors and Reorganized Debtors are authorized and directed to do such acts
and execute such documents as are necessary to implement this Plan.

         13.4.    EXEMPTION FROM TRANSFER TAXES. Pursuant to Section 1146(c) of
the Bankruptcy Code, (i) the issuance, distribution, transfer or exchange of
Estate property; (ii) the creation, modification, consolidation or recording of
any deed of trust or other security interest, the securing of additional
indebtedness by such means or by other means in furtherance of, or connection
with this Plan or the Confirmation Order; (iii) the making, assignment,
modification or recording of any lease or sublease; or (iv) the making, delivery
or recording of a deed or other instrument of transfer under, in furtherance of,
or in connection with, this Plan, Confirmation Order or any transaction
contemplated above, or any transactions arising out of, contemplated by or in
any way related to the foregoing shall not be subject to any document recording
tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp
act or real estate transfer tax, mortgage recording tax or other similar tax or
governmental assessment and the appropriate state of local government officials
or agents shall be, and hereby are, directed to forego the collection of any
such tax or assessment and to accept for filing or recordation any of the
foregoing instruments or other documents without the payment of any such tax or
assessment.

         13.5.    REVOCATION OR WITHDRAWAL OF THIS PLAN. The Debtors reserve the
right to revoke or withdraw this Plan as to any one or all of Debtors at any
time prior to the Confirmation Date. If this Plan is withdrawn or revoked, then
this Plan shall be deemed null and void and nothing contained herein shall be
deemed to constitute a waiver or release of any Claims by or against the Debtors
or any other Person nor shall the withdrawal or revocation of this Plan
prejudice in any manner the rights of the Debtors or any Person in any further
proceedings involving the Debtors. In the event this Plan is withdrawn or
revoked, nothing set forth herein shall be deemed an admission

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       33

<PAGE>

of any sort and this Plan and any transaction contemplated thereby shall not be
admitted into evidence in any proceeding.

         13.6.    BINDING EFFECT. This Plan shall be binding upon, and shall
inure to the benefit of, the Debtors and the holders of all Claims and Equity
Securities and their respective successors and assigns.

         13.7.    GOVERNING LAW. Except to the extent that the Bankruptcy Code
or other federal law is applicable or as provided in any contract, instrument,
release or other agreement entered into in connection with this Plan or in any
document which remains unaltered by this Plan, the rights, duties and
obligations of the Debtors and any other Person arising under this Plan shall be
governed by, and construed and enforced in accordance with, the internal laws of
the State of Nevada without giving effect to Nevada's choice of law provisions.

         13.8.    MODIFICATION OF PAYMENT TERMS. Reorganized Debtors reserve the
right to modify the treatment of any Allowed Claim in any manner adverse only to
the holder of such Allowed Claim at any time after the Effective Date upon the
prior written consent of the holder whose Allowed Claim treatment is being
adversely affected.

         13.9.    PROVIDING FOR CLAIMS PAYMENTS. Except for the Indenture
Trustee and Noteholders in Classes 6 and 9, distributions to holders of Allowed
Claims shall be made by the Disbursing Agent: (i) at the addresses set forth on
the proofs of Claim filed by such holders (or at the last known addresses of
such holders if no proof of Claim is filed or if the Debtor has been notified of
a change of address); (ii) at the addresses set forth in any written notices of
address changes delivered to the Disbursing Agent after the date of any related
proof of Claim; or (iii) at the addresses reflected in the Schedules if no proof
of Claim has been filed and the Disbursing Agent has not received a written
notice of a change of address. If any holder's distribution is returned as
undeliverable, no further distributions to such holder shall be made unless and
until the Disbursing Agent is notified of such holder's then current address, at
which time all missed distributions shall be made to such holder without
interest. Amounts in respect of undeliverable distributions made through the
Disbursing Agent shall be returned to Reorganized Debtors until such
distributions are claimed. All claims for undeliverable distributions shall be
made on or before the second anniversary of the Effective Date. After such date,
all unclaimed property shall revert to Reorganized Debtors and the Claim of any
holder or successor to such holder with respect to such property shall be
discharged and forever barred notwithstanding any federal or state escheat laws
to the contrary. Nothing contained in this Plan shall require the Debtors,
Reorganized Debtors or the Disbursing Agent to attempt to locate any holder of
an Allowed Claim.

         13.10.   SET OFFS. The Debtors and the Reorganized Debtors may, but
shall not be required to, set off or recoup against any Claim and the payments
or other distributions to be made pursuant to this Plan in respect of such Claim
(before any distribution is made on account of such Claim), claims of any nature
whatsoever that the applicable Debtor or Reorganized Debtors may have against
the holder of such Claim to the extent such Claims may be set off or recouped
under applicable law, but neither the failure to do so nor the allowance of any
Claim hereunder shall constitute a waiver or release by the Debtors or the
Reorganized Debtors of any such claim that it may have against such holder.

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       34

<PAGE>

         13.11.   NOTICES. ANY notice required or permitted to be provided under
this Plan shall be in writing and served by either: (a) certified mail, return
receipt requested, postage prepaid; (b) hand delivery or (c) reputable overnight
courier service, freight prepaid, to be addressed as follows:

  If to the Debtors:                    Fitzgeralds Gaming Corporation
                                        3097 East Warm Springs Road, Suite 100
                                        Las Vegas, Nevada 89120
                                        Attn: Philip D. Griffith
                                        Tel: (702) 940-2202
                                        Fax: (702) 940-2207

  With a copy to:                       GORDON & SILVER, LTD.
                                        3960 Howard Hughes Parkway, 9th Floor
                                        Las Vegas, Nevada 89109
                                        Attn: Gerald M. Gordon, Esq.
                                              Thomas H. Fell, Esq.
                                        Tel: (702) 796-5555
                                        Fax: (702) 369-2666

  If to Informal                        Houlihan Lokey Howard & Zukin
  Committee:                            685 Third Avenue, 15th Floor
                                        New York, New York 10017
                                        Attn: William H. Hardie, III
                                        Tel: (212) 497-4100
                                        Fax: (212) 661-3070

  With a copy to:                       Ropes & Gray
                                        One International Place
                                        Boston, Massachusetts 02110
                                        Attn: Don DeAmicis, Esq.
                                        Tel: (617) 951-7000
                                        Fax: (617) 951-7050

  If to the Reorganized                 Preston Smart
  Debtors:                              One Tanfield Road
                                        Tiburon, California 94920
                                        Tel: (415) 203-8357
                                        Fax: (415) 435-0544

  With copies to:                       John F. Hunt
                                        Hunt & Ayes LLP
                                        1818 Market Street
                                        Philadelphia PA 19103
                                        Tel: (215) 557-8500
                                        Fax: (215) 557-6608

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       35

<PAGE>

                                        And

                                        Ropes & Gray
                                        One International Place
                                        Boston, Massachusetts 02110
                                        Attn: Don DeAmicis, Esq.
                                        Tel: (617) 951-7000
                                        Fax: (617) 951-7050

  If to the Indenture Trustee:          The Bank of New York
                                        101 Barclay Street 21W
                                        New York, New York 10286
                                        Attn: Irene Siege1
                                        Tel: (212) 815-5703
                                        Fax: (212) 815-5915

  With a copy to:                       Emmett, Marvin & Martin
                                        120 Broadway
                                        New York, New York 10271
                                        Attn: Edward P. Zujkowski, Esq.
                                        Tel: (212) 238-3000
                                        Fax: (212) 238-3100

         13.12.   STATUTORY COMMITTEE. Any Statutory Committee appointed in the
Chapter 11 Cases shall terminate on the Effective Date and shall thereafter have
no further responsibilities in respect of the Chapter 11 Cases, except with
respect to preparation of filing of applications for compensation and
reimbursement of expenses.

         13.13.   SEVERABILITY. If any provision of this Plan is determined by
the Bankruptcy Court to be invalid, illegal or unenforceable or this Plan is
determined to be not confirmable pursuant to Section 1129 of the Bankruptcy
Code, the Bankruptcy Court, at the request of the Debtors shall have the power
to alter and interpret such term to make it valid or enforceable to the maximum
extent practicable, consistent with the original purpose of the term or
provision held to be invalid, void or unenforceable, and such term or provision
shall then be applicable as altered or interpreted. Notwithstanding any such
holding, alteration or interpretation, the remainder of the terms and provisions
of this Plan shall remain in full force and effect and will in no way be
affected, impaired or invalidated by such holding, alteration or interpretation.
The Confirmation Order shall constitute a judicial determination and shall
provide that each term and provision of this Plan, as it may have been altered
or interpreted in accordance with the foregone, is valid and enforceable
pursuant to its terms.

         13.14.   WITHHOLDING AND REPORTING REQUIREMENTS. In connection with
this Plan and all instruments and securities issued in connection therewith and
distributions thereon, the Reorganized Debtors and the Indenture Trustee, as the
case may be, shall comply with all withholding and reporting requirements
imposed by any federal, state, local, or foreign taxing authority, and all
distributions hereunder shall be subject to any such withholding and reporting
requirements. The Reorganized Debtors or the Indenture Trustee, as the case may
be, shall be

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       36

<PAGE>

authorized to take any and all action that may be necessary to comply with such
withholding and recording requirements. Notwithstanding any other provision of
this Plan, each holder of an Allowed Claim that has received a distribution
pursuant to this Plan shall have sole and exclusive responsibility for the
satisfaction or payment of any tax obligation imposed by any governmental unit,
including income, withholding and other tax obligation on account of such
distribution.

         13.15.   POST CONFIRMATION REPORTING. Until the entry of the final
decree closing the Chapter 11 Cases, the Reorganized Debtors shall comply with
the post-confirmation reporting requirements found in Local Rule 3020.
Additionally, to the extent required, the Reorganized Debtors shall file
post-confirmation quarterly operating reports as required by the United States
Trustee Guidelines, para 7.2.

         13.16.   CRAMDOWN. In the event that any impaired Class is determined
to have rejected this Plan in accordance with Section 1126 of the Bankruptcy
Code, the Debtors will invoke the provisions of Section 1129(b) of the
Bankruptcy Code to satisfy the requirements for confirmation of this Plan. The
Debtors reserve the right to modify this Plan to the extent, if any, that
Confirmation pursuant to Section 1129(b) of the Bankruptcy Code requires
modification.

         13.17.   QUARTERLY FEES TO THE UNITED STATES TRUSTEE. Prior to the
Effective Date, Debtors, and after the Effective Date the Reorganized Debtors
shall pay all quarterly fees payable to the Office of the United States Trustee
for the Debtors after Confirmation, consistent with applicable provisions of the
Bankruptcy Code and Bankruptcy Rules.

DATED: April 18, 2003.

                                   Respectfully submitted,

                                   FITZGERALDS GAMING CORPORATION,
                                   a Nevada corporation

                                   By: /s/ [ILLEGIBLE]
                                      -------------------------

                                   101 MAIN STREET LIMITED LIABILITY COMPANY,
                                   a Colorado Limited Liability Company

                                   By: /s/ [ILLEGIBLE]
                                      -------------------------

                                   FITZGERALDS BLACKHAWK, INC.,
                                   a Nevada corporation

                                   By:/s/ [ILLEGIBLE]
                                      -------------------------

                                   FITZGERALDS BLACKHAWK, INC.,
                                   a Colorado corporation

                                   By: /s/ [ILLEGIBLE]
                                      -------------------------

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       37

<PAGE>

                                   FITZGERALDS INCORPORATED,
                                   a Nevada corporation

                                   By: /s/ [ILLEGIBLE]
                                      -------------------------

                                   FITZGERALDS LAS VEGAS, INC.,
                                   a Nevada corporation

                                   By: /s/ [ILLEGIBLE]
                                      -------------------------

                                   FITZGERALDS MISSISSIPPI, INC.,
                                   a Nevada corporation

                                   By: /s/ [ILLEGIBLE]
                                      -------------------------

                                   FITZGERALDS RENO, INC.,
                                   a Nevada corporation

                                   By: /s/ [ILLEGIBLE]
                                      -------------------------

                                   FITZGERALDS SOUTH, INC.,
                                   a Nevada corporation

                                   By: /s/ [ILLEGIBLE]
                                      -------------------------

                                   FITZGERALDS FREMONT EXPERIENCE
                                   CORPORATION, a Nevada corporation

                                   By: /s/ [ILLEGIBLE]
                                      -------------------------

                                   GORDON & SILVER, LTD.

                                   By: /s/ Gerald M. Gordon
                                      -------------------------
                                          Gerald M. Gordon,
                                          Attorney for the Debtors-In-Possession

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       38

<PAGE>


                                 SCHEDULE 1.1.79
                                       TO
                             PLAN OF REORGANIZATION

                   CERTAIN PRESERVED POTENTIAL CAUSES OF ACTION

         All defined terms used herein shall have the meanings set forth in the
Plan. The following is a non-exhaustive list of potential parties against whom
Debtors and/or the Reorganized Debtors may hold a claim or cause of action.
Debtors and the Reorganized Debtors reserve their right to modify this list to
amend or add parties or causes of action, but disclaim any obligation to do so.
In addition to the possible causes of action and claims listed below, Debtors
and the Reorganized Debtors have or may have, in the ordinary course of their
business, numerous causes of action and Claims or rights against contractors,
subcontractors, suppliers and others with whom they deal in the ordinary course
of their business (the "Ordinary Course Claims"). Debtors and the Reorganized
Debtors reserve their right to enforce, sue on, settle or compromise (or decline
to do any of the foregoing) the Ordinary Course Claims, as well as the claims
and causes of action listed below and all other clams and causes of action.
Debtors and the Reorganized Debtors also have, or may have, and are retaining,
various claims or causes of action arising under or pursuant to its insurance
policies, and all rights arising under, relating to, or in connection with such
policies are expressly reserved and retained.

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       39

<PAGE>

                                  SCHEDULE 7.1
                                       TO
                             PLAN OF REORGANIZATION

                ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED LEASES

 GORDON & SILVER, LTD.
   ATTORNEYS AT LAW
   FOURTEENTH FLOOR
3800 HOWARD HUGHES PKWY
LAS VEGAS, NEVADA 89109
    (702) 796-5555

                                       40

<PAGE>

                                  SCHEDULE 7.1

                                ASSUMED CONTRACTS

1.       Non-Exclusive Revocable License Agreement "21 Madne$$", dated as of
         January 21, 1998, between A.C. Coin-Nevada and Fitzgeralds Reno, Inc.

2.       Independent and Chain Lodging Establishment Agreement, dated as of
         March 21, 1985, between American Express and Fitzgeralds Casino Hotel.

3.       License Agreement-Hotels and Motels, dated as of January 1, 1999,
         between American Society of Composers, Authors and Publishers ("ASCAP")
         and Fitzgerald's Reno, Inc.

4.       Security Uniform Provider & Laundry Service, dated as of December 13,
         1994, between Ameripride Uniform f/n/a Mission Linen and Fitzgeralds.

5.       Multi-Game Agreement, dated as of October 3, 1997, between Anchor Coin,
         dba Anchor Games (now known as IGT) and Fitzgeralds-Reno, as amended
         by that certain (i) Wheel of Gold Appendix, dated as of October 21,
         1997, (ii) Wheel of Gold(TM) Appendix-Participation, dated as of April
         15, 1999, (iii) Video Wheel of Fortune Participation, dated as of
         December 16, 1999, (iv) Video Wheel of Fortune- Participation, dated as
         of February 16, 2000; (v) Money Mine Appendix-Participation, dated as
         of May 18, 2000; (vi) Money Mine Appendix-Participation, dated as of
         May 19, 2000; (vii) Flip Flop Appendix-Flat Lease, dated as of November
         29, 2000; (viii) I Dream of Jeannie Appendix-Flat Lease, dated as of
         December 5, 2000; (ix) Flip Flop Appendix-Flat Lease, dated as of June
         27, 2001; (x) Big Wheel of Gold Appendix-Flat Lease, dated as of June
         27, 2001; (xi) Sea Quest-Nickels Appendix-Flat Lease, dated as of
         August 30, 2002; and (xii) Mayan Wheel of Gold Appendix-Flat Lease.

6.       Vending Agreement, dated as of February 10, 1999, between Automatic
         Merchandisers, Inc. (AMI) and Fitzgeralds Reno, Inc.

7.       Wide Area Network Services Agreement, Product Description-Betty Boop's
         Big Hit(TM), dated as of February 23, 1999, between Bally Gaming, Inc.
         and Fitzgerald's Hotel Casino, as amended by that certain Agreement for
         Compliance, dated as of May 6, 1997, that certain Hold Harmless
         Agreement, dated as of May 6, 1999 and that certain Communication Line
         Installation Authorization, dated as of May 6, 1999.

8.       License Agreement, dated as of April 9, 1993, between BET Technology,
         Inc. and The Fitzgeralds Group, consisting of Fitzgeralds Casino,
         Harold Casino and The Nevada Club Casino.

<PAGE>

9.       Proposal and Contract, dated as of March 31, 1992, between Bright
         Exchange and Fitzgerald's Reno, Inc., dba Fitzgerald's Casino/Hotel.

10.      Subscriber Agreement, dated as of April 1, 1996, between Central
         Credit, Inc. and Fitzgeralds Reno, Inc.

11.      Letter Agreement, dated as of November 9, 1995, between Coca-Cola
         Fountain and Fitzgeralds Reno, Inc. (month-to-month).

12.      Comdata Funds Access Services Agreement, n/k/a Global Cash Access,
         dated as of September 1, 1997, between Comdata Network, Inc. d/b/a
         Comdata Corporation and Fitzgeralds Gaming Corporation.
         (month-to-month)

13.      Equipment Purchase and Maintenance Agreement, dated as of June 21,
         1999, between Courtesy Products Company and Fitzgeralds Reno, Inc.

14.      Accumail Software Subscription dated as of June 3, 2000, between CSG
         Direct, Inc. and Fitzgeralds Hotel & Casino.

15.      Merchant Services Agreement, dated as of June 2, 1999, between Discover
         Card Services, Inc. and Fitzgeralds Reno, Inc.

16.      Service Agreement, dated as of July 19, 1990, between Dynamic Sound aka
         Muzak and Fitzgerald's Reno Inc.

17.      License and Maintenance Agreement, dated as of July 6, 1999, between
         Eatec Corporation and Fitzgerald's Hotel & Casino, as amended by that
         certain Addendum A.

18.      Parking Garage Space Usage, dated as of May 13, 1997, between Eldorado
         Hotel and Casino and Fitzgeralds Reno, Inc.

19.      Commercial Advertising Agreement, dated as of March 1, 2000, between
         Elizabeth Younger Agency and Fitzgerald's Hotel & Casino.

20.      Kitchen Hood Cleaning Service, dated as of July 1, 2000, between Fire
         Extinguisher Service Co. and Fitzgeralds Casino.

21.      Playing Card Purchase Contract, dated as of January 5, 1999, between
         Gemaco Playing Card Company and Fitzgerald's Reno.

22.      Warehouse Lease, dated as of March 1, 1999, between Gloria Barengo
         Ramsey et al and Fitzgeralds Reno, Inc.

<PAGE>

23.      Commercial Sales Proposal /Agreement, dated as of April 13, 2000,
         between Grinnell Fire Protection Systems Company and Fitzgeralds Hotel
         & Casino.

24.      Contract, dated as of September 1, 1995, between Havalex Inc. and
         Fitzgeralds Reno, Inc.

25.      Billings Instructions, dated as of December 22, 1998, between Humidity
         Control Systems, Inc. (CoolerKING) and Fitzgeralds Hotel & Casino.

26.      Statement of Work for Services (ServiceSuite), dated as of December 15,
         1998, between IBM and Fitzgerald Reno Inc. (IBM AS/400 Peripheral
         Equipment Maintenance)

27.      Triple Play Poker License Agreement, dated as of April 16, 1998,
         between IGT and Fitzgeralds Reno.

28.      Triple Play Poker License Agreement (CO 26920), dated as of April 16,
         1998, between IGT and Fitzgeralds Casino Hotel.

29.      Nevada Quartermania Progressive Agreement (S/O 108751), dated as of
         November 14, 1995, between IGT and Fitzgeralds Reno, Inc. d/b/a
         Fitzgeralds Hotel/Casino, as amended by that certain Addendum.

30.      Nevada Nickels Deluxe Progressive Agreement (S/O 109749), dated as of
         December 6, 1995, between IGT and Fitzgeralds Reno, Inc. /b/a
         Fitzgerald's Casino/Hotel, as amended by that certain Addendum.

31.      Nevada Megabucks Progressive Agreement (S/O 113450), dated as of
         September 10, 1996, between IGT and Fitzgeralds Reno, Inc. d/b/a
         Fitzgeralds Casino/Hotel, as amended by that certain Addendum.

32.      Nevada Wheel of Fortune(R) Dollar Progressive Agreement (COM 10539),
         dated as of June 26, 1997, between IGT and Fitzgerald's Hotel/Casino
         d/b/a Fitzgerald's Hotel/Casino.

33.      Nevada Wheel of Fortune(R) Five Dollar Progressive Agreement (COM
         19976), dated as of May 4, 1998, between IGT and Fitzgeralds
         Casino/Hotel, d/b/a Fitzgeralds Casino/Hotel.

34.      Nevada Megabucks Progressive Agreement (COM 54059), dated as of
         December 29, 1999, between IGT and Fitzgeralds Casino/Hotel (Reno)
         d/b/a Fitzgeralds Reno, Inc.

35.      Nevada Megabucks Progressive Agreement (COM 5743l), dated as of January
         26, 2000, between IGT and Fitzgeralds Reno, Inc. d/b/a/ Fitzgeralds
         Casino/Hotel (Reno).

<PAGE>

36.      Nevada Wheel of Fortune(R) Quarter Progressive Agreement (COM 60700),
         dated as of May 17, 2000, between IGT and Fitzgeralds Reno, INC. d/b/a
         Fitzgeralds Casino/Hotel.

37.      Nevada Wheel of Fortune(R) Half Dollar Progressive Agreement (COM
         64089), dated as of May 17, 2000, between IGT and Fitzgeralds Reno,
         Inc. d/b/a Fitzgeralds Casino/Hotel.

38.      Nevada Wheel of Fortune(R) Half Dollar Progressive Agreement (COM
         64106), dated as of May 17, 2000, between IGT and Fitzgeralds Reno,
         Inc. d/b/a Fitzgeralds Casino/Hotel.

39.      Nevada Wheel of Fortune(R) Dollar Progressive Agreement (COM 64118),
         dated as of May 17, 2000, between IGT and Fitzgeralds Reno, Inc., d/b/a
         Fitzgeralds Casino/Hotel.

40.      Nevada Megabucks Progressive Agreement (COM 61760), dated as of May 17,
         2000, between IGT and Fitzgeralds Reno, INC. d/b/a Fitzgeralds
         Casino/Hotel.

41.      Nevada Party Time Quarter Progressive Agreement (COM 61744), dated as
         of May 17, 2000, between IGT and Fitzgeralds Reno, Inc. d/b/a
         Fitzgeralds Casino/Hotel.

42.      Nevada Addams Family Nickel Progressive Agreement (COM 63903), dated as
         of July 28, 2000, between IGT and Fitzgeralds Reno, Inc. d/b/a
         Fitzgeralds Casino/Hotel.

43.      Nevada Wheel of Fortune(R) Quarter Progressive Agreement (COM 70083),
         dated as of October 12, 2000, between IGT and Fitzgeralds Reno, Inc.
         d/b/a Fitzgeralds Casino/Hotel.

44.      Nevada Elvis Presley Quarter Progressive Agreement (COM 71344), dated
         as of November 8, 2000, between IGT and Fitzgeralds Reno, INC. d/b/a
         Fitzgeralds Casino/Hotel.

45.      Progressive Agreement - Wheel of Fortune (CO 70472), dated as of
         September 8, 2000, between IGT and Fitzgeralds Reno, Inc.

46.      50 Play Poker License Agreement, dated as of August 18, 2000, between
         IGT and Fitzgeralds Reno, Inc. dba Fitzgeralds Casino/Hotel.

47.      Progressive Agreement - Jeopardy, dated as of May 4, 1996, between IGT
         and Fitzgerald's Hotel Casino.

<PAGE>

48.      Nevada Megabucks Progressive Agreement (S/O 107096), dated as of July
         20, 1995, between IGT and Fitzgeralds Reno, Inc. d/b/a Fitzgeralds
         Hotel/Casino.

49.      Progressive Agreement - Wheel of Fortune (CO 13588), dated as of
         September 10, 1997, between IGT and Fitzgeralds Reno, Inc.

50.      Advertising Agreement, dated as of February 1, 1985, between Innerwest
         Media and Fitzgerald's (Lincoln Management), as amended by that certain
         Addendum, dated as of March 1, 1986.

51.      Tip Compliance, dated as of August 26, 1992, between Internal Revenue
         Service and Fitzgeralds Reno, Inc.

52.      Maintenance Contract, dated as of July 2, 1996, between Kronos and
         Fitzgeralds Casino/Hotel.

53.      Agreement, dated as of June 23, 2000, between Leroy's Horse & Sports
         Place and Fitzgeralds Reno, Inc.

54.      Guest Pay Agreement, dated as of October 9, 2000, between LodgeNet
         Entertainment Corporation and Fitzgeralds Reno, Inc. dba Fitzgeralds
         Hotel/Casino, as amended by that certain Addendum.

55.      Software Maintenance, dated as of _________, 1996, between Lodging &
         Gaming Systems and Fitzgeralds Hotel & Casino.

56.      Customer Agreement, dated as of October 30, 1998, between Metrocall and
         Fitzgeralds, as amended by that certain Addendum to the Customer
         Agreement.

57.      District Account Maintenance Agreement, dated as of June 24, 1996,
         between MICROS Systems, Inc. and Fitzgerald's Casino & Hotel.

58.      Participation Agreement (G008020) - Battleship, dated as of August 10,
         2000, between Mikohn Nevada and Fitzgerald's Hotel &L Casino.

59.      Participation Agreement - Yahtzee, dated as of September 20, 1999,
         between Mikohn Gaming Corporation and Fitzgerald's Hotel & Casino.

60.      Vertical Transportation Maintenance Agreement dated April 1, 1998,
         between Montgomery KONE, Inc. and Fitzgeralds Reno, Inc.

61.      Pest Control Service Agreement, dated as of June 2, 1998, between Orkin
         and Fitzgeralds Casino/Hotel Reno. (month-to-month).

<PAGE>

62.      Postage Meter Rental Agreement, dated as of July 12, 1993, between
         Pitney Bowes and Fitzgeralds Hotel & Casino.

63.      Management Agreement, dated as of February 2, 2000, between Fitzgeralds
         Reno, Inc. and Plaza Parking, Inc.

64.      Software License Agreement, dated as of June 1, 1998, between ProData
         Computer Services, Inc. and Fitzgeralds Hotel & Casino.

65.      Commercial Lease, dated as of January 30, 1992, between Reno Retail
         Items, Inc. and Scout Development Corporation, as amended by that
         certain Amendment to Lease, dated as of May 14, 1992, between Reno
         Retail Items, Inc. and Scout Development Corporation, as amended by
         that certain Amendment to Lease, dated as of June 1, 1992, between Reno
         Retail Items, Inc. and Scout Development Corporation, as amended by
         that certain Third Amendment to Commercial Lease, dated as of August
         20, 1992, between Reno Souvenir Station, Inc. and Scout Development
         Corporation and, as amended by that certain Fourth Amendment to
         Commercial Lease, dated as of September 4, 1992, between Reno Souvenir
         Station, Inc. and Scout Development Corporation.

66.      Lease Agreement, dated as of April 14, 2000, between Ricoh Leasing (De
         Lage Landen Financial Services) and Fitzgeralds Reno, Inc., as amended
         by that certain Addendum to Ricoh Leasing Lease Agreement.

67.      Lease, dated as of October 31, 1974, between Santino Oppio and Center
         Street Properties Corp. ("CSPC"), as assigned by that certain
         Assignment of Lease and Assumption Agreement, dated as of December 31,
         1986, between CSPC and Nevada Club, Inc., as further assigned by that
         certain Assignment of Lease and Assumption Agreement, dated as of
         December 31, 1986, between Nevada Club, Inc. and the Estate of Lincoln
         Fitzgeralds, Meta K. Fitzgerald, Executrix (successor to Nevada Club,
         Inc.), as further subleased by that certain Sublease, dated as of
         December 31, 1986, between Nevada Club, Inc. and Lincoln Investments,
         Inc. (predecessor to Fitzgeralds Reno, Inc.), as further assigned by
         that certain Assignment of Interest in Lease, dated as of December 23,
         1999, between Barbara A. Oppio and Richard S. Oppio, as successor
         Co-Trustees to Santino Oppio, as Trustee under The Santino Oppio Trust
         Agreement dated March 12, 1991 and Barbara A. Oppio, Richard S. Oppio
         and Janet L. Oppio, which was subsequently transferred and assigned to
         Oppio Investments, LLC on June 14, 2000.

68.      Hotel, Motel & Resort Performance License, dated as of June 1, 1996,
         between SESAC, INC. and Fitzgeralds Casino/Hotel.

69.      Let It Ride Bonus(TM) License Agreement, dated as of July 14, 1997,
         between Shuffle Master, Inc., d/b/a Shuffle Master Gaming and
         Fitzgeralds Reno, Inc.

<PAGE>

70.      Sales/Lease Agreement, dated as of December 13, 1999, between Shuffle
         Master Gaming and Fitzgerald's Casino.

71.      Non-Exclusive* Master Assignment Agreement, dated as of February 17,
         1996, between Sierra Nevada Adjustment Group, Inc. and Fitzgerald's
         Reno, Inc. dba Fitzgeralds Casino/Hotel.

72.      Maintenance Agreement, dated as of April 14, 2000, between Sierra
         Office Solutions and Fitzgeralds Reno, Inc.

73.      Recycled Used Cooking Oil Handling Agreement, dated as of October 3,
         1995, between Sierra Recycling Company and Fitzgeralds Reno, Inc. dba
         Fitzgeralds Casino/Hotel.

74.      Master Software License Agreement (Number 94-1828), dated as of July
         8, 1994, between Software 2000, n/k/a Infinium and Fitzgeralds Reno,
         Inc., as amended by that certain Software Schedule No. 94-
         1828HR/GL/AP.1 and those certain Addenda dated as of July 8, 1994 and
         January 1, 1997.

75.      Ground Lease, dated as of March 1, 1978, between Southern Pacific
         Transportation Company ("Southern Pacific") k/n/a Union Pacific
         Railroad Company, and Donald L. Wilkerson ("Wilkerson"), as amended by
         that certain (i) Supplemental Agreement, dated as of February 22, 1979,
         between Southern Pacific and Wilkerson; (ii) Exercise Of Option To
         Extend Term, dated as of August 22, 1979, executed by Wilkerson
         extending the term of the Ground Lease to February 28, 2023; (iii) as
         amended by that certain Supplemental Agreement, dated as of July 16,
         1984, between Southern Pacific and Plaza Investments; (iv) Memorandum
         Confirming Rent Adjustment, dated as of January 1, 1989, between
         Southern Pacific and Plaza Investments; and (v) Deed of Correction and
         Reaffirmation and Boundary Line Adjustment, dated as of January 26,
         2000, between Union Pacific Railroad Company, G and S and Scout
         Development Corporation, as assigned by that certain Assignment and
         Assumption of Ground Lease Amendment, dated as of February 1, 2000,
         between Scout Development Corporation and Fitzgeralds Reno, Inc.

76.      License/Maintenance Agreement dated as of August 2, 1993, between Tech
         Art and Fitzgerald's - Reno, as amended by that certain Addendum
         (maintenance agreement renewed annually).

77.      Cold Product Lease Agreement, dated as of May 27, 1998, between The
         Swire Coca-Cola Bottling Group and Fitzgeralds Casino (Mollys).
         (month-to-month).

78.      Elevator/Escalator Service-Main Building, dated as of August 24, 1987,
         between ThyssenKrupp Elevator Corporation and Lincoln Management.

<PAGE>

79.      Check Collection Agreement, dated as of March 25, 1998, between
         Universal Recovery Corporation and Fitzgeralds Reno, Inc., as amended
         by that certain Addendum.

80.      Rental Service Agreement, dated as of August 30, 1999, between Vogue
         Laundry and Dry Cleaners, Inc. and Fitzgeralds Reno, Inc.

81.      Service Agreement-Casino Player Count Service dated as of February 1,
         1996, between Wells Gaming Research and Fitzgeralds Gaming Corporation.

82.      Equipment Lease Agreement, dated as of October 10, 1998, between
         XPERTX, INC. and Fitzgeralds Reno, Inc (month to month)(maintenance is
         also month to month at a cost of $1,425.00 per month)

83.      Keno Vortex System Lease/Software License dated as of October 10, 1996,
         between XPERTX, INC. and Fitzgeralds Reno, Inc.

84.      Maintenance Agreement (Contract No. R00787Cl), dated as of February 7,
         2000, between YESCO and Fitzgeralds - Reno, as amended by that certain
         Addendum, dated as of March 24, 2000.

85.      Maintenance Agreement, dated as of June 1, 1998, between YESCO and
         Fitzgeralds.

86.      Lease Agreement (Contract No. R09250C), dated as of October 14, 1997,
         between YESCO and Fitzgerald's Reno Incorporated, as amended by that
         certain Addendum.