AGREEMENT
                            REGARDING PRE-NEGOTIATED
                                  RESTRUCTURING


                         FITZGERALDS GAMING CORPORATION
                         FITZGERALDS BLACK HAWK, INC.
                       FITZGERALDS BLACK HAWK II, INC.
                         FITZGERALDS LAS VEGAS, INC.
                        FITZGERALDS MISSISSIPPI, INC.
                            FITZGERALDS RENO, INC.
                           FITZGERALDS SOUTH, INC.
                  101 MAIN STREET, Limited Liability Company
                           FITZGERALDS INCORPORATED
                  FITZGERALDS FREMONT EXPERIENCE CORPORATION


                                       and


                               Philip D. Griffith
                              Michael E. McPherson
                                   Max L. Page
                                 Paul H. Manske



                                       and




                 MEMBERS OF INFORMAL COMMITTEE OF HOLDERS OF
                     12.25% SENIOR SECURED NOTES DUE 2004



December 1, 2000

<PAGE>

                                TABLE OF CONTENTS

                                                                          PAGE

RECITALS       ..............................................................1

AGREEMENT      ..............................................................2

Article I      Definitions...................................................2

Article II     General Terms of Restructuring...............................10
      Section 2.1    General Purpose of Agreement...........................10
      Section 2.2    Acknowledgment of Obligations..........................11
      Section 2.3    Acknowledgment of Security Interests...................11
      Section 2.4    Acknowledgement of Binding Effect of
                     Documents..............................................11
      Section 2.5    No Other Waivers; Reservations of Rights...............11

Article III    Liquidation of Operating Companies and the Chapter
               11 Cases.....................................................12
      Section 3.1    Sales of Operating Companies and
                     Commencement of Chapter 11 Cases.......................12
      Section 3.2    Sale Negotiations......................................13
      Section 3.3    Certain Agreements to Cooperate and Other
                     Rights Respecting Claims Purportedly Owned
                     by Fitzgeralds Sugar Creek, Inc........................14
      Section 3.4    Forbearance by Consenting Noteholders and
                     the Indenture Trustee..................................14
      Section 3.5    Consenting Noteholder Representation...................14
      Section 3.6    Treatment of FGC Equity Interests......................14
      Section 3.7    Treatment of Subsidiary Equity Interests...............14
      Section 3.8    Pre-Petition Cash Distribution to Certain
                     Unsecured Creditors....................................15
      Section 3.9    Treatment of the Foothill Claim........................16
      Section 3.10   Certain Obligations in respect of Official
                     Noteholder Committee...................................16

Article IV     Treatment of Noteholder Claims...............................16
      Section 4.1    Pre-Petition Cash Distribution.........................16
      Section 4.2    Additional Excess Cash Distributions...................16
      Section 4.3    Distribution of Sale Proceeds..........................17

Article V      Senior Management Incentive Program..........................17
      Section 5.1    Senior Management Role.................................17
      Section 5.2    Cash Distribution Incentive............................18
      Section 5.3    Senior Management's Ownership of Nevada
                     Purchase Notes.........................................20
      Section 5.4    Retention and Severance................................20
      Section 5.5    Certain Agreements with Senior Management
                       Regarding Compensation Clawback and
                     Non-Compete Agreements.................................21

<PAGE>

      Section 5.6    Senior Management Employment Agreements and
                     Compensation...........................................22
      Section 5.7    Bankruptcy Court Approval..............................23
      Section 5.8    Agreement to Waive Claims by Senior
                     Management.............................................23
      Section 5.9    Replacement of Executives..............................24
      Section 5.10   Waiver of all FSI Warrants.............................24

Article VI     Liquidating Trust............................................24

Article VII    Lockup and Conditions on Transfer of Notes...................25
      Section 7.1    Reserved...............................................25
      Section 7.2    Restrictions On Transfer of Notes, Claims
                     and Interests..........................................25
      Section 7.3    Material Reliance......................................26
      Section 7.4    Remedies...............................................26

Article VIII   Representations and Warranties...............................27
      Section 8.1    Senior Management......................................27
      Section 8.2    Debtors and Senior Management..........................27
      Section 8.3    Consenting Noteholders.................................29

Article IX     Bankruptcy Process...........................................30
      Section 9.1    Bankruptcy Filing......................................30
      Section 9.2    Support of Agreement and Restructuring.................30
      Section 9.3    No Improper Solicitation...............................32
      Section 9.4    Official Noteholder Committee..........................32
      Section 9.5    Debtors' Professionals.................................32
      Section 9.6    Rights of Parties in the Event the Indenture
                     Trustee Acts in a Manner inconsistent with
                     this Agreement.........................................33

Article X      Conduct of Business..........................................33
      Section 10.1   Conduct of Business....................................33
      Section 10.2   Capital Expenditures...................................35

Article XI     Conditions Subsequent, Defaults and Remedies.................35
      Section 11.1   Debtors' Right to Terminate Agreement Upon
                     Condition Subsequent...................................35
      Section 11.2   Consenting Noteholders Right to Terminate
                     Agreement Upon Condition Subsequent....................36
      Section 11.3   Senior Management's Right to Terminate
                     Agreement Upon Condition Subsequent....................36
      Section 11.4   Consenting Noteholder Default..........................37
      Section 11.5   Remedies in the Event of a Consenting
                     Noteholder Default.....................................38
      Section 11.6   Debtors' Default.......................................38
      Section 11.7   Remedies in the Event of a Debtors' Default............39
      Section 11.8   Senior Management Default..............................39
      Section 11.9   Remedies in the Event of a Senior Management
                     Default................................................40

<PAGE>

      Section 11.10  Limited Right To Terminate Agreement By
                     Consenting Noteholders.................................40
      Section 11.11  Limitation on Right To Terminate Agreement
                     By the Debtors' or Senior Managements'
                     Default................................................42
      Section 11.12  Termination Due to Failure to Settle Papers
                     and Orders.............................................42

Article XII    Miscellaneous................................................42
      Section 12.1   Successors and Assigns.................................42
      Section 12.2   Successors and Assigns.................................42
      Section 12.3   Notices................................................43
      Section 12.4   Amendments.............................................45
      Section 12.5   Enforcement............................................45
      Section 12.6   Headings...............................................45
      Section 12.7   Counterparts...........................................45
      Section 12.8   Entire Agreement.......................................45
      Section 12.9   Time Is of the Essence.................................45
      Section 12.10  Extension of Senior Management's Employment............45
      Section 12.11  Effect of Termination of This Agreement................45
      Section 12.12  Jurisdiction; Waiver of Jury Trial.....................45

<PAGE>

                                  EXHIBIT LIST

                                   EXHIBITS TO
               AGREEMENT REGARDING PRE-NEGOTIATED RESTRUCTURING


Exhibit "1"    Protocol Motion

Exhibit "2"    Form of Escrow  Agreement for the Retention and Severance Payment
               (See Section 7.2(b))

Exhibit "3"    Compensation Motion

Exhibit "4"    Form of Liquidating Trust Agreement

Exhibit "5"    Form of Transferee Agreement

Exhibit "6"    Form of Legal Opinion

Exhibit "7"    List of Subsidiaries

Exhibit "8"    Agreement Regarding Use of Cash Collateral

Exhibit "9"    Interim Fee Procedures Motion and Order

Schedule 2.3   Liens

Schedule 8.1   Claims/Interests

<PAGE>

      This   RESTRUCTURING   AGREEMENT  dated  as  of  December  1,  2000  (this
"Agreement")  is entered into by and among  Fitzgeralds  Gaming  Corporation,  a
Nevada  corporation   ("FGC")  and  the  following   Subsidiaries;   Fitzgeralds
Mississippi,  Inc. a Mississippi corporation,  ("FMI"), 101 Main Street, Limited
Liability   Company,   a  Colorado   limited-liability   company  ("101  Main"),
Fitzgeralds Reno, Inc., a Nevada corporation  ("FRI") and Fitzgeralds Las Vegas,
Inc., a Nevada corporation ("FLVI"  collectively with FMI, 101 Main and FRI, the
"Operating   Companies"),   Fitzgeralds  Black  Hawk,  Inc.  ("FBHI")  a  Nevada
corporation,  Fitzgeralds Black Hawk II, Inc. ("FBHII"), a Colorado corporation,
Fitzgeralds  Fremont  Experience  Corporation,  a Nevada  corporation  ("FFEC"),
Fitzgeralds South, Inc. ("FSI"), a Nevada corporation, Fitzgeralds Incorporated,
a Nevada  corporation ("FI" and collectively with FGC, FBHI, FBHII, FFEC and FSI
and the Operating Companies,  the "Debtors") and Philip D. Griffith,  Michael E.
McPherson, Paul H. Manske and Max L. Page (each an "Executive" and collectively,
"Senior Management"),  and with various funds and accounts advised by affiliates
of Putnam  Investment  Management,  Inc., The Putnam Advisory Company and Putnam
Fiduciary  Trust Company  identified  specifically on the signature pages hereto
(collectively,  "Putnam"),  Morgan  Stanley  Dean Witter High Yield  Securities,
Inc., Morgan Stanley Dean Witter High Income Advantage Trust, and Morgan Stanley
Dean Witter High Income  Advantage  Trust II,  Morgan  Stanley  Dean Witter High
Income Advantage III, Morgan Stanley Dean Witter Variable Investment Series High
Yield Portfolio, Morgan Stanley Dean Witter Diversified Income Trust, and Morgan
Stanley Dean Witter Select Dimensions Investment Series--The  Diversified Income
Portfolio  (collectively,  "MSDW"),  various  affiliates of  Contrarian  Capital
Management,  L.L.C.  and  Contrarian  Capital  Advisors,  L.L.C.  (collectively,
"Contrarian"),  Prudential  High Yield Fund Inc. and The Prudential  Series Fund
Inc., High Yield Bond Portfolio (collectively, "Prudential").

                                      RECITALS

      WHEREAS, pursuant to that certain Indenture dated as of December 31, 1997,
(the "Indenture") by and among FGC as obligor; the Operating Companies, FSI, FI,
FBHI, FFEC and FBHII as guarantors (the "Guarantors"); and The Bank of New York,
a New York banking  corporation,  and any successor in interest (the  "Indenture
Trustee"),  as trustee thereunder,  FGC has issued $205,000,000 principal amount
of its 12.25% Senior Secured Notes due 2004 (the "Notes"); and

      WHEREAS,  FGC is currently in default of certain of its  obligations  with
respect to the Notes including, among other things, its failure to make interest
payments due  thereunder on June 15, 1999,  December 15, 1999 and June 15, 2000,
which failures constitute "Events of Default" under the Indenture; and

      WHEREAS,  the Debtors,  Senior  Management and the Consenting  Noteholders
believe that the fair market value of the real and  personal  property  securing
the Notes is less than the total  outstanding  principal  and interest due under
the Notes, and that the fair market value of Debtors' real and personal property
not securing the Notes is less than the amount of the unsecured deficiency claim
of the Noteholders; and

      WHEREAS,  the  parties'  primary  objective  in this  restructuring  is to
maximize the value of the Noteholders'  recoveries in as much as the obligations

<PAGE>

owed by the  Debtors  to the  Noteholders  constitute  in  excess  of 90% of the
Debtors'  liabilities,  and the parties' desire to obtain this objective through
an expeditious and orderly sale of the Operating  Companies as going concerns by
asset and/or stock sales and the distribution of the net proceeds therefrom; and

      WHEREAS,  the  Consenting  Noteholders  and the  Debtors  are  desirous of
maintaining the stability of operations and gaming  licensing during the sale of
the stock and/or assets of the Operating Companies,  and have determined that it
is  important  to retain  Senior  Management;  each  Executive  has  advised the
Consenting Noteholders and the Debtors that, subject to the conditions set forth
in this  Agreement,  each  Executive  is  prepared  to remain in such employ and
forego  alternative  employment  opportunities  in favor of  remaining  with the
Debtors through the  Liquidation  Date and the Cash  Distribution  Incentive and
Retention Payment have been developed and negotiated (and as incorporated in the
Chapter 11 Senior  Management  Retention and Severance  Program  entered into by
Debtors and Senior  Management) to provide an incentive for Senior Management to
remain with the Debtors,  thereby  enhancing the  probability  that maximum sale
proceeds  will be  realized  from the sale of the  assets  (or the stock) of the
Operating  Companies  and  the  sale  of  the  remaining  assets  of  FGC  in an
expeditious manner.

      WHEREAS,  certain of the  Executives  are  licensed  under gaming laws and
regulations  applicable to the Debtors and own a substantial portion of Existing
Common Stock.

                                    AGREEMENT

      NOW,  THEREFORE,  in consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the Debtors, Senior Management and where applicable,  each of the
Executives and the  Consenting  Noteholders  (severally and neither  jointly nor
jointly and severally) hereby covenant and agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      For purposes of this Agreement, the following capitalized terms shall have
the following meanings:

      "101  Main"  has the same  meaning  as set forth in the  Preamble  to this
Agreement, and is a wholly owned subsidiary of FBHII.

      "363  Motion"  means each  motion(s)  filed by one or more of the  Debtors
seeking an order  authorizing  the sale of the  assets of one or more  Operating
Companies,  or the stock of such companies,  free and clear of Liens pursuant to
Section 363 of the  Bankruptcy  Code 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, as set forth in the Protocol Motion.

      "Affiliate" has the same meaning as the term "affiliate" in the Indenture.

      "Agreement" means this Restructuring Agreement.

      "Article" means an Article of this Agreement, unless the context otherwise
indicates.

<PAGE>

      "Bankruptcy  Code"  means the  Bankruptcy  Reform  Act of 1978,  Title 11,
United States Code, as now in effect or hereafter amended,  11 U.S.C. ss.ss. 101
ET SEQ.

      "Bankruptcy  Court"  means  the  United  States  Bankruptcy  Court for the
District of Nevada, Northern Division.

      "Bankruptcy  Rules"  means  the  Federal  Rules of  Bankruptcy  Procedure,
promulgated  pursuant  to 28 U.S.C.  ss. 2075 and the Local Rules of Practice of
the United States Bankruptcy  Court,  District of Nevada as applicable from time
to time during the Chapter 11 Cases.

      "Beneficial Owner" has the meaning set forth in Section 7.2.

      "Best  Rejected  Offer" means with respect to the assets (or the stock) of
each Operating  Company,  the Rejected Offer with the highest proposed  purchase
price.

      "Bonus Formula" has the meaning set forth in Section 5.6.

      "Business Day" means any day except  Saturday,  Sunday,  or a day in which
commercial  banks in the state of Nevada or state of New York are  authorized or
required by law to close.

      "Cash Collateral Stipulation" has the meaning set forth in Section 9.1.

      "Cash Distribution Incentive" has the meaning set forth in Section 5.2.

      "Chapter 11 Cases" has the meaning set forth in Article II.

      "Compensation Motion" has the meaning set forth in Section 5.7.

      "Confirmation  Date" means the date upon which the Bankruptcy Court enters
its order confirming the Plan for FGC.

      "Consenting Noteholders" means, collectively, (i) Putnam, MSDW, Contrarian
and  Prudential,  (ii) any  Transferees to whom a transfer of any Notes has been
effected  by any  Consenting  Noteholder  after  the date  hereof  and (iii) any
Noteholders that are Affiliates of any Transferees.

      "Contrarian" has the meaning set forth in the Preamble to this Agreement.

      "Court Approval Date" has the meaning set forth in Section 5.2.

      "Debtors" has the meaning set forth in the Preamble to this Agreement.

      "Debtors'  Professionals"  means Gordon & Silver,  Ltd., KPMG, LLP, Arthur
Andersen,  LLP, Hughes,  Hubbard and Reed,  Deloitte & Touche LLP and such other
professionals  retained  by the  Debtors  to advise  and  represent  them in the
Restructuring and in the Chapter 11 Cases.

      "Deemed Sales Prices" means the sales price at which the assets (or stock)
of each  Operating  Company are ultimately  sold,  including a credit bid by the
Indenture Trustee;  provided,  however, that if a bid for the assets or stock of
any  Operating  Company  made at any auction is not  accepted  by the  Indenture

<PAGE>

Trustee and the  auction is  terminated,  the last bid before  such  auction was
terminated shall be the Deemed Sales Price of such Operating Company.

      "Default Date" has the meaning set forth in Section 5.2.

      "Default Extension Period" with respect to each Operating Company shall be
a period of three  months  plus the time to obtain  Bankruptcy  Court and gaming
regulatory approvals of a new sale transaction.

      "Delay Extension Period" has the meaning set forth in Section 5.2.

      "Discount Rate" has the meaning set forth in Section 5.2.

      "Distributable  Cash" means the sum of: (a) all Excess Cash  Distributions
paid to the Indenture Trustee; (b) net cash and non-cash  consideration received
by the Indenture  Trustee or the beneficiaries of the Liquidating Trust from the
sales of assets (or stock) of  Operating  Companies  and the Deemed  Sales Price
(without  duplication);  (c) all Purchase Notes received by the Debtors; (d) the
Nevada  Purchase  Notes  received by the  Debtors;  (e) the  proceeds of the Net
Residual Assets; (f) the amount of the Retention Payment; (g) the amount paid to
Houlihan Lokey by FGC and/or the other Debtors in excess of $600,000.00; (h) the
sum of each Higher  Offer  Amount;  and (i) the Deemed Sales Price to the extent
not included in subpart (b) of this  paragraph.  No  component of  Distributable
Cash  shall  be  reduced  by the Cash  Distribution  Incentive  payment(s)  when
determining Distributable Cash.

      "Distribution Date" has the meaning set forth in Section 5.2.

      "Effective  Date" means the later of the first  Business Day following the
closing  date of the sale of the last of the assets (or stock) of the  Operating
Companies or the first Business Day that is at least eleven  calendar days after
the Confirmation Date of the FGC Plan.

      "Events  of  Default"  as  used in the  Recitals  and  Article  II of this
Agreement shall have the meaning provided in the Indenture.

      "Excess  Cash" means  $13,000,000  distributed  pursuant to Section 4.1 of
this  Agreement  and, with respect to any  applicable  period after the Petition
Date,  all  cash  and  all  cash  equivalents  held  by the  Debtors  (excluding
Restricted  Cash and the  Retention  Payment to the extent not  included  in the
definition of Restricted Cash) in Excess of  $15,000,000.00  PLUS the applicable
Purchase  Agreement  Cash  Reserve PLUS the amount of any bid  protection  (i.e.
Breakup fee) or expense  reimbursement  then pending in an application or stated
in an order therefore .

      "Excess Cash Distributions" has the meaning set forth in Section 4.2.

      "Executive" has the meaning set forth in the Preamble to this Agreement.

      "Executive Claims/Interests" has the meaning set forth in Section 7.2.

      "Executive Payment" has the meaning set forth in Section 5.5.


<PAGE>

      "Existing  Common  Stock" means all the  outstanding  and existing  common
stock and related options and warrants (if any) of FGC.

      "Existing  Preferred  Stock"  means all of the  outstanding  and  existing
preferred  stock  of  FGC  and  related  options  and  warrants,  including  the
cumulative redeemable preferred stock of FGC issued pursuant to a Certificate of
Designation of Preferences and Rights dated the 8th day of December 1995.

      "Extended Transactions" has the meaning set forth in Section 5.2.

      "FBHI" has the same meaning set forth in the  Preamble to this  Agreement,
and is a wholly owned subsidiary of FI.

      "FBHII" has the same meaning set forth in the Preamble to this  Agreement,
and is a wholly owned subsidiary of FBHI.

      "FFEC" has the meaning set forth in the Preamble of this Agreement, and is
a wholly owned subsidiary of FLVI.

      "FI" has the same meaning set forth in the Preamble to this Agreement, and
is a wholly owned subsidiary of FGC.

      "FLVI" has the same meaning set forth in the  Preamble to this  Agreement,
and is a wholly owned subsidiary of FSI.

      "FAMI" has the same  meaning set forth in Section 5.8 and is a  Non-Debtor
Affiliate.

      "Final Order" means an order,  judgment or other decree of the  Bankruptcy
Court which has not been  appealed,  vacated,  reversed,  modified or amended or
stayed,  and for  which  the time to appeal  or seek  review  or  rehearing  has
expired.

      "FM" has the same  meaning  set forth in Section  5.8 and is a  non-Debtor
Affiliate.

      "FMI" has the same  meaning set forth in the  Preamble to this  Agreement,
and is a wholly owned subsidiary of FSI.

      "FRI" has the same  meaning set forth in the  Preamble to this  Agreement,
and is a wholly owned subsidiary of FGC.

      "FSI" has the meaning set forth in the Preamble to this Agreement,  and is
a wholly owned subsidiary of FGC.

      "Fitzgeralds Black Hawk" means the assets comprising the Fitzgeralds Black
Hawk Casino owned and operated by 101 Main.

      "Fitzgeralds  Las Vegas" means the assets  comprising the  Fitzgeralds Las
Vegas Hotel and Casino owned and operated by FLVI.


<PAGE>

      "Fitzgeralds  Reno" means the assets comprising the Fitzgeralds Reno Hotel
and Casino owned and operated by FRI.

      "Fitzgeralds  Tunica" means the assets  comprising the Fitzgeralds  Tunica
Hotel and Casino owned and operated by FMI.

      "Foothill" means Foothill Capital Corporation, a California corporation.

      "FSI  Warrants"  means any warrants to purchase  shares of common stock of
FSI, formally known as Fitzgeralds Gaming Corporation, issued in connection with
the issuance of  $36,000,000  in  aggregate  amount of Senior  Secured  Notes in
February 1994.

      "Guarantors" has the meaning set forth in the Recitals to this Agreement.

      "Higher  Offer  Amount"  means with respect to the assets or stock of each
Operating Company,  the difference between: (a) the Best Rejected Offer; and (b)
the Deemed Sales Price;  PROVIDED,  HOWEVER, if (a) is less than (b), the Higher
Offer Amount  shall be deemed to equal zero.  For  purposes of  calculating  the
Higher  Offer  Amount,  the assets (or stock) of any  Operating  Company,  which
remain  unsold as of the  Liquidation  Date,  shall have a Deemed Sales Price of
zero only if there was no bid at the  auction  other  than the credit bid of the
Indenture Trustee.

      "Houlihan Lokey" means Houlihan Lokey Howard Zukin Capital.

      "Indenture" has the meaning set forth in the Recitals to this Agreement.

      "Indenture  Trustee"  has the  meaning  set forth in the  Recitals to this
Agreement.

      "Informal Committee" means the informal committee of Noteholders comprised
of Consenting Noteholders signatory hereto.

      "Informal Committee  Professionals"  means Ropes & Gray and Houlihan Lokey
and such other  professionals  retained by the Informal  Committee  from time to
time.

      "Interim  Fee  Procedures  Motion and Order" has the  meaning set forth in
Sections 9.4 and 9.5.

      "Legal Opinion" has the meaning set forth in Section 7.2.

      "Leveraged  Offer(s)" means any offer to acquire one or both of the Nevada
Properties, which among other things, is conditioned upon the applicable selling
Debtor accepting a Nevada Purchase Note(s) as consideration.

      "Lien"  has the  meaning  set forth in Section  101(37) of the  Bankruptcy
Code.

      "Liquidation  Date" means the date which is the later of: (a) December 31,
2001;  (b) the  termination  of the last  Delay  Extension  Period;  and (c) the
termination of the last Default Extension Period.


<PAGE>

      "Minimum  Spread"  means an  amount  equal to 500  basis  points  plus the
product of 20 basis points times the  difference  between 25% and the percentage
of  shareholders'  equity  as a  portion  of total  financing  debt  and  equity
capitalization of the Buyer on the closing date of the sale.

      "Motions"  means   individually  and  collectively  the  Protocol  Motion,
Compensation  Motion,  363  Motion,   Motion  to  Approve  the  Cash  Collateral
Stipulation and the Interim Fee Procedures Motion.

      "MSDW" has the meaning set forth in the Preamble to this Agreement.

      "Net Distributable Cash" means cash and non-cash  consideration  available
for distribution to the Indenture  Trustee (and the Noteholders) and shall equal
the  Distributable  Cash less the sum of:  (a) the Cash  Distribution  Incentive
payments;  (b) the Retention  Payment;  (c) the amount paid to Houlihan Lokey by
FGC and/or the other Debtors in excess of $600,000.00; and (d) to the extent any
Higher Offer Amounts greater than zero are included in  Distributable  Cash, the
sum of each  such  Higher  Offer  Amount  and the  portion  of value  ultimately
realized  from the sale of the  assets  (or  stock)  of each  individual  unsold
Operating Company to which each such individual Higher Offer Amount relates.

      "Net Residual Assets" means an amount equal to the difference between: (a)
the Residual Assets, minus (b) the Tail Liability.

      "Nevada  Club,  Inc." has the  meaning  set forth in Section  5.8 and is a
wholly owned subsidiary of FGC and a Non-Debtor Affiliate.

      "Nevada  Properties"  means Fitzgeralds Las Vegas and Fitzgeralds Reno and
"Nevada Property" means either of the Nevada Properties.

      "Nevada  Purchase  Note(s)"  means a note  issued  (or to be  issued) by a
purchaser  in  connection  with  the  acquisition  of one or both of the  Nevada
Properties.  Each  Nevada  Purchase  Note  shall have  terms,  which are no less
favorable to the Debtors than the Nevada Purchase Note Terms.

      "Nevada  Purchase Note Terms" means in respect of a Nevada  Purchase Note:
(a)  securing  the  obligations  under such  Nevada  Purchase  Note with a first
priority  lien,  mortgage and security  interest on all assets of the  Operating
Company having been sold in respect of that Nevada Purchase Note; (b) a maturity
date  (without  acceleration)  of the  principal  of all interest on such Nevada
Purchase  Note  not  later  than  the  sixth  anniversary  of  its  making;  (c)
representations, warranties, defaults and restrictive covenants on operation and
financing  activities  of the  maker  that  are  customary  for  senior  secured
indebtedness in the gaming industry; (d) a principal amount that does not exceed
85% of the purchase price for such Operating  Company;  (e) interest  payable in
cash not less than semi-annually; and (f) an interest rate not less than the sum
of the Minimum  Spread plus the interest rate on U.S.  Treasury  Notes as of the
date of the closing with the same maturity date as such Nevada Purchase Note.

      "Non-Debtor Affiliates" has the meaning set forth in Section 5.8.


<PAGE>

      "Noteholders" means any beneficial holder of Notes.

      "Notes" has the meaning set forth in the Recitals to this Agreement.

      "Official  Noteholder  Committee" means an official  committee as provided
for by Section  1102(a)(1) of the  Bankruptcy  Code,  the majority of members of
which are Consenting Noteholders.

      "Operating Cash" shall mean, with respect to the Operating  Companies as a
group,  cash and cash  equivalents  (exclusive of Restricted  Cash) in the total
amount of $13  million.  With  respect  to each  individual  Operating  Company,
Operating  Cash shall mean cash and cash  equivalents  (exclusive  of Restricted
Cash) in the following amounts: FRI - $3 million; 101 Main - $2.5 million;  FLVI
- $3.5 million; and FMI $4 million.

      "Operating  Companies"  has the meaning set forth in the  Preamble to this
Agreement and "Operating Company" means any of the Operating Companies.

      "Operating Pleadings" has the same meaning set forth in Section 9.1.

      "Petition Date" means the date that the Debtors file their petitions under
Chapter 11 with the Bankruptcy Court.

      "Petition Pleadings" has the meaning set forth in Section 9.1.

      "Pre-Petition Cash Distribution" has the meaning set forth in Section 4.1.

      "Pre-Petition Unsecured Payment" has the meaning set forth in Section 3.8.

      "Properties" means, collectively,  Fitzgeralds Black Hawk, Fitzgeralds Las
Vegas,  Fitzgeralds  Reno and Fitzgeralds  Tunica.  "Property"  means any of the
Properties.

      "Plan" means  plan(s) of  reorganization  to be proposed by the Debtors on
terms  consistent and in accordance  with this  Agreement,  which plan(s) are in
form and substance reasonably acceptable to the Consenting Noteholders.

      "Protocol Motion" means the Motion for Order Approving Procedures for Sale
of Assets  Free and Clear of Liens,  Claims  and  Interest  and  Assumption  and
Assignment of Certain Executory Contracts and Unexpired Leases, in substantially
the form  attached  hereto as Exhibit "1," to be filed on the Petition  Date for
the  purposes  of  establishing  the  procedures  by which  sales  of  Operating
Companies  shall be  documented,  advertised  and brought  before the Bankruptcy
Court for approval.

      "Prudential" has the meaning set forth in the Preamble to this Agreement.

      "Purchase Agreement Cash Reserve" means, at all times when the Debtors are
party to  definitive  purchase  agreements  for a number of Operating  Companies
listed below, the amount in the following chart:

<PAGE>

<TABLE>
<CAPTION>

               # OF OPERATING COMPANIES   AMOUNT
                 UNDER P & S CONTRACTS
                          <S>           <C>
                          0             $0
                          1             $3,000,000
                          2             $4,000,000
                          3             $5,000,000
                          4             $7,500,000

</TABLE>

      "Purchase Note(s)" means a note issued (or to be issued) by a purchaser in
favor of FMI or 101 Main  (or  both as the case may be) in  connection  with the
acquisition of Fitzgeralds Black Hawk and/or Fitzgeralds Tunica.

      "Putnam" has the meaning set forth in the Preamble to this Agreement.

      "Qualified  Offer"  means a cash offer with respect to  Fitzgeralds  Black
Hawk and Fitzgeralds  Tunica, and means either a cash offer or a Leveraged Offer
with respect to either  Fitzgeralds Las Vegas or Fitzgeralds Reno. Such offer(s)
shall  be from a  party  that  more  likely  than  not can  close  the  proposed
transaction,   including  obtaining  any  necessary  financing   (excluding  any
financing  which  consists of a Nevada  Purchase  Note) and  required  licensing
approvals,  and shall contain  substantially all of the  non-financial  material
terms and conditions  contained in the Purchase and Sale  Agreement  attached as
Exhibit "2" to the Protocol Motion.

      "Rejected  Offer" means any Qualified Offer (excluding any Leveraged Offer
made by any Executive or his Affiliates)  received for the assets (or the stock)
of any of the Operating  Companies of which FGC recommends the  acceptance,  but
which the Informal Committee (or the Official Noteholder Committee,  as the case
may be) or Indenture Trustee elects to reject.

      "Residual  Assets" means,  without  duplication of any other  component of
Distributable  Cash, all tangible and intangible assets belonging to the Debtors
and to the  Liquidating  Trust  which,  as of the  Liquidation  Date,  are not a
Purchase Note(s),  Nevada Purchase Note(s) or operating assets (or stock) of any
Operating Company that has not been sold.

      "Restricted Cash" means cash which, in accordance with generally  accepted
accounting  principles ("GAAP")  consistently applied, is properly classified on
the balance sheet of FGC and/or any of its  subsidiaries  as  "restricted."  The
$2,400,000.00  placed in escrow for the  Retention  Payment  and/or any unfunded
portion   thereof   shall   automatically   be   considered    Restricted   Cash
notwithstanding   requirements   pursuant  to  GAAP  to  classify  such  amounts
otherwise.

      "Restructuring" has the meaning set forth in Article II.

      "Retention Payment" has the meaning set forth in Section 5.4.

      "Section" means a Section of this Agreement  unless the context  otherwise
indicates.

      "Security  Documents" as used in Article II of this  Agreement  shall have
the meaning provided in the Indenture.


<PAGE>

      "Senior  Management"  has the  meaning  set forth in the  Preamble to this
Agreement.

      "Senior Management Affiliate" has the meaning set forth in Section 10.1.

      "Senior   Management   Incentive  Program"  means  the  Cash  Distribution
Incentive and  Retention  Payment  payable to Senior  Management as set forth in
Article V and the Executive Payment.

      "Subject Parties" has the meaning set forth in Section 7.2.

      "Successors" has the meaning set forth in Section 7.2.

      "Subsidiaries"  means FRI, 101 Main, FMI, FI, FSI, FBHI,  FBHII,  FFEC and
FLVI.

      "Tail  Liability"  is any  liability  (excluding  the Notes) of any of the
Debtors not assumed in connection  with a purchase of the assets or the stock of
the Operating Companies.

      "Transfer" has the meaning set forth in Section 7.2.

      "Transferee" has the meaning set forth in Section 7.2 of this Agreement.

      "Transferee Agreement" has the meaning set forth in Section 7.2.

      "Transferor" has the meaning set forth in Section 7.2.

      "Unsecured Debt Cap" has the meaning set forth in Section 3.8.

      "UST" means the Office of the United States Trustee.

                                     ARTICLE II
                         GENERAL TERMS OF RESTRUCTURING

      SECTION 2.1 GENERAL  PURPOSE OF AGREEMENT.  The parties to this  Agreement
have agreed to a restructuring  of the Debtors which shall be implemented by the
Debtors  commencing  cases under Chapter 11 of the Bankruptcy Code (the "Chapter
11 Cases")  in  Bankruptcy  Court (the  "Restructuring").  The  Debtors,  Senior
Management  and the  Consenting  Noteholders  have concluded that the enterprise
value of the  Debtors  (including  separate  sales of the  Operating  Companies'
assets or stock) is not  sufficient to pay all claims in respect of the Notes in
full, and therefore no  distribution  will be made to holders of Existing Common
Stock,   Existing  Preferred  Stock  and  the  FSI  Warrants.   The  Debtors  in
coordination  and cooperation  with the Informal  Committee will seek purchasers
for the assets (or the stock) of the Operating Companies during the period prior
to the  filing of the  Chapter 11 Cases.  In order to  accomplish  this  orderly
liquidation, the Debtors shall file petitions for relief under Chapter 11 of the
Bankruptcy  Code and proceed by way of 363  Motions(s)  and/or Plan(s) to obtain
approval  of sales  agreements  with  such  purchasers  in  accordance  with the
Protocol Motion,  and in the event sales agreements are not entered into for the
sale of the assets (or the stock) of all of the Operating Companies, to sell the
assets (or the stock) of any remaining  Operating  Companies  through an auction
process  before the Bankruptcy  Court.  The  Restructuring  will provide for the

<PAGE>

Indenture   Trustee  (and  thereby,   the   Noteholders)   to  receive  the  Net
Distributable  Cash.  Additionally,  given the  regulatory  approvals  needed to
accomplish  the  Restructuring,  and in recognition of the need to retain Senior
Management  in  order to  insure  continuity  and  compliance  with  all  gaming
regulations  and licensing  requirements in the Debtors'  operations  during the
Restructuring,  the Senior  Management  Incentive Program will be adopted by the
Debtors  as a  preventative  measure  in  order to  retain  key  executives  and
adequately  compensate  them for their  continued  employment  with the  Debtors
during the  Restructuring  and to  incentivise  Senior  Management to obtain the
highest return for the Noteholders.  The summary of the  Restructuring set forth
in this Section 2.1 is qualified in its entirety by the other provisions of this
Agreement, which provide a more detailed description of the terms and conditions
of the Restructuring.

      SECTION  2.2  ACKNOWLEDGMENT  OF  OBLIGATIONS.   FGC  and  the  Guarantors
acknowledge,  confirm  and  agree  that  as of the  date  hereof,  FGC  and  the
Guarantors  are indebted to the  Indenture  Trustee in the  principal  amount of
$205,000,000  with  respect to the Notes,  together  with  accrued  interest  of
approximately  $56,800,000,  plus certain  charges and expenses of the Indenture
Trustee.  Such  amounts,  and fees,  costs,  expenses  and other  charges now or
hereafter   payable  under  the   Indenture  and  the  Security   Documents  are
unconditionally  owing by FGC and the  Guarantors  without  offset,  defense  or
counterclaim  by the  Debtors  of any kind,  nature or  description  whatsoever,
except as may be limited by bankruptcy, insolvency,  reorganization,  moratorium
or other similar laws relating to or limiting  creditors' rights generally or by
equitable principles relating to enforceability.

      SECTION 2.3 ACKNOWLEDGMENT OF SECURITY  INTERESTS.  FGC and the Guarantors
hereby acknowledge,  confirm and agree that as of the date hereof, the Indenture
Trustee  (for the  benefit of the  Noteholders)  has and shall  continue to have
valid,  enforceable  and  perfected  liens  upon and  security  interest  in the
collateral  heretofore granted to the Indenture Trustee pursuant to the Security
Documents (except as may be limited by bankruptcy,  insolvency,  reorganization,
moratorium  or other  similar  laws  relating to or limiting  creditors'  rights
generally with respect to enforceability or by equitable  principles relating to
enforceability),  subject  only  to the  liens  described  on  Schedule  2.3 not
exceeding the amount listed thereon.

      SECTION 2.4  ACKNOWLEDGEMENT  OF BINDING EFFECT OF DOCUMENTS.  FGC and the
Guarantors hereby acknowledge, confirm and agree that as of the date hereof: (a)
each of the Security Documents to which FGC or any Guarantor is a party has been
duly executed and delivered by FGC or such  Guarantors and each is in full force
and  effect,  (b) the  agreements  and  obligations  of FGC  and the  Guarantors
contained  in  the  Security  Documents  constitute  legal,  valid  and  binding
obligations of FGC and the Guarantors,  as the case may be, enforceable  against
FGC and the Guarantors in accordance with their  respective  terms,  and neither
FGC  nor  any  Guarantor  has  any  valid  defense  to the  enforcement  of such
obligations,  except as legality,  validity and enforceability may be limited by
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
relating to or limiting  creditors' rights generally or by equitable  principles
relating to  enforceability,  (c) the agreements and  obligations of FGC and the
Guarantors  contained  in this  Agreement  constitute  legal,  valid and binding
obligations of FGC and the Guarantors in accordance with their terms, subject to
entry of any  Bankruptcy  Court orders  necessary to carry out the  transactions
provided for in this Agreement.


<PAGE>

      SECTION 2.5 NO OTHER WAIVERS; RESERVATIONS OF RIGHTS.

            (A) The Consenting  Noteholders have not waived, and are not by this
      Agreement  waiving,  any Events of Default  which may be continuing on the
      date hereof or any Events of Default which may occur after the date hereof
      (whether the same or similar to the Existing  Default or  otherwise),  and
      the Consenting  Noteholders have not agreed to forbear with respect to any
      of its rights or  remedies  concerning  any  Events of  Default  except as
      provided herein.

            (B) Subject to this Agreement,  the Consenting  Noteholders  reserve
      the right, in their discretion, to exercise any or all of their rights and
      remedies (and to direct the  Indenture  Trustee with respect to its rights
      and remedies)  under the Indenture and the other  Security  Documents as a
      result of any Events of Default which may be continuing on the date hereof
      or any Event of Default  which may occur  after the date  hereof,  and the
      Consenting  Noteholders  and the Indenture  Trustee have not waived any of
      such rights or remedies,  and nothing in this  Agreement,  and no delay on
      its part in exercising any such rights or remedies, should be construed as
      a waiver of any such rights or remedies.

            (C) Except as expressly agreed herein, no Debtor or Executive or any
      combination  thereof has waived,  and by the  execution of this  Agreement
      shall  not be deemed to waive any  right or  remedy,  whether  at law,  in
      equity,  or under any  agreement,  regardless  of form,  in respect to any
      person,  including the  Noteholders,  Consenting  Noteholders the Informal
      Committee  (or the Official  Noteholders  Committee as the case may be) or
      the Indenture Trustee, or any document or agreement,  including the Notes,
      the Indenture or any guarantee.

                                   ARTICLE III
         LIQUIDATION OF OPERATING COMPANIES AND THE CHAPTER 11 CASES

      SECTION 3.1 SALES OF OPERATING COMPANIES AND COMMENCEMENT OF CHAPTER 11
CASES

            (A) MARKETING AND SALE OF OPERATING COMPANIES. (i) The Debtors shall
      prepare marketing materials not later than January 2, 2001 and, subject to
      any "no shop" agreement  entered into by any of the Debtors,  as permitted
      by Section 3.1(b) of this Agreement,  shall market the Operating Companies
      on the terms and  conditions  substantially  as set forth in the  Protocol
      Motion.  (ii) If a  Definitive  Purchase  and  Sale  Agreement  (here  and
      hereinafter  in this  Agreement,  as  defined in the  Protocol  Motion) is
      agreed to for the sale of two or more of the Operating  Companies' assets,
      and the  purchaser  under such  agreement  has  waived  all due  diligence
      contingencies under such agreement on or before December 4, 2000, then the
      Debtors  shall  commence  the Chapter 11 Cases by  December  5, 2000,  and
      within  ten (10)  Business  Days  thereafter  shall  file a 363  Motion to
      approve  the sale  subject  of such  agreement,  free  and  clear of Liens
      subject to the terms and conditions of such agreement and this  Agreement.
      In any other event,  the Debtors  shall file the Chapter 11 Cases no later
      than  January  19,  2001 to  effectuate  the  orderly  liquidation  of the
      Operating Companies.  Thereafter,  in accordance with the Protocol Motion,
      the Debtors shall file the  appropriate  363 Motion or Plans,  as the case
      may be, to sell the  assets  (or the  stock) of the  Operating  Companies.
      Although  it is  contemplated  that the sales will be of the assets of the

<PAGE>

      Operating  Companies,  nothing herein shall preclude the sale of the stock
      of an  Operating  Company by the Debtors.  Subject to Section  10.1(d) and
      (e), during the term of this Agreement, the Debtors will not enter into an
      agreement to sell any of the assets (or stock) of the Operating  Companies
      without  the  consent of the  Consenting  Noteholders  who are at the time
      beneficial owners (or record owners) of a majority of the principal amount
      of Notes.

            (B)  AGREEMENT  WITH  PURCHASER.  Debtors  with the  approval of the
      Consenting   Noteholders   may  enter  into  "no  shop"   agreements  with
      prospective purchasers,  whereby the Debtors may agree not to, directly or
      indirectly,  solicit or encourage,  initiate or enter into  discussions or
      transactions,  or provide information  regarding any applicable  Operating
      Company to any person concerning the acquisition of such Operating Company
      for periods of time prior to and/or subsequent to the Petition Date. If as
      a result of such an agreement,  any order,  motion,  plan or proceeding to
      approve a Definitive  Purchase and Sale  Agreement  with such purchaser is
      delayed or postponed by the Bankruptcy  Court as a result of the "No Shop"
      agreement, then the Distribution Date and the date of December 31, 2001 as
      set forth in the  Liquidation  Date  definition  and Sections 5.2, 5.4 and
      12.10 of this  Agreement  shall be extended  for a period of time equal to
      the duration of the  postponement or delay ordered by the Bankruptcy Court
      due to such "no shop" provision.

            (C) AUCTION OF ASSETS OF REMAINING OPERATING COMPANIES. In the event
      a Definitive  Purchase and Sale Agreement has not been reached regarding a
      sale with respect to one or more of the  Operating  Companies'  assets (or
      stock) by the  Petition  Date,  the Debtors  shall  continue to market and
      shall cause any unsold Operating  Companies'  assets (or stock) to be sold
      by auction  conducted by the  Bankruptcy  Court on or about June 15, 2001,
      pursuant to the procedures set forth in the Protocol Motion.

Any term in this Section 3.1 to the contrary notwithstanding,  the provisions of
Section 3.1 are subject to Sections 5.1 and 5.2 of this Agreement.

      SECTION 3.2 SALE NEGOTIATIONS. The Informal Committee shall have the right
to participate with the Debtors in negotiations with potential purchasers of the
assets  and/or  stock of the  Operating  Companies.  The Debtors  shall keep the
Informal Committee, through the Informal Committee Professionals, informed as to
the status of the solicitation of purchasers and all negotiations.  The Informal
Committee may  designate  two of its members  along with the Informal  Committee
Professionals  to participate with the Debtors in such  negotiations;  PROVIDED,
HOWEVER,  that upon Debtors'  request,  only one such member,  together with the
Informal  Committee  Professionals,  shall participate in any particular meeting
with potential purchasers.  All sales and solicitation  materials are subject to
review by the Informal Committee's  financial advisors prior to dissemination to
potential  purchasers.  The  Informal  Committee's  financial  advisor  shall be
informed of all written and oral communications with potential  purchasers.  All
draft  purchase  and  sale  documentation  shall  be  provided  to the  Informal
Committee  Professionals  upon receipt by the Debtors and/or Senior  Management,
and to the extent prepared by the Debtors, the Debtors'  Professionals or Senior
Management,   prior  to   dissemination  to  potential   purchasers.   Upon  the
commencement of the Chapter 11 Cases, if the U.S.  Trustee  appoints an Official
Noteholder  Committee,  then the Official Noteholder Committee shall participate
in the negotiations with potential purchasers in lieu of the Informal Committee.


<PAGE>

      SECTION 3.3 CERTAIN  AGREEMENTS TO COOPERATE  AND OTHER RIGHTS  RESPECTING
CLAIMS  PURPORTEDLY  OWNED BY  FITZGERALDS  SUGAR CREEK,  INC. The Debtors,  the
Consenting  Noteholders  and Senior  Management  shall  attempt to resolve on or
before  December 8, 2000 the dispute which has arisen  concerning  the ownership
and prosecution of an action in respect of gaming licensing and gaming operation
in Missouri,  which involved  Fitzgeralds Sugar Creek,  Inc., a revoked Missouri
corporation.  Any resolution shall be subject to Bankruptcy  Court approval.  If
the Debtors,  the Consenting  Noteholders and Senior  Management  cannot resolve
this  dispute by the  December  8, 2000  deadline,  it is agreed  that Philip D.
Griffith  shall  have the right to seek  Bankruptcy  Court  adjudication  of the
rights to ownership of the  prosecution  of any actions  regarding such Missouri
gaming licensing and gaming operation by motion notwithstanding  Bankruptcy Rule
7001.  The  motion  may be heard on an order  shortening  time on  notice of the
Informal Committee (or the Official  Noteholder  Committee,  as the case may be)
and the other  Executives.  The  actions by Philip D.  Griffith to pursue such a
motion would, notwithstanding any other term in this Agreement, not constitute a
violation of this Agreement.

      SECTION  3.4  FORBEARANCE  BY  CONSENTING  NOTEHOLDERS  AND THE  INDENTURE
TRUSTEE.  Upon execution hereof,  each Consenting  Noteholder  shall,  until the
Liquidation Date (i) refrain from filing, recording or serving (or causing to be
filed,  recorded or served) any notice of foreclosure or default,  and shall not
take, or instruct the  Indenture  Trustee,  Informal  Committee (or the Official
Noteholder Committee, as the case may be) or any of their professionals to take,
any other action to foreclose upon any of the  collateral  securing the Notes or
the  obligations  of FGC under the  Indenture  (including  Sections  6.2 and 6.5
thereof) or any  guarantee  relating  thereto,  and (ii) take such  actions on a
timely  basis  as  provided  for in  Sections  6.4 and 6.5 of the  Indenture  to
instruct and direct the Indenture Trustee to refrain from filing any such notice
or taking any other action to pursue any remedy or enforce an "Event of Default"
under the Indenture;  PROVIDED,  however, that the Consenting  Noteholders shall
not be required to indemnify the Indenture Trustee.

      SECTION 3.5 CONSENTING NOTEHOLDER REPRESENTATION.  Both prior to and after
the  Petition  Date,  the  Debtors  Professionals  and  the  Informal  Committee
Professionals  shall  continue to cooperate  with one  another,  and the Debtors
shall pay such Informal  Committee  Professionals  in  accordance  with existing
procedures  and  compensation  agreements.  Subsequent to the Petition Date, the
Debtors shall pay the Informal Committee's  Professionals or, alternatively,  in
the event an Official Noteholder Committee is appointed, the Official Noteholder
Committee's  Professionals,  only pursuant to the Cash Collateral Stipulation or
Bankruptcy Court order.

      SECTION 3.6 TREATMENT OF FGC EQUITY  INTERESTS.  On the Effective  Date of
the Plan for FGC, the Existing  Common Stock,  Existing  Preferred Stock and the
FSI Warrants  shall be cancelled  and  extinguished.  Such holders shall receive
nothing under the Plan and shall not receive any equity or other interest in any
of the Debtors (as  reorganized) or any other  consideration in exchange for the
cancellation of the Existing Common Stock,  Existing Preferred Stock and the FSI
Warrants.

      SECTION 3.7 TREATMENT OF SUBSIDIARY  EQUITY  INTERESTS.  No later than the
Effective  Date  of  the  Plan  for  FGC,  all  Existing  Common  Stock  of  the
Subsidiaries  shall have been sold or extinguished  and all remaining  assets of
the Subsidiaries liquidated and transferred to FGC. The FFEC Common Stock may be

<PAGE>

conveyed as part of the purchase of Fitzgeralds Las Vegas and all obligations of
FFEC assumed by the purchaser of Fitzgeralds Las Vegas.

      SECTION 3.8 PRE-PETITION   CASH   DISTRIBUTION  TO  CERTAIN  UNSECURED
CREDITORS.

            (A) Until the Petition  Date, the Debtors will continue to pay their
      outstanding undisputed, non-contingent and ordinary course unsecured debts
      in the  ordinary  course of  business  and  remain  current  with all such
      creditors.  It is the parties'  intention to eliminate  the  potential for
      pre-petition outstanding undisputed, non-contingent,  ordinary course, and
      unsubordinated,  unsecured  debts/claims  and otherwise avoid any delay or
      disruption  of vendor  services to the  Operating  Companies;  the Debtors
      intend  to  pay,   shortly  before  the  Petition  Date,  all  outstanding
      undisputed,  non-contingent,  ordinary course,  unsubordinated,  unsecured
      claims  (the  "Pre-Petition  Unsecured  Payment").  To the extent that any
      unsecured  creditors'  claims of the Debtors  (exclusive of the deficiency
      claim of the Noteholders and any claims  subordinated  thereto and payroll
      and payroll- related claims) exist as of the Petition Date, the Plan shall
      provide that on the Effective Date,  those general  unsecured claims which
      are not paid in full  pursuant to the Operating  Pleadings,  and which are
      not subordinated to any deficiency claim of the Indenture  Trustee,  shall
      be paid in full,  provided such claims,  including  anticipated  rejection
      claims  arising  under Section 365 of the  Bankruptcy  Code, do not exceed
      $4,000,000  in  the  aggregate,   excluding  payroll  and  payroll-related
      expenses (the "Unsecured Debt Cap").

            (B)  In  the  event  unsecured  creditors'  claims  of  the  Debtors
      (exclusive  of  the  deficiency  claim  of  the  Noteholders,  any  claims
      subordinated  thereto and payroll and  payroll-related  claims), as of any
      applicable claims bar date, (and any anticipated  rejection claims arising
      under Section 365 of the  Bankruptcy  Code) exceed the Unsecured Debt Cap,
      at the election of Consenting  Noteholders  who are at the time beneficial
      owners (or record  holders) of a majority of the  principal  amount of the
      Notes,  the Debtors shall propose and support a Plan that  classifies  and
      treats those general unsecured claims, including rejection claims, similar
      to the  deficiency  claim of the  Indenture  Trustee,  and the  Consenting
      Noteholders shall direct the Indenture Trustee, the Informal Committee (or
      the  Official  Noteholders  Committee,  as the  case  may  be)  and  their
      professionals  to support  such a Plan before the  Bankruptcy  Court.  The
      Consenting  Noteholders  agree  to vote all of their  claims  against  and
      interest in the Debtors for such a Plan,  except to the extent such claims
      or  interests  are  deemed by  operation  of the  Bankruptcy  Code to have
      accepted or rejected the Plan.  If the Debtors fail to propose and support
      such a Plan at the request of Consenting  Noteholders,  who are beneficial
      owners (or record  owners) of a majority of a  principal  amount of Notes,
      the  Debtors  agree to the  termination  of any  remaining  portion of the
      exclusivity  period solely in favor of the  Consenting  Noteholders.  Each
      Executive  shall also vote all of the claims  against and interests in the
      Debtors that he owns,  or of which he has the power to control the vote in
      favor of such a Plan,  except to the extent such claims or  interests  are
      deemed by operation of the  Bankruptcy  Code to have  accepted or rejected
      the Plan.  In this  regard,  the Debtors  agree to provide the  Consenting
      Noteholders  who at the time are the  beneficial  or  record  owners  of a
      majority of the principal  amount of the Notes and  proposing  such a Plan
      with information necessary to prepare a disclosure statement.


<PAGE>

      SECTION 3.9 TREATMENT OF THE FOOTHILL CLAIM.  Debtors shall use their best
efforts to obtain a  reconveyance  of the  Foothill  Liens prior to the Petition
Dates and in this regard to pay all contractual sums due Foothill.  In the event
that the Foothill  Liens are not released  prior to the Petition  Date,  Debtors
shall continue their efforts to obtain  voluntary  reconveyances of the Foothill
Liens,  but if  unsuccessful,  Foothill shall be treated as unimpaired under the
Plan(s)  of the  Debtors  and shall be paid the amount of its  allowed  claim no
later than with the closing of the first purchase of an Operating Company.

      SECTION  3.10  CERTAIN  OBLIGATIONS  IN  RESPECT  OF  OFFICIAL  NOTEHOLDER
COMMITTEE.  Nothing  in this  Agreement  shall  deemed to  require a  Consenting
Noteholder to serve on an Official Committee of Noteholders;  PROVIDED, however,
any  Consenting  Noteholder  who  becomes  a member of an  Official  Noteholders
Committee  shall not remain on that committee if such member is required by this
Agreement  to take any action  which  would  violate  its duties as a  committee
member.  Debtors agree to support a motion by the Official Noteholders Committee
to  permit  trading  by  such  members  subject  to  appropriate   Chinese  Wall
restrictions.

                                     ARTICLE IV
                         TREATMENT OF NOTEHOLDER CLAIMS

      SECTION  4.1  PRE-PETITION  EXCESS  CASH  DISTRIBUTION.   Subject  to  the
condition  precedent  that this  Agreement has been duly executed by all parties
hereto, within three (3) Business Days after the execution of this Agreement but
not  later  than one (1)  Business  Day  before  the  Petition  Date,  FGC shall
distribute  by wire  transfer  to the  Indenture  Trustee for the benefit of the
Noteholders  Excess Cash in the amount of  $13,000,000,  to be applied to unpaid
and  accrued  Indenture  Trustee's  fees and  expenses  incurred  to date and as
partial  payment of accrued and unpaid interest and principal as provided in the
Indenture (the  "Pre-Petition Cash  Distribution").  All distributions of Excess
Cash  pursuant to this Section and Section 4.2, to the extent not recovered as a
pre-Petition  Date  preferential  transfer or a recoverable  post-Petition  Date
transfer  shall be  distributable  cash for  purposes  of  calculating  the Cash
Distribution  Incentive  payment set forth in Article V. All wire transfers made
to the Indenture Trustee under this Agreement shall be directed as follows:

            BK OF NYC - ABA NO. 021000018
            BBK-ATTN:  CORPORATE TRUST AGENCY/GLA 111-565
            REF:  A/C 117813
            RE:  FITZGERALDS GAMING

      SECTION  4.2  ADDITIONAL  EXCESS  CASH   DISTRIBUTIONS.   Subject  to  the
Bankruptcy  Court's approval of that portion of the Cash Collateral  Stipulation
providing  for  post-petition  payments to the  Indenture  Trustee to reduce the
obligations  described  in  Section  2.2 of  this  Agreement  and  on the  terms
contained in this Section 4.2, the Debtors  shall  distribute  to the  Indenture
Trustee,  for the benefit of Noteholders,  all Excess Cash as of the end of each
respective first, second or third financial reporting quarter beginning April 1,
2001,  within 45 days of the end of such quarter (such  distributions,  together
with the Pre-Petition Cash Distribution, the "Excess Cash Distributions").  With
respect to the fourth  financial  reporting  quarter of each year beginning with
the financial  reporting  quarter ending December 31, 2000,  Excess Cash will be
distributed within 90 days of the end of the fiscal year and such payments shall

<PAGE>

be applied to unpaid and accrued Indenture  Trustee's fees and expenses incurred
to date and as partial  payment of accrued and unpaid  interest and principal as
provided in the  Indenture.  The provisions of this Section 4.2 are qualified in
their entirety by the terms of the Cash  Collateral  Stipulation and the Interim
Order and the Final Order.

      SECTION 4.3  DISTRIBUTION  OF SALE PROCEEDS.  The  Restructuring  shall be
accomplished  by the orderly sale of the assets (or the stock) of the  Operating
Companies  and  the  Residual  Assets  whether  by 363  Motion  or a  Plan.  The
Consenting Noteholders hereby agree to the sale or auction of the assets (or the
stock)  of the  Operating  Companies  free and  clear of  Liens,  with the Liens
attaching  to the  proceeds  from such  sales,  and agree to  instruct  both the
Informal Committee (or the Official Noteholders  Committee,  as the case may be)
and the  Indenture  Trustee  and their  professionals  to consent to and support
approval  of such sales  before the  Bankruptcy  Court  (but not  including  the
providing of any  indemnity to the Indenture  Trustee).  Upon the closing of any
sale of the assets (or the stock) of an  Operating  Company,  the net  proceeds,
less a  reserve  for  amounts  due in  connection  with  the  Senior  Management
Incentive  Program and the reserve as  reasonably  determined by the Debtors and
the Informal Committee (or the Official  Noteholder  Committee,  as the case may
be) and  approved  by the  Bankruptcy  Court  for  Tail  Liabilities,  shall  be
distributed to the Indenture  Trustee for the benefit of and distribution to the
Noteholders  in accordance  with the  Indenture.  The Debtors and the Executives
agree   to   support   a  plan   that   provides   that   the   claims   of  the
Noteholders/Indenture  Trustee under the Indenture are an undersecured  claim(s)
and shall be treated  through the cash and non-cash  distributions  contemplated
hereby and  issuance  to the  Noteholders  of the  beneficial  interests  in the
Liquidating  Trust. The Consenting  Noteholders agree to direct and instruct the
Informal Committee (or the Official Noteholders  Committee,  as the case may be)
and the Indenture Trustee and their  professionals to support such a plan before
the Bankruptcy Court.

                                    ARTICLE V
                       SENIOR MANAGEMENT INCENTIVE PROGRAM

      SECTION 5.1 SENIOR  MANAGEMENT ROLE. In order to maintain the stability of
the operations and gaming  licensing during the process of selling the Operating
Companies,  the Debtors,  Senior Management and the Consenting  Noteholders have
agreed  that  each  of the  Executives  are  to  remain  with  FGC  through  the
Liquidation  Date to  maximize  the value of the  Noteholders'  recoveries.  The
parties  understand and acknowledge that the end result of the  Restructuring is
the sale of the Operating  Companies and the cessation of all gaming  operations
by FGC. In conjunction  therewith,  and although existing employment  agreements
with each of the  Executives  will not be assumed by FGC pursuant to Section 365
of the  Bankruptcy  Code (as set forth in Section 5.6),  each of the  Executives
shall continue to perform their duties and carry out their  responsibilities  as
more particularly described in their existing employment agreements and shall be
compensated  thereunder.  Each Executive  shall continue to serve in his present
role as an officer and/or director of the Debtors for so long as he continues to
be employed by the Debtors,  provided  such service does not violate  applicable
law. In addition,  each of the  Executives  will support the sales  process.  As
additional consideration therefor, the Senior Management Incentive Program shall
be adopted by the Debtors as  described  herein,  and shall be  supported by the
Consenting Noteholders as it is part of the Restructuring.


<PAGE>

      SECTION 5.2 CASH DISTRIBUTION INCENTIVE.

            (A) Subject to  Bankruptcy  Court  approval  to be  obtained  before
      twenty-seven (27) days after  commencement by the Debtors of their Chapter
      11 Cases,  Senior Management shall receive from the Debtors or the trustee
      of  the  Liquidating  Trust,  as  applicable,   simultaneously   with  the
      distribution of the Net Distributable  Cash (or any portion  thereof),  to
      the Indenture Trustee or to the beneficiaries of the Liquidating  Trust, a
      percentage  of the  Distributable  Cash ("Cash  Distribution  Incentive"),
      pursuant to the following schedule:

<TABLE>
<CAPTION>
              DISTRIBUTABLE CASH         PERCENT TO SENIOR MANAGEMENT

      <S>                                           <C>
      $115,000,000 or less                            0%
      $115,000,001 to $164,000,000                  7.0%
      $164,000,001 and above                        8.5%
</TABLE>

      In respect of the Cash Distribution  Incentive  earned,  Senior Management
shall  receive  payments  which will  consist  of cash,  and if  applicable,  an
interest in the Nevada  Purchase  Note(s).  The amount of the Cash  Distribution
Incentive  payment to be paid in a form other  than cash (i.e.  Nevada  Purchase
Note(s)), if any, will be determined at the Liquidation Date and shall equal the
product of: (i) the Cash  Distribution  Incentive  earned as of the  Liquidation
Date;  and (ii) the ratio of (a) the  estimated  fair market value of the Nevada
Purchase  Note(s)  and  (b)  the  Distributable  Cash.  There  will  be no  Cash
Distribution   Incentive   payment   until  the   Distributable   Cash   exceeds
$115,000,000.00.  Percentages apply only to the incremental  Distributable  Cash
above each break point as referenced above and not to the cumulative  balance of
Distributable  Cash.  To  the  extent  there  is  disagreement   between  Senior
Management,  the Debtors and the Informal Committee (or the Official  Noteholder
Committee,  as the case may be) with  respect to the value of any  component  of
Distributable  Cash, the amount of Distributable Cash shall be determined by the
Bankruptcy Court.

            (B) For  purposes of  calculating  the Cash  Distribution  Incentive
      payment and subject to the exceptions and formulations  referenced  below,
      Distributable Cash available for distribution  subsequent to June 30, 2001
      (the "Distribution Date") shall be present valued to the Distribution Date
      using an annualized  discount rate of 12.25% (the "Discount  Rate").  With
      respect to any  portion of  Distributable  Cash which  represents  cash or
      non-cash  consideration  from the sale of any  assets  (or  stock)  of the
      Operating  Companies,  such sale  proceeds  shall be subject to one of the
      following  formulations (for purposes of calculating the Cash Distribution
      Incentive Payment):

                  1. If Bankruptcy  Court  approval to sell assets (or stock) of
      any Operating Company occurs on or before the Distribution Date, then that
      portion  of  Distributable  Cash which  represents  cash  and/or  non-cash
      proceeds from the sale of assets (or stock) of any such Operating  Company
      pursuant to such Bankruptcy  Court order shall not be subject to a present
      value  calculation  for any time period  (including the time period during
      which the regulatory approval process(es) is occurring.


<PAGE>

                  2. If Bankruptcy  Court  approval to sell assets (or stock) of
      any  Operating  Company  occurs  after the  Distribution  Date but  before
      September  30,  2001,  then  that  portion  of  Distributable  Cash  which
      represents cash and/or non-cash  consideration from the sale of assets (or
      stock) of any such Operating  Company  pursuant to such  Bankruptcy  Court
      order  shall be  subject to a present  value  calculation  (utilizing  the
      Discount  Rate) for the period from the  Distribution  Date to the date on
      which the Bankruptcy  Court issues an oral order approving such sale ( the
      "Court  Approval  Date").  Such sale  proceeds  shall not be  subject to a
      present  value  calculation  with  respect  to the  period  from the Court
      Approval  Date  through  the date upon which any such sale  closes and the
      applicable  portion of the sales proceeds therefrom are distributed to the
      Indenture Trustee or to the beneficiaries of the Liquidating Trust.

                  3. If the Court  Approval Date occurs  subsequent to September
      30,  2001 with  respect to the sale of assets (or stock) of any  Operating
      Company,  then that portion of  Distributable  Cash which  represents cash
      and/or  non-cash  consideration  from the sale of assets (or stock) of any
      such Operating  Company  pursuant to such Bankruptcy  Court order shall be
      subject to a present value  calculation  (utilizing the Discount Rate) for
      the period from the  Distribution  Date through the date on which any such
      sale closes and the applicable portion of the sales proceeds therefrom are
      distributed  to  the  Indenture  Trustee  or to the  beneficiaries  of the
      Liquidating Trust.

PROVIDED,  HOWEVER,  with respect to the three (3) formulations set forth above,
assets of any  Operating  Company  shall  include any such  Operating  Company's
(ies') Operating Cash and shall not include any other cash or cash  equivalents.
For  purposes  of  calculating  the Cash  Distribution  Incentive  payment,  the
following components of Distributable Cash shall automatically be deemed to have
been  distributed  on  or  before  the   Distribution   Date:  (i)  Excess  Cash
Distributions paid on or before August 15, 2001; and (ii) items (f), (g) and (h)
contained in the definition of Distributable Cash.

            (C) If a sale of the  assets  (or  stock) of an  Operating  Company,
      either by sales  contract  or  auction  (in  either  event,  the terms and
      conditions  of  which  are  agreed  to and  documented  on or  before  the
      Distribution  Date),  is unable to be closed by December 31, 2001,  due to
      delays  related to the  purchaser's(s')  efforts  to obtain the  necessary
      regulatory  approval(s)  and/or  financing  other  than as the result of a
      default by the Debtors  under a  Definitive  Purchase  and Sale  Agreement
      (hereinafter,  an "Extended  Transaction"),  then notwithstanding  Section
      5.1,  5.6 and  12.10,  the  Executives,  the  Debtors  and the  Consenting
      Noteholders  agree  that the  Executives  will  continue  to be  employed,
      continue to be compensated as provided for in their respective  employment
      agreements  and  continue  to be  entitled  to earn the Cash  Distribution
      Incentive in respect of the Operating  Companies to which such transaction
      relates for an  additional  period of time beyond  December  31, 2001 (the
      "Delay  Extension  Period").  The  Delay  Extension  Period  shall be with
      respect to each Operating  Company the period beginning  December 31, 2001
      and  ending on the date on which the  relevant  Extended  Transaction  has
      closed. Anything in this paragraph to the contrary notwithstanding,  if an
      Extended  Transaction is terminated for any reason other than a default by
      Debtors, it shall be treated under the next succeeding paragraph.


<PAGE>

            (D) If a sale of the  assets  (or  stock) of an  Operating  Company,
      either by sales contract or auction,  that is not an Extended  Transaction
      does not timely close because of a purchaser's breach other than as result
      of a default by the Debtors,  then  notwithstanding  Sections 5.1, 5.6 and
      12.10, the Executives shall continue to be employed,  shall continue to be
      compensated as provided for in their respective  employment agreements and
      shall continue to be entitled to earn the Cash  Distribution  Incentive in
      respect of the Operating Company to which such transaction  relates beyond
      December 31, 2001 for the Default Extension Period.  The Default Extension
      Period with respect to each  Operating  Company shall begin on the earlier
      of the first  Business  Day after  Debtors are  notified in writing by the
      purchaser  that the sale will not close,  the Debtors notify the purchaser
      of the purchaser's default under the purchase agreement or of the Debtors'
      intention not to go forward with such sale under such purchase  agreement,
      or the last day set by the Bankruptcy Court order approving a sale, as may
      be amended from time to time, to close. In such an event,  that portion of
      the  Distributable  Cash  representing  the proceeds  from the sale of any
      assets (or stock) of any such Operating  Company  (including its Operating
      Cash but not  including any other cash or cash  equivalents)  shall not be
      present valued to the Distribution Date nor to any other date.

            (E) In the event a sale of the  assets  (or  stock) of an  Operating
      Company  does not close by December  31,  2001,  (as extended by any Delay
      Extension Period or Default  Extension Period applicable to such Operating
      Company) any sales proceeds with respect to such  Operating  Company shall
      not be Distributable Cash.

      SECTION 5.3 SENIOR MANAGEMENT'S OWNERSHIP OF NEVADA PURCHASE NOTES. In the
event the Nevada  Properties  are sold  pursuant to a Leveraged  Offer(s),  then
Senior  Management  shall own and  receive  payments  under any Nevada  Purchase
Note(s) in proportion to any Cash  Distribution  Incentive  payment arising from
the sale underlying such Nevada Purchase Note(s) in whole or in part,  including
its portion of the interest accruals thereunder. In connection with the Plan(s),
the Debtors and the Consenting  Noteholders agree that the Nevada Purchase Notes
may be delivered to an agent for the  Consenting  Noteholders or directly to the
Consenting Noteholders.

      SECTION 5.4 RETENTION AND SEVERANCE.  Subject to Bankruptcy Court approval
by final order to be obtained before  twenty-seven (27) days after  commencement
by the Debtors of their Chapter 11 Cases,  Senior Management will be entitled to
receive  from an  escrow  that  has been  established  retention  and  severance
payments from the Debtors in the aggregate amount of  $2,400,000.00  ("Retention
Payment")  and shall not be entitled  to any  severance  under their  employment
agreements.  The Retention  Payment will be  apportioned  as follows:  Philip D.
Griffith,  $1,200,000.00,  Michael  E.  McPherson,  $400,000.00,  Max  L.  Page,
$400,000.00,  and Paul H. Manske,  $400,000.00.  The Retention  Payment shall be
held in escrow,  funded  simultaneously  with the payment of  $13,000,000.00  as
provided in Section  14.1 of this  Agreement,  pursuant to the escrow  agreement
attached  hereto as  Exhibit  "2".  The  Retention  Payment  shall be paid to an
Executive on the earlier of (i) the effective date of a Plan that  effectuates a
sale of the assets (or stock) of the last  Operating  Company (to the extent not
previously  disposed of pursuant to  Bankruptcy  Code Section 363) and transfers
all Residual  Assets and Tail  Liabilities  to a  Liquidating  Trust or (ii) the
Liquidation  Date,  or (iii)  the date on which  such  Executive  is  terminated
without cause by the Debtors (with the consent of the Informal Committee (or the

<PAGE>

Official Noteholder Committee, as the case may be)); PROVIDED,  HOWEVER, that an
Executive  shall not be  entitled  to his  applicable  portion of the  Retention
Payment if such Executive is not, or has not been continuously since the date of
the  Restructuring  Agreement,  employed by the Debtors.  To the extent  Debtors
determine in their reasonable judgment to adopt, after July 1, 2000, a retention
and  severance  program for employees  who are not Senior  Management,  proceeds
distributed to Debtors'  employees pursuant to such retention plan (if any) will
be netted  against the  Retention  Payment  and  prorated on a dollar for dollar
basis with respect to the share of the Retention  Payment to be received by each
member of Senior Management.

      SECTION  5.5  CERTAIN   AGREEMENTS   WITH  SENIOR   MANAGEMENT   REGARDING
COMPENSATION  CLAWBACK AND  NON-COMPETE  AGREEMENTS.  Each of the  Debtors,  the
Executives and the Consenting Noteholders have agreed to certain other terms and
conditions respecting clawbacks of compensation and non-compete  agreements that
are set forth in this Section 5.5.

            (A)  CLAWBACK.  The portion of the Retention  Payment  payable to an
      Executive and the Cash  Distribution  Incentive  Payment payable to Senior
      Management  under  Section 5.4 of this  Agreement  shall be reduced by the
      lesser of (i) any amount  paid or payable to that  Executive  without  the
      Informal  Committee's  consent (or the consent of the Official  Noteholder
      Committee,  as the case may be) by a purchaser  or its  affiliates  of the
      assets (or stock) of an  Operating  Company  and agreed to within one year
      after  the  closing  or  (ii)  the  percentage  of the  Retention  Payment
      apportioned  to that  Executive  under Section 5.4 of this Agreement and a
      portion of the Cash Distribution Incentive Payment equal to the percentage
      of the Retention  Payment  apportioned to that Executive under Section 5.4
      of this Agreement.

            (B) AGREEMENT TO ENTER INTO NON-COMPETE  AGREEMENTS.  Each Executive
      on  behalf  of  himself   agrees  to  execute  any  number  of  agreements
      ("non-compete  agreements")  restricting his commercial  activities in the
      gaming industry  ("competitive  activities")  required by any buyer of the
      assets (or stock) of an Operating  Company,  whether pursuant to a sale at
      auction  conducted in  accordance  with the Protocol  Motion or otherwise,
      subject to the following restrictions:

                  1. GENERAL TERMS.  Any  non-compete  agreement  required to be
            executed  pursuant to this Agreement  shall contain  customary terms
            and  conditions  and  may  include  customary  non-solicitation  and
            non-hire   provisions,   provided  they  are  consistent  with  this
            Agreement.

                  2. GEOGRAPHIC LIMITATIONS.  Any non-compete agreement required
            to be executed  pursuant to this Section  5.5(b)(2) shall limit each
            Executive's  competitive activities only in the following geographic
            areas:

                              (A)  Downtown  Las  Vegas,  which  means  the area
            commonly known as Downtown Las Vegas,  which consists of the area of
            the City of Las  Vegas,  Nevada  bounded  by  Stewart  Avenue on the
            north,  Bridger  Avenue on the south,  Sixth  Street on the east and
            Main Street on the west;


<PAGE>

                              (B) A 75 mile radius of the  hotel-casino in Reno,
            Nevada,  owned by FRI, excluding the geographic area within one-half
            mile of the shoreline of Lake Tahoe;

                              (C) A 75 mile  radius of the casino in Black Hawk,
            Colorado owned by 101 Main; and

                              (D)  A 75  mile  radius  of  the  hotel-casino  in
            Tunica, Mississippi owned by FMI;

                  3. DURATION OF AGREEMENT.  Any  non-compete  agreement that an
            Executive is required to execute  pursuant to this  Agreement  shall
            limit an Executive's competitive activities for a period of time not
            to exceed  eighteen (18) months in each geographic area described in
            Section 2.2 of this Agreement; PROVIDED, HOWEVER, such eighteen (18)
            month  term shall  commence  in each such  geographic  area upon the
            earlier  to  occur  of (i) a sale of the  assets  or  stock  of each
            Operating Company in that geographic area,  respectively or (ii) the
            Liquidation  Date  and  in  any  event  on the  condition  that  the
            Executive  Payment is timely made.  Each  Executive  agrees that the
            provisions  set forth in Section 4.08 of the Majestic  Star Purchase
            Agreement  dated November 22, 2000 are consistent  with this Section
            5.5.

                  4.  NON-SOLICITATION  AND NON-HIRE.  Any  non-solicitation and
            non-hire provisions included in a non-compete agreement may have any
            geographic  scope but shall be  limited  to  twelve  (12)  months in
            duration  from  the  commencement  of  the  applicable   non-compete
            agreement.

                  5.  CONSIDERATION FOR AGREEMENT.  The Executives shall be paid
            by the Debtors  the  aggregate  sum of  $2,000,000  (the  "Executive
            Payment")  for the  non-compete  agreement(s)  payable  as  follows:
            $500,000.00 upon the closing of the sale of the assets (or stock) of
            Fitzgeralds  Reno with the  balance of  $1,500,000.00  or the entire
            $2,000,000.00  (in the event that a sale of Fitzgeralds Reno had not
            yet  concluded and the  $500,000.00  paid) payable on the earlier of
            (i) the date that the Indenture Trustee receives  Distributable Cash
            in excess  of  $115,000,000.00  or (ii) the  Liquidation  Date.  The
            Executive  Payment shall be  apportioned  as determined  between the
            Executives  as they  deem  appropriate  in their  sole and  absolute
            discretion.  The  Executives  represent  and warrant  that they have
            agreed  amongst  themselves  upon  an  allocation  of the  Executive
            Payment.

            SECTION   5.6   SENIOR   MANAGEMENT    EMPLOYMENT   AGREEMENTS   AND
   COMPENSATION.  The Debtors will not assume the existing employment agreements
   with  Senior  Management  pursuant  to Section  365 of the  Bankruptcy  Code.
   However, upon commencement of the Chapter 11 Cases and continuing thereafter,
   Senior  Management will continue to receive all  compensation and benefits at
   the  levels  and under  the terms  provided  in their  respective  employment
   agreements  through the Liquidation Date.  Senior Management  bonuses for the
   calendar  operating years 2000, 2001 and any applicable portion of 2002 shall
   be  determined  using  the  existing  formula  used by the  FGC  compensation

<PAGE>

   committee ("Bonus Formula").  The Bonus Formula,  in both amount of bonus and
   EBITDA targets,  will be annualized and adjusted pro ratably to reflect sales
   of assets (or stock) of Operating Companies at the date they close escrow.

      SECTION 5.7 BANKRUPTCY COURT APPROVAL.  The Consenting  Noteholders  shall
direct  the  Informal  Committee  (or  the  Official  Noteholder  Committee,  if
applicable) and the Indenture  Trustee to instruct their  professionals to voice
support  before the  Bankruptcy  Court of a motion filed by the Debtors with the
Bankruptcy  Court to approve  the Senior  Management  Incentive  Program and the
compensation  and  benefits  provided  in Section 5.6  ("Compensation  Motion"),
substantially  in the form  attached  hereto as Exhibit "3," which  Compensation
Motion will be filed on the Petition Date and will come on for hearing upon such
limited  notice  and  shortened  time as the  Bankruptcy  Court may  allow.  The
Consenting  Noteholders  acknowledge  and  understand  that the  approval of the
Compensation  Motion in its entirety  within 28 days of the  Petition  Date is a
condition to the continued  participation of Senior Management in the Chapter 11
Cases and  employment  with the Debtors and is a  Condition  Subsequent  to this
Agreement.

      SECTION 5.8 AGREEMENT TO WAIVE CLAIMS BY SENIOR MANAGEMENT.

            (A) In partial  consideration  of the  availability of the Retention
      Payment  benefit,  the receipt of  post-petition  compensation  during the
      Executives respective employment (as provided for in this Agreement and by
      Bankruptcy  Court  order) and the right to earn the timely  payment of the
      Cash  Distribution  Incentive  (as provided for in this  Agreement  and by
      Bankruptcy  Court Order),  each Executive  agrees to waive all claims (not
      arising under or  contemplated  by this Agreement) in the Chapter 11 Cases
      against  the  Debtors,  as well  as  Fitzgeralds  Management  Corporation.
      ("FM"),  Fitzgeralds  Arizona  Management,  Inc. ("FAMI") and Nevada Club,
      Inc. (and together with FM and FAMI,  the  "Non-Debtor  Affiliates")  upon
      entry of a  Confirmation  Order for the Plan of FGC,  except in respect to
      any capital stock interests.

            (B)  Upon  execution   hereof  each  Executive   shall,   until  the
      Liquidation  Date with respect to an Operating  Company,  refrain from (i)
      taking any action to enforce,  reduce to judgment or collect on, any claim
      that they have  against the  Debtors or their  Non-Debtor  Affiliates  not
      arising under or contemplated by this Agreement and (ii) filing,  in their
      capacities as creditors,  claimants or the  counterparty  to any executory
      contract (other than this Agreement and any other agreements  contemplated
      by this Agreement), any motion in the Chapter 11 Cases; PROVIDED, HOWEVER,
      that (i) the Executives  shall be permitted (i) to file proofs of claim in
      the Chapter 11 Cases in order to  preserve  their  rights;  (ii) to defend
      their  claims  against  any  objections  filed;  and (iii)  take any other
      actions the  Executives  deem  necessary or  appropriate to preserve their
      rights.

            (C)  Upon  execution   hereof  each  Executive   shall,   until  the
      Liquidation  Date  with  respect  to  an  Operating   Company,   take  all
      commercially  reasonable  efforts to cause his  Affiliates  (excluding the
      Debtors and their  Non-Debtor  Affiliates)  to refrain from (i) taking any
      action to  enforce,  reduce to judgment or collect on, any claim that such
      an Affiliate has against the Debtors or their  Non-Debtor  Affiliates  not
      arising under or contemplated by this Agreement;  and (ii) filing, in such

<PAGE>

      Affiliate's capacities as a creditor, claimants or the counterparty to any
      executory  contract  (other than this  Agreement and any other  agreements
      contemplated  by this  Agreement),  any  motion in the  Chapter  11 Cases;
      PROVIDED,  HOWEVER,  that such  Affiliates  shall be permitted (i) to file
      proofs of claim in the Chapter 11 Cases in order to preserve their rights;
      (ii) to defend their claims against any objections  filed;  and (iii) take
      any other  actions  such  Affiliate  deems  necessary  or  appropriate  to
      preserve their rights.

      SECTION 5.9  REPLACEMENT OF  EXECUTIVES.  In the event that one or more of
the Executives  leaves the employ of the Debtors prior to the Liquidation  Date,
then the Debtors shall hire a replacement,  reasonably  qualified to perform the
responsibilities  of such  position,  to fill the position held by the departing
Executive unless the Consenting Noteholders who are beneficial owners (or record
owners) of a majority  of  principal  amount of the Notes agree  otherwise.  The
ordinary course compensation for such replacement Executive shall not exceed the
compensation of the departing Executive provided pursuant to Section 5.6 of this
Agreement unless the Consenting Noteholders who are beneficial owners (or record
owners) of a majority  of  principal  amount of the Notes agree  otherwise.  The
Debtors may use the portion of the  Retention  Payment  forfeited by a departing
Executive as a hiring  incentive for a  replacement  Executive to be paid on the
same terms as would have been paid to the  departing  Executive.  Any  departing
Executive  shall be  entitled  to retain his  allocable  portion of (i) the Cash
Distribution  Incentive earned through the date of his termination by all of the
Debtors,  calculated  as  though  no  termination  of such  departing  Executive
occurred and (ii) the Executive Payment.

      SECTION 5.10 WAIVER OF ALL FSI WARRANTS.  In partial  consideration of the
Pre-Petition  Excess Cash Payment and other  consideration,  the  sufficiency of
which is  acknowledged,  any Consenting  Noteholder  that directly or indirectly
holds or controls any FSI Warrants agrees to waive all claims (not arising under
or  contemplated  by this  Agreement)  in the  Chapter  11 Cases upon entry of a
Confirmation Order for the Plan of FGC.

                                     ARTICLE VI
                                LIQUIDATING TRUST

      On the  Effective  Date of the Plan for FGC,  all  Residual  Assets of the
Debtors will be transferred to a liquidating  trust created pursuant to the Plan
for the Debtors  ("Liquidating  Trust").  The  beneficiaries  of the Liquidating
Trust  shall be the  Noteholders,  if the  Plan so  provides,  creditors  of the
Debtors,  and, with respect to Net Residual Assets, also Senior Management.  The
purpose  of the  Liquidating  Trust  shall  be to  serve  as a  vehicle  for the
liquidating Residual Assets, Tail Liabilities and making periodic  distributions
amongst  the  beneficiaries.  The  name of the  Liquidating  Trust  shall be the
"Fitzgeralds  Gaming Corporation  Liquidating  Trust," and shall be administered
and managed by an administrator with oversight by a board of managers. The board
of managers shall consist of one or more individuals, unless otherwise agreed by
the parties,  designated by the Informal  Committee (or the Official  Noteholder
Committee, as the case may be) at the confirmation hearing of the Plan. The form
of the Liquidating  Trust Agreement shall be  substantially in the form attached
hereto as Exhibit "4." The  administrator  of the Liquidating  Trust shall issue
periodic  financial  reports.  Each Executive shall have the right to review, at
his own cost and expense,  the financial  reports prepared by the  administrator
for the beneficiaries of the Trust and to inspect,  at his own cost and expense,

<PAGE>

the books and records of the  administrator and the board of managers in respect
of the Liquidating Trust, its assets, liabilities and activities.

                                   ARTICLE VII
                  LOCKUP AND CONDITIONS ON TRANSFER OF NOTES

      SECTION 7.1 RESERVED.

      SECTION 7.2 RESTRICTIONS ON TRANSFER OF NOTES, CLAIMS AND INTERESTS.

            (A) (i) The Consenting  Noteholders  irrevocably and unconditionally
      agree, on behalf of themselves and their  respective  agents,  successors,
      and  permitted  assigns  and  transferees  (if  any)  (collectively,   the
      "Successors"),  (x) that neither the Notes nor any beneficial  interest in
      or rights under the Notes shall,  directly or indirectly,  be transferred,
      sold,  assigned,  encumbered,  disposed of, or otherwise  alienated in any
      manner (each,  a  "Transfer")  except as expressly  authorized  under this
      Section;  (y) not to contest or challenge,  or encourage or help any other
      person or entity to contest or  challenge,  directly  or  indirectly,  any
      provisions of this Agreement; and (z) not to enter into any commitments or
      otherwise  obligate  themselves  to take  any  actions  prohibited  by the
      preceding clauses (x) or (y);

                  (ii) The Executives  irrevocably and unconditionally agree, on
      behalf  of  themselves  and  their  respective  agents,   successors,  and
      permitted  assigns and transferees (if any), (x) that neither any interest
      in or  claim  against  any of the  Debtors  or the  Non-Debtor  Affiliates
      ("Executive  Claims/Interests"),  nor any beneficial interest in or rights
      under such interest or claims,  shall be  transferred  except as expressly
      authorized  under  this  Section;  (y) not to  contest  or  challenge,  or
      encourage  or help any other  person or entity to  contest  or  challenge,
      directly or indirectly,  any provisions of this Agreement;  and (z) not to
      enter into any  commitments or otherwise  obligate  themselves to take any
      actions prohibited by the preceding clauses (x) and (y).

            (B) No Transfer of any Notes or any Executive  Claim/Interest may be
      effected  unless the party or parties to whom the  Transfer  is to be made
      and the party or parties who would thereby become the beneficial  owner of
      the Notes or any Executive Claim/Interest (collectively, the "Transferee")
      execute and  deliver to the person or persons  (including  the  Consenting
      Noteholders) from whom the Transfer is the be made  ("Transferor") and the
      Debtors the  acknowledgment  and agreement set forth in Exhibit "5" hereto
      (the  "Transferee  Agreement") and deliver to the Debtors and Transferor a
      written   opinion   ("Legal   Opinion")  of  the   Transferee's   counsel,
      substantially  in the form annexed  hereto as Exhibit "6". The  Transferee
      Agreement and the Legal Opinion  described in the preceding  sentence must
      be received by the Debtors and Transferor at least three (3) Business Days
      prior to the Transfer in order for the Transfer to be effective.

            (C) Any Transfer or purported Transfer which is not effected in full
      compliance  with this Section  shall (i) be void;  (ii) not transfer to or
      vest in the Transferee  any ownership  interest in, or rights with respect

<PAGE>

      to,  the Notes or any  Executive  Claim/Interest  in  question;  and (iii)
      constitute a material  breach of this  Agreement by Transferor and subject
      Transferor  to  liability  pursuant to Section 7.4 below in the event of a
      breach by Transferor or the provisions of this Agreement, and specifically
      this Article VII.

            (D) Each  Consenting  Noteholder and Executive,  on behalf of itself
      and its  Successors,  waives any and all rights to be a direct or indirect
      beneficiary of an indemnity or "hold  harmless"  agreement from Transferee
      or any other  person or entity  for  liability  for the  transfer  to such
      Transferee constituting a violation of this Section 7.2.

            (E) Any Transferor that holds Notes or any Executive  Claim/Interest
      as  nominee  for,  or in any manner on behalf  of, a  beneficial  owner or
      participant  (such  Noteholder  or  Executive  is  referred to herein as a
      "Beneficial  Owner") shall immediately notify such Beneficial Owner of the
      contents  of this  Agreement.  Such  Transferor  shall  remain  subject to
      liability  pursuant  to Section  7.4 and such  Beneficial  Owner shall not
      recognize,  record or effect any  change in the  beneficial  ownership  or
      identity of the participant  unless the Beneficial  Owner has delivered or
      caused to be delivered  to the  Debtors,  not less than three (3) Business
      Days prior to the proposed change,  the Transferee  Agreement  executed by
      the proposed new Beneficial  Owner or  participant  and a Legal Opinion as
      described in paragraph (b) of this Section.

            (F)  Each  Transferor   consents,   on  behalf  of  itself  and  its
      Successors,  to  service  of  process  by first  class  mail in any action
      brought by the Debtors to enforce any provision of this Agreement.

      SECTION 7.3 MATERIAL  RELIANCE.  Each Consenting  Noteholder and Executive
acknowledges  that the  Debtors,  Senior  Management  and the  other  Consenting
Noteholders  (i) have  materially  relied on the terms of this Agreement and the
Consenting  Noteholders'  covenants and other obligations  hereunder,  (ii) have
foregone other strategic  reorganization  opportunities and expended substantial
sums of money on professional fees and costs in reliance on this Article VII and
the terms of this Agreement, (iii) would not have entered into this Agreement if
this  Section  were  not  binding  and   enforceable   against  the   Consenting
Noteholders,  Executives and their Successors, and (iv) would suffer irreparable
injury  if any  provisions  of this  Agreement  were  not  complied  with by any
Consenting Noteholders, Executives or their Successors.

      SECTION 7.4 REMEDIES.  In the event of any Transfer or purported  Transfer
in   violation  of  Section  7.2,   the  subject   Transferor   and   Transferee
(collectively,  the  "Subject  Parties"),  on  behalf  of  themselves  and their
respective  Successors,  consent  to  the  immediate  issuance  of  a  temporary
restraining order and a temporary or permanent  injunction (or both) prohibiting
or invalidating such violative conduct or Transfer.  The Subject Parties further
agree,  on  behalf  of  themselves  and their  respective  Successors,  that the
prevailing party in any action brought as a result of a violation of Section 7.2
or to contest the validity of a Transfer subject to Section 7.2 shall be awarded
attorneys'  fees, costs and such other damages as may be permitted by law by the
Bankruptcy Court.


<PAGE>

                                    ARTICLE VIII
                         REPRESENTATIONS AND WARRANTIES

      SECTION 8.1 SENIOR  MANAGEMENT.  Each of the  Executives  represents and
warrants, to the Consenting Noteholders, that

            (A) that this Agreement is the legal,  valid and binding  obligation
      of such Executive, enforceable in accordance with its terms (as limited by
      bankruptcy, insolvency,  reorganization,  moratorium and other similar law
      relating  to or  limiting  creditors'  rights  generally  or by  equitable
      principles  relating to  enforceability),  both in his individual capacity
      and in any capacity as trustee or agent with power to vote or control such
      claims, interests and contracts;

            (B) such  Executive is the record or beneficial  owner,  or controls
      with the power to vote,  the shares of Existing  Common Stock and Existing
      Preferred Stock listed with his signature hereto;

            (C) as of the  date of this  Agreement,  the  only  claims  against,
      interests  in, and  contracts  with the Debtors that he has, or that other
      entities have for which the Executive has the power to control the vote of
      or actions with  respect to, are listed on Schedule  8.1 attached  hereto;
      and

            (D) the  Executive  listed with  respect to each claim,  interest or
      contract  is either the owner of such  claim,  interest  or  contract,  or
      controls  with the power to vote and to  direct  all  other  actions  with
      respect to, such claim, interest or contract.

      SECTION 8.2 DEBTORS  AND SENIOR  MANAGEMENT.  Each of the Debtors and each
Executive (where  applicable),  hereby represents and warrants to the Consenting
Noteholders that the following  statements are true,  correct and complete as of
the date hereof:

            (A)  CORPORATE  POWER AND  AUTHORITY.  Each Debtor has all requisite
      corporate power and authority to enter into this Agreement and, subject to
      such Bankruptcy Court approval as may be required except as may be limited
      by  bankruptcy,  insolvency,  reorganization,  moratorium or other similar
      laws relating to or limiting  creditors'  rights generally or by equitable
      principles  relating  to  enforceability,  to carry  out the  transactions
      provided  herein,  and to perform its  respective  obligations  under this
      Agreement;

            (B) AUTHORIZATION. The execution and delivery of this Agreement and,
      subject  to  such  Bankruptcy  Court  approval  as  may be  required,  the
      performance of its obligations hereunder, have been duly authorized by all
      necessary corporate action for each Debtor;

            (C) NO CONFLICTS.  The execution,  delivery and  performance of this
      Agreement  is not,  and shall not,  be  subject  to  receipt  of  required
      government  approvals,  consents and  authorizations,  (excluding any such
      approvals,  consents  or  authorizations  as may  be  required  by  gaming
      authorities  or under gaming laws)  violate any  provision of law, rule or
      regulation  applicable to it or any of its subsidiaries or its certificate
      of incorporation or bylaws;


<PAGE>

            (D) BINDING  OBLIGATION.  This  Agreement has been duly executed and
      delivered  and is the legal,  valid and binding  obligation of each Debtor
      enforceable   against  each  in  accordance  with  its  terms,  except  as
      enforcement  may be limited  by  bankruptcy,  insolvency,  reorganization,
      moratorium or other similar laws relating to or limiting creditors' rights
      generally  or by  equitable  principles  relating  to  enforceability  and
      subject to such Bankruptcy Court approval as may be required;

            (E) NO LITIGATION.  There is no pending or threatened action,  suit,
      or proceeding known to the Debtors before any court or  quasi-judicial  or
      administrative   agency  of  any  federal,   state,   local,   or  foreign
      jurisdiction  that  is  reasonably  likely  to  result  in an  unfavorable
      injunction,  judgment,  order,  decree,  ruling,  or charge that would (A)
      prevent  Restructuring  or (B) permit any or all of the cash payments made
      to the  Indenture  Trustee (and then to the  Noteholders)  pursuant to the
      Restructuring to be rescinded;

            (F)  DISCLOSURE.  The  representations  and  warranties  made by the
      Debtors or the Executives (where  applicable)  contained in this Agreement
      by or with respect to it do not contain any untrue statement of a material
      fact or omit to state any  material  fact  necessary  in order to make the
      statements and information contained herein not misleading;

            (G)  FINANCIAL  STATEMENTS.  (A)  The  audited  balance  sheets  and
      statements of operations,  changes in stockholders'  equity, and cash flow
      (collectively,  the "Financial Statements") as of and for the fiscal years
      ended  December  31, 1999 and  December  31, 1998  contained in Forms 10-K
      filed  by FGC  with the  Securities  and  Exchange  Commission  (the  "SEC
      Reports")  have  been  prepared  in  accordance  with  GAAP  applied  on a
      consistent  basis  throughout the periods covered thereby (except as noted
      therein),  are correct and complete in all  material  respects and present
      fairly the  consolidated  financial  conditions  of the Debtors as of such
      dates and the  consolidated  results of operations of FGC for such periods
      and are consistent in all material  respects with the books and records of
      the  Debtors,  and  (B)  the  unaudited  balance  sheets,   statements  of
      operations and cash flow as of and for the fiscal  quarters ended April 2,
      2000, July 2, 2000 and October 1, 2000 for FGC on a consolidated basis, as
      filed with the SEC have been prepared in accordance with GAAP applied on a
      consistent  basis  throughout the period covered  thereby (except as noted
      therein),  are correct and complete in all  material  respects and present
      fairly the consolidated  financial  condition of FGC for such period,  and
      are consistent in all material  respects with the books and records of the
      Debtors; and

            (H)  SUBSIDIARIES.  The  subsidiaries of the Debtors  (including all
      entities  in which any of the  Debtors  has a  controlling  interest)  are
      listed on Exhibit "7", and no  subsidiary of the Debtors that is not party
      to this Agreement has any assets or  liabilities  except as listed on such
      Exhibit.


<PAGE>

      SECTION 8.3 CONSENTING  NOTEHOLDERS.  Each of the  Consenting  Noteholders
hereby represents and warrants to the Debtors and each of the Executive that the
following statements are true, correct and complete as of the date hereof:

            (A) CORPORATE POWER AND AUTHORITY.  Each  Consenting  Noteholder has
      all requisite  corporate  power and authority to enter into this Agreement
      and,  subject to such  Bankruptcy  Court  approval as may be required,  to
      carry out the transactions  provided herein, and to perform its respective
      obligations under this Agreement;

            (B) AUTHORIZATION. The execution and delivery of this Agreement and,
      subject  to  such  Bankruptcy  Court  approval  as  may be  required,  the
      performance of its obligations hereunder, have been duly authorized by all
      necessary corporate action for each Consenting Noteholder;

            (C) NO CONFLICTS.  The execution,  delivery and  performance of this
      Agreement  does not,  and shall not,  be  subject  to receipt of  required
      government  approvals,  consents and  authorizations,  (excluding any such
      approvals,  consents  or  authorizations  as may  be  required  by  gaming
      authorities  or under gaming laws)  violate any  provision of law, rule or
      regulation  applicable to it or any of its subsidiaries or its certificate
      of incorporation or bylaws;

            (D) BINDING  OBLIGATION.  This  Agreement has been duly executed and
      delivered  and  is  the  legal,  valid  and  binding  obligation  of  each
      Consenting  Noteholder  enforceable  against each in  accordance  with its
      terms,  except as enforcement  may be limited by  bankruptcy,  insolvency,
      reorganization,  moratorium  or other similar laws relating to or limiting
      creditors'  rights  generally  or  by  equitable  principles  relating  to
      enforceability  and subject to such  Bankruptcy  Court  approval as may be
      required;

            (E)  DISCLOSURE.  The  representations  and  warranties  made by the
      Consenting  Noteholders  contained in this Agreement by or with respect to
      it do not contain any untrue statement of a material fact or omit to state
      any  material  fact   necessary  in  order  to  make  the  statements  and
      information contained herein not misleading; and

            (F) CONSULTATION WITH INDENTURE TRUSTEE. The Consenting  Noteholders
      have  caused  the  Informal  Committee  to inform  the  Indenture  Trustee
      respecting the terms and conditions of this Agreement,  and to the best of
      each Consenting  Noteholder's knowledge and belief, it believes,  based on
      conversations  between counsel to the Indenture Trustee and counsel to the
      Informal Committee,  that the Indenture Trustee will follow the Consenting
      Noteholder's  instructions to the Indenture Trustee (without requiring any
      indemnity) made pursuant to this Agreement.

            (G)  OWNERSHIP OF NOTES.  The  Consenting  Noteholders  own the face
      amount of Notes  stated next to their  respective  names on the  signature
      pages to this Agreement.


<PAGE>

                                   ARTICLE IX
                               BANKRUPTCY PROCESS

      SECTION 9.1  BANKRUPTCY  FILING.  Upon  execution of this  Agreement,  the
Debtors shall promptly conclude preparation of Chapter 11 petitions,  statements
of financial affairs, schedules of assets and liabilities, and any and all other
documents  necessary  to  commence  the  Chapter  11  Cases  (collectively,  the
"Petition  Pleadings")  no later  than  January  19,  2001.  In  addition,  upon
execution of this Agreement,  the Debtors shall promptly commence preparation of
all  required  operating  documents  and first day  motions to  continue  normal
business  operations  during the Chapter 11 Cases which shall be filed as of the
commencement of the Chapter 11 Cases ("the Operating Pleadings").  No later than
five (5) Business  Days prior to the  Petition  Date,  FGC shall  provide to the
Informal   Committee  copies  of  the  Operating   Pleadings  for  the  Informal
Committee's  review and comments,  and the Informal  Committee shall provide its
comments  to FGC no  sooner  than two (2)  Business  Days  before  the  proposed
Petition Date; PROVIDED, HOWEVER, not later than five (5) Business Days prior to
the Petition  Date,  the  Debtors'  Professionals  and the Informal  Committee's
Professionals  shall agree upon the form of (i) the  Protocol  Motion,  (ii) the
motion for order  approving  the proposed  payment of a break-up fee and expense
reimbursement to Majestic Investor,  LLC,  prospective  purchaser of Fitzgeralds
Las Vegas,  Fitzgeralds  Tunica,  Fitzgeralds Black Hawk and Fitzgeralds Fremont
Experience Corporation, (iii) sale order sought by the 363 Motion to be filed in
connection with the purchase  agreement executed (or to be executed) by Majestic
Investor,  LLC, and (iv) the Interim  Order and the Final Order (each as defined
in the Cash Collateral Stipulation). In addition, attached hereto as Exhibit "8"
is the  Agreement  Regarding  Use  of  Cash  Collateral  (the  "Cash  Collateral
Stipulation").  On the Petition  Date, the Debtors shall file a motion for entry
of an Interim and Final Order  approving the Cash  Collateral  Stipulation.  The
Consenting  Noteholders and pursuant to their direction,  the Informal Committee
and the Indenture  Trustee and each of their  professionals  and the Debtors and
the Debtors' Professionals shall make commercially reasonable efforts to support
the approval of the Cash Collateral  Stipulation and the Operating  Pleadings by
the Bankruptcy Court and the Consenting  Noteholders  shall direct the Indenture
Trustee to support and execute the Cash Collateral  Stipulation  which shall not
require providing an indemnity.

      SECTION 9.2 SUPPORT OF AGREEMENT AND RESTRUCTURING.

            (A) In addition to the express covenants in this Agreement,  each of
      the  Debtors  shall (i) make all  commercially  reasonable  efforts  in to
      effectuate the Restructuring, achieve the sale of assets (or stock) of the
      Operating   Companies  as  provided  in  this   Agreement  and  to  obtain
      confirmation  of the Plan as provided in this  Agreement  and (ii) refrain
      from opposing,  or proposing,  soliciting,  supporting or encouraging  any
      person to take any action to impede,  hinder or delay, the  Restructuring,
      the sale of assets (or stock) of the  Operating  Companies  as provided by
      this Agreement and confirmation of the Plan contemplated hereby.

            (B) In addition to the express covenants in this Agreement,  each of
      the Executives in their capacities as officers,  directors,  shareholders,
      employee and creditors shall (i) make all commercially  reasonable efforts
      in good faith to effectuate the Restructuring,  achieve the sale of assets
      (or stock) of the Operating Companies as provided in this Agreement and to

<PAGE>

      obtain  confirmation  of the Plan as provided in this  Agreement  and (ii)
      refrain from opposing, or proposing soliciting,  supporting or encouraging
      any  person to take any  action to oppose,  impede,  hinder or delay,  the
      Restructuring, the sale of assets (or stock) of the Operating Companies as
      provided  by this  Agreement  and  confirmation  of the Plan  contemplated
      hereby.  Each  Executive  shall  also vote all of the claims  against  and
      interests  in the  Debtors  that he owns,  or of which he has the power to
      control the vote in favor of the Plan contemplated  hereby,  except to the
      extent such claims or interests are deemed by operation of the  Bankruptcy
      Code to have accepted or rejected the Plan.

            (C) In addition to the express  covenants  in this  Agreement,  each
      Consenting   Noteholder   shall  refrain  from  opposing,   or  proposing,
      soliciting,  supporting  or  encouraging  any  person  to take any  action
      inconsistent  with this Agreement or to oppose,  impede,  hinder or delay,
      the  Restructuring,  the  sale  of  assets  (or  stock)  of the  Operating
      Companies  as  provided by this  Agreement  and  confirmation  of the Plan
      contemplated  hereby.  Each of the Consenting  Noteholders  shall make all
      commercially reasonable efforts in good faith to:

                  (1)  vote  all of its  claims  against  and  interests  in the
      Debtors  in favor of the Plan  contemplated  hereby,  except to the extent
      such claims or interests are deemed by operation of the Bankruptcy Code to
      have accepted or rejected the Plan;

                  (2) if requested by Debtors, direct the Indenture Trustee (but
      shall not be required to indemnify the Indenture Trustee),  to support the
      Restructuring, all motions and applications made by the Debtors and Senior
      Management not inconsistent  with this Agreement,  the sales  contemplated
      hereby and the Plan, and to consent to the sale of the assets contemplated
      hereby;

                  (3) direct (i) counsel to the Informal  Committee (or Official
      Noteholder  Committee,  as the case may be) to  appear  in the  Bankruptcy
      Court  and,  to the  extent  requested  by the  Debtors,  relevant  gaming
      regulatory  proceedings  and to support  entry of the orders  contemplated
      hereby,  confirmation of the Plan and the granting of any gaming approvals
      necessary to consummate the transactions contemplated by this Agreement;

                  (4)   direct the Informal  Committee to recommend that other
      Noteholders accept the Plan contemplated hereby; and

                  (5)  not  propose,   vote  for,   consent  to  or  support  or
      participate,   directly  or   indirectly,   in  the   formulation  of  any
      application,  motion or plan of reorganization or liquidation (proposed or
      filed or to be proposed or filed) in any bankruptcy  proceeding  commenced
      with  respect to the Debtors  that  provides  for the  treatment of Senior
      Management  or the  Consenting  Noteholders  on any other  terms  that are
      materially  inconsistent with this Agreement,  other than a plan agreed to
      by the Consenting Noteholders and the Debtors;


<PAGE>

PROVIDED,  HOWEVER, that no Consenting Noteholder shall be barred from objecting
to compliance with Section 1126 of the Bankruptcy Code if a disclosure statement
proposed by the Debtors or received  by such  Consenting  Noteholder  contains a
material  misstatement  or  omission  or taking any action  with  respect to any
matter inconsistent with the terms of this Agreement,  or assisting the Informal
Committee  (or Official  Noteholder  Committee)  in making such  objections  and
taking such actions;

            (D) If an  involuntary  case  under  Chapter 7 or  Chapter 11 of the
      Bankruptcy  Code is  commenced  against the Debtors (or any of them),  and
      Debtors  determine  to  contest  the  entry of an order  for  relief,  the
      Consenting  Noteholders  agree  they  shall  not take,  direct,  instruct,
      encourage or help any other person or entity to act  inconsistently or not
      in accordance with the terms of this Agreement; PROVIDED, HOWEVER, that if
      the Debtors determine not to contest the entry of an order for relief, the
      Debtors shall make any and all  commercially  reasonable  efforts to cause
      the case to be  converted  to a voluntary  Chapter 11  proceeding  (in the
      event of an involuntary Chapter 7 case).

            (E) Senior Management shall make any and all commercially reasonable
      efforts  while they are employed by the Debtors to remain  licensed  under
      applicable gaming laws and regulations, to operate and manage the business
      of the  Debtors  and to  actively  engage in the  process of  selling  the
      Operating  Companies.  Any and all costs incurred in this respect shall be
      borne by the Debtors.

      SECTION 9.3 NO IMPROPER  SOLICITATION.  Notwithstanding  Section 9.2, this
Agreement is the product of negotiations  among the Debtors,  Senior  Management
and the Consenting Noteholders. This Agreement is not and shall not be deemed to
be a solicitation for consents to a plan. No Consenting  Noteholder's acceptance
of a plan  shall be  solicited  until  such  party  has  received  a  disclosure
statement  approved by the  Bankruptcy  Court and otherwise in  compliance  with
Section 1126 of the Bankruptcy Code.

      SECTION 9.4 OFFICIAL NOTEHOLDER COMMITTEE. The Debtors shall, if requested
by Consenting  Noteholders  who are  beneficial  owners (or record  owners) of a
majority  of  principal  amount of the Notes,  support  the  appointment  of the
Official  Noteholder  Committee  provided  that  the  members  of  the  Official
Noteholder  Committee include Consenting  Noteholders of no less than a majority
of the principal  amount of Notes.  The Debtors'  ongoing support of an Official
Noteholder  Committee will be conditional upon the Official Noteholder Committee
consisting of beneficial owners of no less than a majority in face amount of the
outstanding  Notes.  Upon the  commencement of the Chapter 11 Cases, the Debtors
agree to support the retention of the Informal  Committee  Professionals  by the
Official Noteholder  Committee,  with payment of fees and expenses in accordance
with an Interim Fee  Procedures  Motion and Order,  copies of which are attached
hereto as Exhibit "9", as approved by the Bankruptcy Court.

      SECTION 9.5 DEBTORS'  PROFESSIONALS.  Upon the commencement of the Chapter
11 Cases,  Consenting Noteholders agree to direct the Informal Committee and the
Indenture Trustee to agree to the retention of the Debtors'  Professionals  upon
terms and conditions  consistent with the Bankruptcy  Rules and the U.S. Trustee
Guidelines.  The Consenting Noteholders further agree that during the Chapter 11

<PAGE>

Cases,  the  Debtors'  Professionals  may be  paid  in the  ordinary  course  in
accordance  with an Interim Fee Procedures  Motion and Order, as approved by the
Bankruptcy Court.

      SECTION 9.6 RIGHTS OF PARTIES IN THE EVENT THE INDENTURE TRUSTEE ACTS IN A
MANNER  INCONSISTENT  WITH THIS  AGREEMENT.  If the Indenture  Trustee acts in a
manner  materially  inconsistent  with this Agreement,  fails to act in a manner
materially  consistent  with  this  Agreement,  or  fails  to  act  in a  manner
materially  consistent  with this  Agreement  absent  indemnity,  the  following
provisions  shall control any other contrary  provisions in this Agreement or in
any other Agreement between the parties:

            (A) ACTIVITY IN SUPPORT OF THIS  AGREEMENT.  Any action taken by the
      Debtors, the Informal Committee (or the Official Noteholder Committee,  as
      the  case  may be) to  cause  the  Indenture  Trustee  to act in a  manner
      materially consistent with this Agreement, shall not be deemed a breach of
      this Agreement.

            (B) SUPPORT OF OTHER  PARTIES'  EFFORTS  DIRECTED AT A  RECALCITRANT
      INDENTURE  TRUSTEE.  The Debtors shall direct the Debtors'  Professionals,
      and the Consenting Noteholders shall direct the Informal Committee (or the
      Official Noteholder Committee, as the case may be) to support, with briefs
      and argument before the Bankruptcy Court, the actions taken by the Debtors
      and the Informal Committee (or the Official Noteholder  Committee,  as the
      case may be) to cause the Indenture  Trustee to act in a manner materially
      consistent with this Agreement.

            (C)  LIMITATION  ON  CONSENTING   NOTEHOLDERS'  RIGHT  TO  TERMINATE
      AGREEMENT.  If such  action or inaction is  determined  by the  Bankruptcy
      Court to have proximately caused an event that would allow the termination
      of this  Agreement,  or the service of notice of a default  under  Section
      11.10 of this  Agreement,  then,  notwithstanding  such right to terminate
      this Agreement or serve such notice,  this Agreement may not be terminated
      based upon such event.

                                     ARTICLE X
                               CONDUCT OF BUSINESS

      SECTION  10.1  CONDUCT OF BUSINESS.  The Debtors  agree that,  pending the
Petition Date and subject thereof until the Effective Date of FGC's Plan, unless
otherwise  expressly  contemplated  or permitted by this  Agreement,  they shall
manage and operate their  businesses in the ordinary course using sound business
judgment and:

            (A) The Debtors  shall not directly or  indirectly,  do or permit to
      occur  any of the  following:  (i)  issue,  sell,  pledge,  dispose  of or
      encumber any additional  shares of, or any options,  warrants,  conversion
      privileges  or rights of any kind to  acquire  any shares of, any of their
      capital  stock  except  as  required  pursuant  to  currently  outstanding
      obligations;   (ii)  amend  or  propose  to  amend   their   articles   of
      incorporation;  (iii) split,  combine or reclassify any outstanding shares
      of their capital stock or declare,  set aside or pay any dividend or other
      distribution payable in cash, stock, property or otherwise with respect to
      shares of capital stock,  including the Existing  Common Stock or Existing
      Preferred Stock; (iv) redeem,  purchase or acquire or offer to acquire any

<PAGE>

      share  of  their  capital  stock;   (v)  acquire  (by  merger,   exchange,
      consolidation,   acquisition   of  stock  or  assets  or  otherwise)   any
      corporation,  partnership, joint venture or other business organization or
      division or  material  assets  thereof  other than as set forth in Section
      10.1 (d) and (e);  (vi) enter into or propose to enter into,  or modify or
      propose  to modify,  any  agreement,  arrangement  or  understanding  with
      respect to any of the matters  set forth in this  Section  10.1(a);  (vii)
      commence or engage in any additional gaming ventures.

            (B) The Debtors  shall (i) maintain  their good  standing  under the
      laws of their respective  states of incorporation or organization,  as the
      case may be, and (ii) notify the Informal Committee of any governmental or
      third party  complaints,  investigations  or hearings  (or  communications
      indicating  that the same are  contemplated)  other than  ordinary  course
      audits.

            (C) Subject to  applicable  privileges,  the  Debtors  will keep the
      Informal  Committee  and  Informal  Committee  Professionals  (or Official
      Noteholder  Committee  professionals,  as the case may be) informed of all
      the  developments   regarding  the  liquidation  process,   including  the
      identities of  prospective  purchasers,  those being  solicited  potential
      purchasers  and of all  negotiations  with such potential  purchasers.  In
      addition,  the Debtors shall keep the Informal  Committee  informed of the
      status of the  Debtors'  capital  expenditure  programs,  their  operating
      performance,  financial status,  and all material  regulatory  matters and
      litigation matters,  and will inform the Informal Committee  Professionals
      of each non-recurring capital expense in excess of $250,000.00.

            (D) Any  term in this  Agreement  to the  contrary  notwithstanding,
      subject to Bankruptcy  Court approval the Debtors,  Senior  Management and
      the  Consenting  Noteholders  agree that the Debtors may  contract  with a
      third party,  which may be a  to-be-formed  entity  directly or indirectly
      owned  by one or  more  of the  Executives  (such  an  entity,  a  "Senior
      Management Affiliate"), to provide risk management services to the Debtors
      and, if  requested,  the trustee of the  Liquidating  Trust.  The Debtors,
      Senior  Management and the Consenting  Noteholders  agree that the Debtors
      may enter  into  agreements  with a Senior  Management  Affiliate  to sell
      assets associated with FGC's risk management  department.  With respect to
      the assets  associated with FGC's risk management,  the book value of such
      assets shall not exceed  $75,000.00  and such assets shall be sold for not
      less than book value.  The costs and expenses  associated  with a contract
      with a Senior Management  Affiliate to provide risk management services to
      the Debtors,  on the date of  contracting,  shall (i) not exceed seven and
      one-half percent (7.5%) of the existing historical costs and expenses (ii)
      not exceed  the amount of any bid  received  by the  Debtors  for the same
      services;  PROVIDED,  HOWEVER,  that such costs and expenses cap shall not
      apply to variable  labor costs and  expenses if the hourly  rates for such
      costs and the expenses do not exceed seven and one-half  percent (7.5%) of
      the fair market rate for such services and expenses.  After the first year
      and for each year  thereafter,  such costs and expenses  associated with a
      contract  with a Senior  Management  Affiliate  may increase an additional
      three percent (3%) on an annual basis.  Prior to the Debtors entering into
      a contract with a Senior  Management  Affiliate to provide risk management
      services to the  Debtors,  the Debtors  shall  obtain no less than two (2)
      competitive  bids from  non-affiliates.  The  Informal  Committee  (or the
      Official Noteholders Committee, as the case may be) will be advised by the

<PAGE>

      Debtors of developments  respecting  services provided to the Debtors that
      fall within the terms of this Subsection  10.1(d).  The Informal Committee
      (or the  Official  Noteholders  Committee,  as the  case  may be)  will be
      provided  by the  Debtors  with  copies of all  agreements,  requests  for
      quotation  and bids and  quotations  respecting  services  provided to the
      Debtors that fall within the terms of this Subsection 10.1 (d).

            (E) Any  term in this  Agreement  to the  contrary  notwithstanding,
      subject to Bankruptcy  Court approval the Debtors,  Senior  Management and
      the  Consenting   Noteholders  agree  that  the  Debtors  may  enter  into
      agreements  with a Senior  Management  Affiliate  to  lease  from FMI dock
      facilities,   and  public  areas  directly   associated   with  such  dock
      facilities, owned or controlled by FMI provided such an agreement contains
      customary  terms and  conditions  and is on market  terms  (meaning in all
      events, not less than book value). The Informal Committee (or the Official
      Noteholders Committee,  as the case may be) will be advised by the Debtors
      of  developments  respecting a transaction  that falls within the terms of
      this  Subsection   10.1(e).   The  Informal  Committee  (or  the  Official
      Noteholders Committee, as the case may be) will be provided by the Debtors
      with copies of all agreements  respecting a transaction  that falls within
      the terms of this Subsection 10.1 (e).

      SECTION  10.2  CAPITAL  EXPENDITURES.  Excluding  the  purchase  of gaming
equipment,  the  Debtors  will not  spend  more than  $4,000,000.00  per year in
connection with "maintenance"  capital  expenditures.  In addition,  the Debtors
will not spend more than  $4,000,000.00  per year in connection with purchasing,
upgrading   and/or  replacing   gaming   equipment.   To  the  extent  that  the
aforementioned  amounts are not fully expended within any given fiscal year, the
Debtors  shall be permitted  to  carryover-unexpended  amounts  into  subsequent
fiscal years. With respect to the Fitzgeralds Black Hawk expansion project,  the
Debtors  will not  expend  more  than an  additional  $750,000.00  plus  amounts
requested  by  purchaser  of  Operating  Companies  for which  improvements  the
purchaser  is  paying  after the date of  execution  of this  Agreement  without
approval of the Informal Committee (or the Official Noteholder Committee, as the
case may be). The  Fitzgeralds  Black Hawk  expansion  expenditures  will relate
primarily  to  securing  the  necessary  entitlements,   acquiring  an  adjacent
parcel/structure,  demolishing  (in part)  existing  structures  and  developing
architectural plans for the new structure.

                                     ARTICLE XI
                 CONDITIONS SUBSEQUENT, DEFAULTS AND REMEDIES

      SECTION  11.1  DEBTORS'  RIGHT  TO  TERMINATE   AGREEMENT  UPON  CONDITION
SUBSEQUENT.  This  Agreement,  at the  option  of any  of the  Debtors',  may be
terminated,  effective at the time written notice of termination is given to the
Consenting Noteholders and each of the Executives, if:

            (A) The  Protocol  Motion is not  approved in its  entirety  without
      modification  by a Final Order of the  Bankruptcy  Court within 28 days of
      the Petition Date

            (B) The Compensation  Motion is not approved in its entirety without
      modification  by a Final Order of the  Bankruptcy  Court within 28 days of
      the Petition Date; or


<PAGE>

            (C) The Interim Cash Collateral  Order and the Final Cash Collateral
      Orders  are not  entered in their  entirety  without  modification  by the
      Bankruptcy  Court or the Final  Cash  Collateral  Order  does not become a
      Final Order of the Bankruptcy Court within 28 days of the Petition Date.

Provided,  that  if the  Interim  Cash  Collateral  Order  and  the  Final  Cash
Collateral  Orders,  or either of them, are not entered in there entirety solely
because the  Bankruptcy  Court  fails to grant a priority to Majestic  Investor,
LLC, there shall be no right to terminate this Agreement  based upon such event.
Any notice of  termination  made  pursuant to this Section 11.1 must be given so
that it is received by the Consenting Noteholders and each of the Executives not
later than 30 days after the Petition  Date. The Debtors shall at all times have
the  right to  waive  any such  condition.  The  waiver  by the  Debtors  of any
condition  shall not relieve any other party of any liability or obligation with
respect to any covenant or agreement set forth in this Agreement.

      SECTION 11.2  CONSENTING  NOTEHOLDERS  RIGHT TO TERMINATE  AGREEMENT  UPON
CONDITION SUBSEQUENT.  This Agreement,  at the option of Consenting  Noteholders
who are beneficial  owners (or record owners) of a majority of principal  amount
of the  Notes,  may be  terminated,  effective  at the time  written  notice  of
termination is given to the Debtors and each of the Executives if:

            (A) The Debtors fail to make the Pre-Petition Cash Distribution;

            (B) The  Protocol  Motion is not  approved in its  entirety  without
      modification  by a Final Order of the  Bankruptcy  Court within 28 days of
      the Petition Date;

            (C) The Compensation  Motion is not approved in its entirety without
      modification  by a Final Order of the  Bankruptcy  Court within 28 days of
      the Petition Date; or

            (D) The Interim Cash Collateral  Order and the Final Cash Collateral
      Orders  are  not  entered  in its  entirety  without  modification  by the
      Bankruptcy  Court or the Final  Cash  Collateral  Order  does not become a
      Final Order of the Bankruptcy Court within 28 days of the Petition Date.

Provided,  that  if the  Interim  Cash  Collateral  Order  and  the  Final  Cash
Collateral  Orders,  or either of them, are not entered in there entirety solely
because the  Bankruptcy  Court  fails to grant a priority to Majestic  Investor,
LLC, there shall be no right to terminate this Agreement  based upon such event.
Any notice of  termination  made  pursuant to this Section 11.2 must be given so
that it is received by the Debtors and each of the  Executives not later than 30
days after the Petition  Date.  The  Consenting  Noteholders  who are beneficial
owners (or record  owners) of a majority of principal  amount of the Notes shall
at all  times  have the right to waive any such  condition.  The  waiver by such
Consenting Noteholders of any condition shall not relieve any other party of any
liability or  obligation  with respect to any covenant or agreement set forth in
this Agreement.

      SECTION  11.3  SENIOR  MANAGEMENT'S  RIGHT  TO  TERMINATE  AGREEMENT  UPON
CONDITION SUBSEQUENT. This Agreement, at the option of Senior Management, may be

<PAGE>

terminated,  effective at the time written notice of termination is given to the
Consenting Noteholders and the Debtors, if:

            (A) The  Protocol  Motion is not  approved in its  entirety  without
      modification  by a Final Order of the  Bankruptcy  Court within 28 days of
      the Petition Date

            (B) The Compensation  Motion is not approved in its entirety without
      modification  by a Final Order of the  Bankruptcy  Court within 28 days of
      the Petition Date; or

            (C) The Interim Cash Collateral  Order and the Final Cash Collateral
      Orders  are not  entered in their  entirety  without  modification  by the
      Bankruptcy  Court or the Final  Cash  Collateral  Order  does not become a
      Final Order of the Bankruptcy Court within 28 days of the Petition Date.

Provided,  that  if the  Interim  Cash  Collateral  Order  and  the  Final  Cash
Collateral  Orders,  or either of them, are not entered in there entirety solely
because the  Bankruptcy  Court  fails to grant a priority to Majestic  Investor,
LLC, there shall be no right to terminate this Agreement  based upon such event.
Any notice of  termination  made  pursuant to this Section 11.3 must be given so
that it is received by the Debtors and Consenting  Noteholders not later than 30
days after the  Petition  Date.  Senior  Management  shall at all times have the
right to waive  any such  condition.  The  waiver by  Senior  Management  of any
condition  shall not relieve any other party of any liability or obligation with
respect to any covenant or agreement set forth herein.

      SECTION 11.4 CONSENTING  NOTEHOLDER DEFAULT. Any of the following shall be
deemed a Consenting Noteholder Default:

            (A) The  failure  of any  Consenting  Noteholder  to  comply  in all
      material  respects with its covenants under this  Agreement,  and ten (10)
      Business  Days shall have passed after  written  notice of such default is
      given to the Consenting Noteholders, and such default remains uncured;

            (B) Any Consenting  Noteholder shall publicly announce its intention
      to not support the  Restructuring if such statement is not retracted after
      three (3) Business Days notice to the Consenting Noteholders;

            (C) The Purchase and Sale Agreement with Majestic  Investor,  LLC is
      terminated  as a result of a breach by any  Consenting  Noteholder  of its
      Undertaking dated November 22, 2000.

            (D) Any of the Consenting  Noteholders  shall propose a plan or take
      other action in the Chapter 11 Cases on terms and conditions  that are not
      materially  consistent  and in accordance  with this  Agreement and twenty
      (20) Business Days shall have passed after written  notice of such default
      is given to the Consenting Noteholders,  and such default remains uncured;
      and


<PAGE>

            (E) Any  representation  or warranty of the  Consenting  Noteholders
      contained in this Agreement shall have been materially incorrect and shall
      have been made fraudulently.

      SECTION  11.5  REMEDIES IN THE EVENT OF A CONSENTING  NOTEHOLDER  DEFAULT.
Provided that the Debtors  and/or Senior  Management  have not  terminated  this
Agreement   pursuant  to  Sections  11.1,  11.3  or  11.12  of  this  Agreement,
respectively,  in addition to any other  rights and  remedies  afforded  Debtors
and/or  Senior   Management   under  this   Agreement  or  applicable  law  (not
inconsistent  with  this  Agreement),   upon  the  occurrence  of  a  Consenting
Noteholder Default, Debtors and/or Senior Management may:

            (A)   Seek  redress  from  the   Bankruptcy   Court  for  specific
      performance or summary  enforcement of this Agreement or other equitable
      relief  with  respect  to the  breaching  Consenting  Noteholders.  Such
      relief may include  obtaining the  appointment  of an  individual  under
      Fed. R.  Bankr.  P. 7070 to urge and vote such  Consenting  Noteholder's
      claim(s) in favor of the Motions and a Plan which  provides the Debtors,
      Senior  Management  and  Noteholders  treatment in  accordance  with the
      terms of this Agreement;

            (B) Seek damages against the breaching Consenting Noteholder for the
      breach of this Agreement in the Bankruptcy  Court to the extent  permitted
      by law; and

            (C) Enforce any other right or remedy  afforded under this Agreement
      or  applicable  law in the  Bankruptcy  Court except  termination  of this
      Agreement.

      SECTION 11.6  DEBTORS'  DEFAULT.  Any of the  following  shall be deemed a
Debtors' Default:

            (A) The  Debtors  shall not have  filed the  Chapter  11 Cases on or
      before January 19, 2001;

            (B) A purchase  agreement  approved by the  Bankruptcy  Court either
      pursuant to a Plan or a 363 Motion is terminated as a result of a Debtor's
      breach;

            (C) The Purchase and Sale Agreement with Majestic  Investor,  LLC is
      terminated  as a  result  of a  breach  by  any of the  Debtors  of  their
      Undertaking  dated  November  22, 2000 unless such breach is the result of
      action or inaction taken by the Debtors to comply with this Agreement;

            (D) Any of the Debtors shall publicly  announce its intention not to
      pursue  the Plan on terms  and  conditions  materially  consistent  and in
      accordance  with this Agreement if such  statement is not retracted  after
      three (3) Business Days notice to the Debtors and each Executive;

            (E) Any of the Debtors  shall propose a Plan or take other action in
      the  Chapter  11 Cases on terms  and  conditions  that are not  materially
      consistent and in accordance  with this Agreement  after notice to Debtors
      and each Executive and ten (10) Business Days opportunity to cure;


<PAGE>

            (F) Any of the Debtors shall fail to comply in all material respects
      with its covenants under this Agreement,  and ten (10) Business Days shall
      have passed after  written  notice of such default is given to such Debtor
      and each Executive, and such default remains uncured;

            (G) Any  representation or warranty of the Debtors contained in this
      Agreement  shall have been  materially  incorrect and shall have been made
      fraudulently; or

            (H) The  Debtors  fail  to make a  post-Petition  Date  Excess  Cash
      Distribution  payment  as  described  in  Section  4.2 of this  Agreement,
      provided such payment is permitted by a final  Bankruptcy  Court order and
      such failure has not been cured after ten (10) Business Days notice.

      SECTION 11.7  REMEDIES IN THE EVENT OF A DEBTORS'  DEFAULT.  Provided that
Consenting  Noteholders  who are  beneficial  owners  (or  record  owners)  of a
majority  of  principal  amount  of the  Notes  or  Senior  Management  have not
terminated  this  Agreement  pursuant  to Sections  11.2,  11.3 or 11.12 of this
Agreement,  respectively,  in addition to any other rights and remedies afforded
Consenting  Noteholders who at the time are beneficial owners (or record owners)
of a majority of a principal amount of the Notes and/or Senior  Management under
this Agreement or applicable law (not  inconsistent  with this Agreement),  upon
the occurrence of a Debtors' Default, Consenting Noteholders who at the time are
beneficial  owners (or record  owners) of a majority of principal  amount of the
Notes and/or Senior Management may:

            (A) Seek redress from the Bankruptcy Court for specific  performance
      or summary  enforcement of this Agreement or other  equitable  relief with
      respect to the breaching Debtor,  and such relief may include relief under
      Bankruptcy Rule 7070;

            (B) Seek damages against the breaching Debtor for the breach of this
      Agreement in the Bankruptcy Court to the extent permitted by law; and

            (C) Enforce any other right or remedy  afforded under this Agreement
      or  applicable  law in the  Bankruptcy  Court except  termination  of this
      Agreement.

      SECTION 11.8 SENIOR  MANAGEMENT  DEFAULT.  Any of the  following  shall be
deemed a Senior Management Default:

            (A) Any of the  Debtors  while in the  control of Senior  Management
      shall publicly  announce its intention not to pursue the Plan on terms and
      conditions  materially consistent and in accordance with this Agreement if
      such  statement is not  retracted  after three (3) Business Days notice to
      the Debtors and each Executive;

            (B) Any of the  Debtors  while in the  control of Senior  Management
      shall propose a Plan or take other action in the Chapter 11 Cases on terms
      and conditions  that are not materially  consistent and in accordance with
      this  Agreement  after notice to Debtors and each  Executive  and ten (10)
      Business Days opportunity to cure;

            (C) Any of the  Executives  shall  fail to  comply  in all  material
      respects with his covenants  under this Agreement and twenty (20) Business

<PAGE>

      Days shall have passed  after  written  notice of such default is given to
      such Executive, and such default remains uncured; and

            (D) Any representation or warranty of Senior Management contained in
      this Agreement  shall have been  materially  incorrect and shall have been
      made fraudulently.

      SECTION  11.9  REMEDIES  IN THE  EVENT  OF A  SENIOR  MANAGEMENT  Default.
Provided  that  Consenting  Noteholders  who are  beneficial  owners  (or record
owners) of a majority of  principal  amount of the Notes or the Debtors have not
terminated  this  Agreement  pursuant  to Sections  11.1,  11.3 or 11.12 of this
Agreement,  respectively,  in addition to any other rights and remedies afforded
Consenting  Noteholders who at the time are beneficial owners (or record owners)
of a majority of a principal  amount of the Notes and/or the Debtors  under this
Agreement or applicable law (not  inconsistent  with this  Agreement),  upon the
occurrence of a Senior  Management  Default,  Consenting  Noteholders who at the
time are beneficial  owners (or record owners) of a majority of principal amount
of the Notes and/or the Debtors may:

            (A) Seek redress from the Bankruptcy Court for specific  performance
      or summary  enforcement of this Agreement or other  equitable  relief with
      respect to the  breaching  Executive,  and such relief may include  relief
      under Bankruptcy Rule 7070;

            (B) Seek damages  against the breaching  Executive for the breach of
      this Agreement in the Bankruptcy Court to the extent permitted by law; and

            (C) Enforce any other right or remedy  afforded under this Agreement
      or  applicable  law in the  Bankruptcy  Court except  termination  of this
      Agreement.

       SECTION  11.10  LIMITED  RIGHT  TO  TERMINATE   AGREEMENT  BY  CONSENTING
NOTEHOLDERS.  Except as permitted by Section 11.1,  11.2, 11.3 and 11.12 of this
Agreement, this Agreement may not be terminated unless by Consenting Noteholders
who are beneficial  owners (or record owners) of a majority of principal  amount
of the Notes, and then only if:

            (A)  Relief  shall  be  granted  pursuant  to a final  order  of the
      Bankruptcy  Court to any person other than a Consenting  Noteholder or the
      Indenture Trustee under Section 362(d) of the Bankruptcy Code, in a manner
      that  materially  impairs  the  benefits  of  the  Restructuring  for  the
      Consenting Noteholders,  and the order granting such relief shall not have
      been stayed pending  appeal,  provided  Debtors and Senior  Management are
      given  notice under this  Section  within five (5)  Business  Days after a
      motion for stay relief is filed;

            (B) Any examiner with expanded  powers or trustee shall be appointed
      in the  Chapter 11 Cases,  or any such cases shall be  converted  to cases
      under chapter 7 or dismissed unless such appointment or conversion  occurs
      due to the urging of a Consenting  Noteholder,  the Informal Committee (or
      the Official  Noteholder  Committee,  as the case may be),  the  Indenture
      Trustee  or any of their  professionals,  except as  provided  in  Section
      11.10(c) of this Agreement;

            (C) The Bankruptcy  Court enters a final order granting a motion for
      relief  brought by Consenting  Noteholders  who at the time are beneficial

<PAGE>

      owner (or record owners of a majority of the principal amount of the Notes
      seeking (i) the appointment of an examiner with expanded powers,  (ii) the
      appointment of a trustee in the Chapter 11 Cases,  or (iii)  conversion of
      the Chapter 11 Cases to cases under  Chapter 7 or dismissal of the Chapter
      11 Cases; PROVIDED,  HOWEVER the granting of the relief is predicated upon
      a finding of fraud by one or more of the Executives;

            (D) There has been a breach of Section 2.2 of this  Agreement by the
      Debtors while Senior  Management is in control of the Debtors that has not
      been cured after twenty (20)  Business Days notice to the Debtors and each
      of the Executives;

            (E) The  Debtors  fail  to make a  post-Petition  Date  Excess  Cash
      Distribution  payment  as  described  in  Section  4.2 of this  Agreement,
      provided  such  payment is  permitted  by a final order of the  Bankruptcy
      Court and such  failure  has not been cured after ten (10)  Business  Days
      notice to the Debtors and each of the Executives;

            (F) The  Debtors  assume the  existing  employment  agreements  with
      Senior Management pursuant to Section 365 of the Bankruptcy Code;

            (G) There has been a breach of Section 5.8 of this  Agreement  by an
      Executive or his  Affiliate  that is not cured after twenty (20)  Business
      Days notice to the Debtors and each of the Executives.

            (H) There has been a breach of Section 9.1 of this  Agreement by the
      Debtors and such breach has not been cured  after five (5)  Business  Days
      notice  to the  Debtors  and  each of the  Executive,  PROVIDED,  further,
      HOWEVER,  that such  default  must be exercised no later than fifteen (15)
      Business Days after the Petition Date;

            (i)  The  Debtors   file  Plan(s)  that  do  not  seek  the  orderly
      liquidation of the Operating  Companies assets (or stock) and such default
      is not cured after  fifteen (15)  Business  Days notice to the Debtors and
      each of the Executives;

            (J)  There is a breach by an  Executive  of  Section  5.5(b) of this
      Agreement  that is not cured after twenty (20) Business Days notice to the
      Debtors and each of the Executives;

            (K) The  Bankruptcy  Court has not  confirmed,  by December 1, 2001,
      Plan(s) contemplating the sale of any assets (or stock) of the Debtors not
      then  subject to be sold  pursuant  to an order of the  Bankruptcy  Court,
      provided Senior Management remains in control of the Debtors;

            (L) There is a breach by the Debtors of Section  10.1(a)(v) or (vii)
      that is not cured after  twenty (20)  Business  Days notice to the Debtors
      and each of the Executives; or

            (M) Any  representation  or  warranty of the  Debtors  contained  in
      Sections  8 (a),  (b),  (c)  or (d) of  this  Agreement  shall  have  been
      materially incorrect when made and shall have been made fraudulently.


<PAGE>

Written  notice of any  termination  of this  Agreement  made  pursuant  to this
Section 11.10 must be given to the Debtors and each of the Executives within ten
(10) days of the  occurrence of the basis for such  termination.  The Consenting
Noteholders  who at the time are  beneficial  owners  (or  record  owners)  of a
majority of  principal  amount of the Notes shall at all times have the right to
waive any such  condition.  The  waiver by such  Consenting  Noteholders  of any
condition  shall not relieve any other party of any liability or obligation with
respect to any covenant or agreement set forth in this Agreement.

      SECTION 11.11 PROHIBITION ON RIGHT TO TERMINATE  AGREEMENT BY THE DEBTORS'
OR SENIOR  MANAGEMENTS'  DEFAULT.  Except as provided in Sections 11.1, 11.3 and
11.12, neither the Debtors nor Senior Management,  or any of them, may terminate
this  Agreement,  unless  the  Indenture  Trustee  acts in a  manner  materially
inconsistent with this Agreement, fails to act in a manner materially consistent
with this Agreement, or fails to act in a manner materially consistent with this
Agreement  absent  indemnity,  and such action or inaction results in a material
detriment to the Debtors or Senior Management, or any of them.

      SECTION 11.12 TERMINATION DUE TO FAILURE TO SETTLE PAPERS AND ORDERS.  Any
party to this  Agreement  shall have the right to  terminate  this  Agreement by
notice to all other parties to this  Agreement  that any of the papers or orders
made an exhibit to this  Agreement (or an exhibit to an exhibit or a schedule to
this  Agreement) have not been agreed upon by such party, in his or its sole and
absolute  discretion.  Any notice of termination under this Section shall not be
enforceable unless RECEIVED by all non terminating  parties to this Agreement on
or before 11 AM PDT on December 1, 2000

                                   ARTICLE XII
                                  MISCELLANEOUS

      SECTION 12.1 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon,
and inure to the benefit of, the parties hereto and their respective  successors
and permitted assigns. Other than the right of a Consenting Noteholder to assign
its rights  hereunder in accordance  with the provisions of Article VII, a party
hereto  may not  assign  or  transfer  its  rights  or  obligations  under  this
Agreement.

      SECTION 12.2 SETTLEMENT; RELEASE.

            (A)  RELEASE.  On the  Liquidation  Date,  each of  Debtors,  Senior
      Management and the Consenting Noteholders and their successors and assigns
      shall release and forever  discharge each other and all of their officers,
      directors,  employees and agents, including all Debtors' Professionals and
      Informal  Committee  Professionals,  from any and all  actions,  causes of
      action, debts, dues, claims, demands, liabilities and obligations of every
      kind and nature, both in law and equity, known or unknown, whether matured
      or  unmatured,   absolute  or  contingent,  with  respect  of  conduct  or
      activities  occurring prior to, on, or subsequent to the execution of this
      Agreement  relating to the Notes except for the rights and  obligations of
      the parties under this Agreement, the Liquidating Trust or Nevada Purchase
      Note(s), whether or not subject to a pending dispute before the Bankruptcy
      Court; PROVIDED, HOWEVER, that such release shall not apply to (i) matters

<PAGE>

      contemplated  by the Plan(s) and (ii) any  liability of an attorney to its
      client not subject to a release under the Bankruptcy Code or a Plan(s).

            (B)  EXCULPATION.  Subject to Bankruptcy  Court approval,  each Plan
      shall provide that none of Senior Management,  Consenting Noteholders, the
      Indenture Trustee,  Informal Committee,  Official Noteholder  Committee or
      any of their respective  present or former members,  officers,  directors,
      employees, advisors, attorneys or agents shall have or incur any liability
      to any holder of a claim,  Debtors or any other  party-in-interest  in the
      Chapter 11 Cases, or any of their respective officers,  directors, 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,  pursuit of
      confirmation of a Plan, the consummation of a Plan,  Liquidating  Trust or
      363  Motion,  except for  willful  misconduct,  and in all  respects  such
      persons  shall be entitled to  reasonably  rely upon the advice of counsel
      with  respect to their  duties  and  obligations  under a Plan;  PROVIDED,
      HOWEVER, that such exculpation shall not apply to (i) matters contemplated
      by the  Plan(s)  and (ii) any  liability  of an attorney to its client not
      subject to exculpation under the Bankruptcy Code or a Plan(s).

            (C)  RESERVATION  OF RIGHTS.  Except as expressly  provided  herein,
      nothing in this  Agreement (i) is intended to in any manner waive,  limit,
      impair or restrict the ability of the  Consenting  Noteholders  to protect
      and preserve their respective  rights,  remedies and interests,  including
      without  limitation their respective claims against FGC and the Guarantors
      and their  respective  full  participation  in the Chapter 11 Cases,  (ii)
      shall  be  deemed  an  admission  of any  sort,  or (iii)  shall  effect a
      modification of any Consenting  Noteholder's  rights under any document or
      agreement  unless  and until the  Motions  are  approved,  and the Plan is
      confirmed and becomes effective.  If the transactions  contemplated hereby
      are not  consummated  or if this  Agreement is terminated  for any reason,
      each of the parties hereto fully reserve any and all of their rights.

      SECTION 12.3 NOTICES.  Any notice by any party to another party  hereunder
shall be deemed  sufficiently  given if in  writing  either  served by  personal
delivery  or sent by  overnight  courier  guaranteeing  next-day  delivery or by
telecopy,  addressed  (until further  written  notice of change of address),  as
follows:

if to Debtors, to:                  Fitzgeralds Gaming Corporation
                                    301 Fremont Street
                                    Las Vegas, NV  89101
                                    Attn:  Philip D. Griffith
                                    Telephone (702) 388-2242
                                    Fax: (702) 388-5562


<PAGE>

with a copy to:                     Gordon & Silver, Ltd.
                                    3960 Howard Hughes Parkway, 9th Floor
                                    Las Vegas, NV  89109
                                    Attn:  Gerald M. Gordon, Esq.
                                    Telephone:  (702) 796-5555
                                    Fax:  (702) 369-2666

if to Senior Management, to:        Michael E. McPherson
                                    Fitzgeralds Gaming Corporation
                                    301 Fremont Street
                                    Las Vegas, NV  89101
                                    Telephone:  (702) 388-2242
                                    Fax:  (702) 388-5562

if to Informal Committee and/or Consenting Noteholders:

      Putnam Investments, Inc.      MSDW Advisors
      One Post Office Square        Two World Trade Center
      Boston, Massachusetts  02109  New York, New York  10048
      Telecopier:  617-760-8639     Telecopier:  212-392-0094

            Attn:  Paul Quistberg         Attn:  Matthew Shulkin

      Contrarian Capital            Prudential Investments
      411 West Putnam Avenue        Two Gateway Center
      Greenwich, Connecticut  06830 Newark, New Jersey
      Telecopier:  203-629-1977     Telecopier:  973-367-8047

            Attn:  Jon Bauer              Attn:  Terence Wheat

COPY TO EACH OF:

      Ropes & Gray                  Houlihan Lokey Howard & Zukin Capital
      One International Place       685 Third Avenue
      Boston, Massachusetts  02110  New York, New York  10017
      Telephone:  617-951-7000      Telephone:  212-497-4100
      Telecopier:  617-951-7050     Telecopier:  212-661-3070

            Attn:  Don DeAmicis, Esq.     Attn:  William H. Hardie

      Notice given by personal delivery shall be effective upon delivery. Notice
transmitted  by  overnight  courier  guaranteeing  next-day  delivery  shall  be
effective on the next  Business Day following  timely  delivery to such courier.
Notice transmitted by telecopy shall be effective when receipt is acknowledged.


<PAGE>

      SECTION 12.4 AMENDMENTS.  This Agreement shall not be modified, amended or
otherwise changed without the written agreement of all of the parties hereto.

      SECTION 12.5 ENFORCEMENT.  The parties hereby agree to jurisdiction of the
Bankruptcy Court with respect to questions arising under this Agreement.

      SECTION  12.6  HEADINGS.  The table of  contents  and the  headings at the
beginning of the articles, sections and subsections of this Agreement are solely
for the convenience of the parties and are not a part of this Agreement.

      SECTION 12.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same document.

      SECTION 12.8 ENTIRE  AGREEMENT.  This  Agreement  (including  all Exhibits
hereto)  contains the entire  understanding  between the parties relating to its
subject   matter   and   supersedes   all  prior   agreements,   understandings,
representations and statements, oral or written.

      SECTION  12.9 TIME IS OF THE  ESSENCE.  Time is of the essence  under this
Agreement.

      SECTION 12.10 EXTENSION OF SENIOR  MANAGEMENT'S  EMPLOYMENT.  In the event
all of the Operating  Companies have not been sold by the Liquidation  Date, the
parties agree to use reasonable  efforts to negotiate a  continuation  of Senior
Management's  employment in order to resolve any remaining  issues and liquidate
any remaining assets.

      SECTION 12.11 EFFECT OF TERMINATION OF THIS  AGREEMENT.  If this Agreement
is terminated  pursuant to Sections 11.1,  11.2 or 11.3, it shall be deemed null
and void and of no further force and effect, provided all other remedies for any
violation of this Agreement prior to such termination shall be preserved.

      SECTION  12.12  JURISDICTION;  WAIVER OF JURY  TRIAL.  Each of the parties
hereby irrevocably consents to the jurisdiction of the Bankruptcy Court prior to
any  dismissal  of the  Chapter 11 Cases to hear any  dispute  arising out of or
related to this Agreement and the transactions  contemplated hereby,  whether in
the  nature  of an  adversary  proceeding  or a  contested  matter.  Each  party
irrevocably waives any defense of forum  nonconveniens in such action so long as
it is brought in the  Bankruptcy  Court,  also waives any argument that any such
action is a non-core  matter,  and hereby  consents  such may be tried to,  with
final  judgment  entered  by,  the  Bankruptcy  Court,  subject to any rights of
appeal.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

      IN WITNESS WHEREOF,  the parties have caused this Restructuring  Agreement
to be executed as of the date first above written.


                                    FITZGERALDS GAMING CORPORATION

                                    By:  /S/ PHILIP D. GRIFFITH
                                         -------------------------------
                                         Its: President


                                    FITZGERALDS, INC.

                                    By:  /S/ PHILIP D. GRIFFITH
                                         -------------------------------
                                         Its: President


                                    FITZGERALDS BLACK HAWK, INC.

                                    By:  /S/ PHILIP D. GRIFFITH
                                         -------------------------------
                                         Its: President


                                    FITZGERALDS BLACK HAWK II, INC.

                                    By:  /S/ PHILIP D. GRIFFITH
                                         -------------------------------
                                         Its: President


                                    FITZGERALDS LAS VEGAS, INC.

                                    By:  /S/ PHILIP D. GRIFFITH
                                         -------------------------------
                                         Its: President


                                    FITZGERALDS MISSISSIPPI, INC.

                                    By:  /S/ PHILIP D. GRIFFITH
                                         -------------------------------
                                         Its: President

<PAGE>

                                    FITZGERALDS RENO, INC.

                                    By:  /S/ PHILIP D. GRIFFITH
                                         -------------------------------
                                         Its: President


                                    FITZGERALDS SOUTH, INC.

                                    By:  /S/ PHILIP D. GRIFFITH
                                         -------------------------------
                                         Its: President



                                    101 MAIN STREET, Limited Liability Company

                                    By:  /S/ PHILIP D. GRIFFITH
                                         -------------------------------
                                         Its: President


                                    FITZGERALDS FREMONT EXPERIENCE CORPORATION

                                    By:  /S/ PHILIP D. GRIFFITH
                                         -------------------------------
                                         Its: President

<PAGE>

                              PUTNAM INVESTMENT MANAGEMENT, INC.

                                    On behalf of:

            Notes:  $3,170,000      PUTNAM FUNDS TRUST - PUTNAM HIGH YIELD
                                    TRUST II


            Notes:  $5,660,000      PUTNAM FUNDS TRUST - PUTNAM HIGH YIELD
                                    TRUST II


            Notes:  $16,855,000     PUTNAM HIGH YIELD ADVANTAGE FUND


            Notes:  $15,195,000     PUTNAM HIGH YIELD TRUST


            Notes:  $1,260,000      PUTNAM VARIABLE TRUST - PUTNAM VT
                                    DIVERSIFIED INCOME FUND


            Notes:  $790,000        PUTNAM MASTER INCOME TRUST


            Notes:  $4,630,000      PUTNAM VARIABLE TRUST-PUTNAM VT HIGH
                                    YIELD FUND


            Notes:  $2,020,000      PUTNAM PREMIER INCOME TRUST


            Notes:  $6,890,000      PUTNAM DIVERSIFIED INCOME TRUST


            Notes:  $1,460,000      PUTNAM MASTER INTERMEDIATE INCOME TRUST


            Notes:  $380,000        PUTNAM STRATEGIC INCOME FUND


            Notes:  $420,000        PUTNAM MANAGED HIGH YIELD TRUST


            Notes:  $190,000        PUTNAM HIGH INCOME CONVERTIBLE AND BOND FUND



<PAGE>

            Notes:  $160,000        PUTNAM CONVERTIBLE OPPORTUNITIES AND INCOME
                                    TRUST


            Notes:  $650,000        PUTNAM ASSET ALLOCATION FUNDS - GROWTH
                                    PORTFOLIO


            Notes:  $140,000        PUTNAM VARIABLE TRUST-PUTNAM VT GLOBAL ASSET
                                    ALLOCATION FUND


            Notes:  $180,000        PUTNAM ASSET ALLOCATION FUND - CONSERVATIVE
                                    PORTFOLIO


            Notes:  $300,000        TRAVELERS SERIES FUND INC. - PUTNAM
                                    DIVERSIFIED INCOME PORTFOLIO


            Notes:  $70,000         LINCOLN NATIONAL GLOBAL ASSET ALLOCATION
                                    FUND, INC.


                                    By:  /S/ JOHN VERANI
                                         -------------------------------
                                         Title: Senior Vice President


                                    THE PUTNAM ADVISORY COMPANY, INC.

                                    On behalf of:

            Notes:  $500,000        AMERITECH PENSION TRUST


            Notes:  $240,000        STRATEGIC GLOBAL FUND-HIGH YIELD FIXED
                                    INCOME(PUTNAM) FUND


            Notes:  $220,000        ABBOTT LABORATORIES ANNUITY RETIREMENT PLAN


            Notes:  $45,000         PUTNAM WORLD TRUST II-PUTNAM HIGH YIELD BOND
                                    FUND (DUBLIN)


            Notes:  $1,915,000      PUTNAM CBO I, LIMITED



<PAGE>

            Notes:  $3,000,000      PUTNAM CBO II, LIMITED


                                    By:  /S/ JOHN VERANI
                                         -------------------------------
                                         Title: Senior Vice President


                                    PUTNAM FIDUCIARY TRUST COMPANY

                                    On behalf of:

            Notes:  $1,090,000      PUTNAM HIGH YIELD MANAGED TRUST


            Notes:  $270,000        PUTNAM HIGH YIELD FIXED INCOME FUND, LLC


                                    By:  /S/ JOHN VERANI
                                         -------------------------------
                                         Title: Senior Vice President

<PAGE>

                                    MORGAN STANLEY DEAN WITTER HIGH YIELD
                                    SECURITIES, INC.


            Notes:  $20,500,000     By:  /S/ PETER AVELAR
                                         -------------------------------
                                         Title: Vice President


                                    MORGAN STANLEY DEAN WITTER HIGH INCOME
                                    ADVANTAGE TRUST


            Notes:  $3,000,000      By:  /S/ PETER AVELAR
                                         -------------------------------
                                         Title: Vice President


                                    MORGAN STANLEY DEAN WITTER HIGH INCOME
                                    ADVANTAGE TRUST II


            Notes:  $4,500,000      By:  /S/ PETER AVELAR
                                         -------------------------------
                                         Title: Vice President


                                    MORGAN STANLEY DEAN WITTER HIGH INCOME
                                    ADVANTAGE TRUST III


            Notes:  $1,500,000      By:  /S/ PETER AVELAR
                                         -------------------------------
                                         Title: Vice President


                                    MORGAN STANLEY DEAN WITTER VARIABLE
                                    INVESTMENT SERIES--HIGH YIELD PORTFOLIO


            Notes:  $9,915,000      By:  /S/ PETER AVELAR
                                         -------------------------------
                                         Title: Vice President

<PAGE>

                                    MORGAN STANLEY DEAN WITTER DIVERSIFIED
                                    INCOME TRUST


            Notes:  $8,900,000      By:  /S/ PETER AVELAR
                                         -------------------------------
                                         Title: Vice President


                                    MORGAN STANLEY DEAN WITTER SELECT DIMENSIONS
                                    INVESTMENT SERIES--THE DIVERSIFIED INCOME
                                    PORTFOLIO


            Notes:  $850,000        By:  /S/ PETER AVELAR
                                         -------------------------------
                                         Title: Vice President


                                    CONTRARIAN CAPITAL
                                    MANAGEMENT, L.L.C.


            Notes:  $28,554,000     By:  /S/ JOHN BAUER
                                         -------------------------------
                                         Title: Managing Member


                                    CONTRARIAN CAPITAL ADVISORS, L.L.C.


            Notes:  $5,296,000      By:  /S/ JOHN BAUER
                                         -------------------------------
                                         Title: Managing Member


                                    PRUDENTIAL HIGH YIELD FUND, INC. By
                                    Prudential Investment Corporation, as
                                    Investment Advisor


            Notes: $15,000,000      By:  /S/ GEORGE EDWARDS
                                         -------------------------------
                                         Title: Managing Director

<PAGE>

                                    THE PRUDENTIAL SERIES FUND, INC., HIGH YIELD
                                    BOND PORTFOLIO, By Prudential Investment
                                    Corporation, as Investment Advisor


            Notes: $2,375,000       By:  /S/ GEORGE EDWARDS
                                         -------------------------------
                                         Title: Managing Director

<PAGE>


                                    SENIOR MANAGEMENT



                                    /S/ PHILIP D. GRIFFITH
                                    ------------------------------------
                                    Philip D. Griffith



                                    /S/ MICHAEL E. MCPHERSON
                                    ------------------------------------
                                    Michael E. McPherson



                                    /S/ MAX L. PAGE
                                    ------------------------------------
                                    Max L. Page


                                    /S/ PAUL H. MANSKE
                                    ------------------------------------
                                    Paul H. Manske

<PAGE>

                                   EXHIBIT "1"
                                 PROTOCOL MOTION

<PAGE>

                                   EXHIBIT "2"
                      [FORM OF] ESCROW AGREEMENT FOR THE
             RETENTION AND SEVERANCE PAYMENT (SEE SECTION 7.2(b))

<PAGE>

                                   EXHIBIT "3"
                               COMPENSATION MOTION

<PAGE>

                                   EXHIBIT "4"
                      [FORM OF] LIQUIDATING TRUST AGREEMENT

<PAGE>

                                   EXHIBIT "5"
                         [FORM OF] TRANSFEREE AGREEMENT

<PAGE>

                                   EXHIBIT "6"
                             [FORM OF] LEGAL OPINION

<PAGE>

                                   EXHIBIT "7"
                                  SUBSIDIARIES

1.    Fitzgeralds Black Hawk, Inc.
2.    Fitzgeralds Black Hawk II, Inc.
3.    Fitzgeralds Las Vegas, Inc.
4.    Fitzgeralds Mississippi, Inc.
5.    Fitzgeralds Reno, Inc.
6.    Fitzgeralds South, Inc.
7.    101 Main Street, Limited Liability Company
8.    Fitzgeralds Incorporated
9.    Fitzgeralds Fremont Experience Corporation
10.   Fitzgeralds Arizona Management, Inc.
11.   Nevada Club
12.   Fitzgeralds Management Corporation
13.   Fitzgeralds Sugar Creek,  Inc., a revoked Missouri  corporation owned by
      Fitzgeralds Incorporated

<PAGE>

                                   EXHIBIT "8"
                  AGREEMENT REGARDING USE OF CASH COLLATERAL

<PAGE>

                                   EXHIBIT "9"
                   INTERIM FEE PROCEDURES MOTION AND ORDER

<PAGE>

                                  SCHEDULE 2.3
                                      LIENS

ENTITY         SECURED CREDITOR           DESCRIPTION OF COLLATERAL

1.  FGC        Foothill Capital           Pledge of FGC's interest in
               Corporation                FSI; pledge of FSI's interest in
                                          FMI and FLVI; pledge of FLVI's
                                          interest in FFEC; pledge of FI's
                                          interest in FBHI membership
                                          interest in 101Main; security
                                          interest in certain real and
                                          personal property assets; trademark
                                          security interest in certain
                                          trademarks; copyright security
                                          interest in certain copyrights;
                                          deed of trust in all real and
                                          personal property assets; and a
                                          First Preferred Ship Mortgage on
                                          the whole of the Fitzgeralds Tunica.

               Nevada State Bank          Letter of Credit ($164,000)

2.  FLVI       Foothill Capital           Pledge of FGC's interest in
               Corporation                FSI; pledge of FSI's interest in
                                          FMI and FLVI; pledge of FLVI's
                                          interest in FFEC; pledge of FI's
                                          interest in FBHI membership
                                          interest in 101Main; security
                                          interest in certain real and
                                          personal property assets; trademark
                                          security interest in certain
                                          trademarks; copyright security
                                          interest in certain copyrights;
                                          deed of trust in all real and
                                          personal property assets; and a
                                          First Preferred Ship Mortgage on
                                          the whole of the Fitzgeralds Tunica.

               Colonial Pacific Leasing   Purchase money security interest in
                                          computer equipment

               IBM Credit Corporation     Purchase money security interest in
                                          certain equipment

               CIT Group Equipment        Equipment Lease (Forklift)

               NFTC Capital Corporation   Equipment Lease

               Simplex                    Equipment lease for time recorder
                                          and software

3.  FMI        Foothill Capital           Pledge of FGC's interest in
               Corporation                FSI; pledge of FSI's interest in
                                          FMI and FLVI; pledge of FLVI's
                                          interest in FFEC; pledge of FI's
                                          interest in FBHI membership

<PAGE>

                                          interest in 101Main; security
                                          interest in certain real and
                                          personal property assets; trademark
                                          security interest in certain
                                          trademarks; copyright security
                                          interest in certain copyrights;
                                          deed of trust in all real and
                                          personal property assets; and a
                                          First Preferred Ship Mortgage on
                                          the whole of the Fitzgeralds Tunica.

               IBM Credit Corporation     Purchase money security interest in
                                          certain equipment

               Colonial Pacific Leasing   Purchase money security interest in
                                          computer equipment

               NTFC Capital Corp.         Equipment Lease

               Northwest Carpets          Lien on all carpets

4.  101Main    Foothill Capital           Pledge of FGC's interest in
               Corporation                FSI; pledge of FSI's interest in
                                          FMI and FLVI; pledge of FLVI's
                                          interest in FFEC; pledge of FI's
                                          interest in FBHI membership
                                          interest in 101Main; security
                                          interest in certain real and
                                          personal property assets; trademark
                                          security interest in certain
                                          trademarks; copyright security
                                          interest in certain copyrights;
                                          deed of trust in all real and
                                          personal property assets; and a
                                          First Preferred Ship Mortgage on
                                          the whole of the Fitzgeralds Tunica.

5.  FRI        Foothill Capital           Pledge of FGC's interest in
               Corporation                FSI; pledge of FSI's interest in
                                          FMI and FLVI; pledge of FLVI's
                                          interest in FFEC; pledge of FI's
                                          interest in FBHI membership
                                          interest in 101Main; security
                                          interest in certain real and
                                          personal property assets; trademark
                                          security interest in certain
                                          trademarks; copyright security
                                          interest in certain copyrights;
                                          deed of trust in all real and
                                          personal property assets; and a
                                          First Preferred Ship Mortgage on
                                          the whole of the Fitzgeralds Tunica.

               IBM Credit Corporation     Purchase money security interest in
                                          certain equipment

               Scout Development          Secured by real property (parking
                                          garage)

               Young Electric Sign Co.    Purchase money security interest in
                                          signage
<PAGE>

               Ecolab                     Leasing of Dishwashers

Any non-consensual  lien in favor of governmental unit entitled to priority as a
matter of  applicable  law,  including any  perpetual  lien for property  taxes,
assessments or other charges.

<PAGE>

                                  SCHEDULE 8.1
                                CLAIMS/INTERESTS

1.    Philip D. Griffith Employment Agreement dated June 28, 1999 w/all
      rights thereunder

2.    Indemnification Agreement dated July 14, 1995 between FGC and Philip D.
      Griffith

3.    Philip D. Griffith FGC Stock Ownership of Record (3,419,105); FGC Stock
      Options (100,000)

4.    Max Page Employment Agreement dated September 1, 1999 w/all rights
      thereunder

5.    Max Page FGC Stock Ownership of Record (123,565); FGC Stock Options
      (9,000)

6.    Michael E. McPherson Employment Agreement dated July 5, 1999 w/all
      rights thereunder

7.    Indemnification Agreement dated July 14, 1995 between FGC and Michael
      E. McPherson

8.    Michael E. McPherson FGC Stock Options (19,000)

9.    Paul H. Manske Employment Agreement dated September 1, 1999 w/all
      rights thereunder

10.   Paul H. Manske FGC Stock Ownership of Record (123,565); FGC Stock
      Options (19,000)

11.   Claims of Philip D. Griffith in respect of any actions respecting
      Missouri gaming licensing and gaming operation, including any claims of
      Philip D. Griffith against Fitzgeralds Sugar Creek, Inc., a revoked
      Missouri corporation in this regard

12.   Any possible claims that the Senior Management may have as officers and
      directors of the Debtors or non-Debtor affilliates under various state
      corporate laws for indemnification, contribution and subrogation

For each of the  Executives,  any  rights  pursuant  to any  insurance  policies
including Directors and Officers Liability Insurance.

Philip D. Griffith     /s/ PG    (initials)
Paul H. Manske         /s/ PM    (initials)
Max L. Page            /s/ MP    (initials)
Michael E. McPherson   /s/ MM    (initials)