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                                                                    EXHIBIT 10.5

                            REAL PROPERTY AGREEMENT

     THIS AGREEMENT is executed and made effective as of January 15, 2002, by
and between DOVER DOWNS ENTERTAINMENT, INC., a Delaware corporation ("DVD"),
DOVER DOWN GAMING & ENTERTAINMENT, INC., a Delaware corporation ("Gaming &
Entertainment"), DOVER DOWNS, INC. ("Slots") and DOVER DOWNS INTERNATIONAL
SPEEDWAY, INC. ("Speedway").

     WHEREAS, DVD, through its ownership of all of the issued and outstanding
common stock (the "Stock") of Slots, participates in the business of gaming
operations; and

     WHEREAS, the Board of Directors of DVD has determined that it would be
advisable and in the best interests of DVD and its shareholders for DVD to
contribute all of the Stock and any other related assets and liabilities
relating to gaming operations (the "Business") to Gaming & Entertainment in
exchange for Gaming & Entertainment common stock and Class A Common Stock and
thereafter to distribute all of the outstanding shares of Gaming & Entertainment
common stock and Class A Common Stock on a pro rata basis to the holders of
DVD's common stock and Class A Common Stock (the "Distribution") pursuant to an
Agreement Regarding Distribution and Plan of Reorganization, dated as of the
date hereof, between DVD and Gaming & Entertainment (the "Distribution
Agreement"); and

     WHEREAS, the parties intend that the transactions described herein will be
effective at the Effective Time (as defined in the Distribution Agreement); and

     WHEREAS, the parties hereto deem it to be appropriate and in the best
interests of the parties that they enter into certain agreements relative to the
real property at DVD's Dover, Delaware facility on the terms and conditions set
forth herein;

     NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

     1.  Real Property Transfers.

         At or prior to the Effective Time, or as soon thereafter as is
reasonably practical, the following real property transfers shall take place, in
each case without the payment of any monetary consideration (the "Real Property
Transfers"):

         (a) DVD shall cause the transfer to Slots of a 9.3 plus or minus acre
parcel of land with all improvements thereon owned by Dover Downs Properties,
Inc. ("Properties") and previously acquired by Properties from Lowe's Home
Centers (the "Lowe's Parcel");

         (b) DVD shall cause the subdivision (the "Subdivision") of the lot upon
which the casino, hotel and auto superspeedway facilities are located into two
lots: the first lot shall consist of a 77 plus or minus acre parcel of land with
all improvements thereon, including the casino, hotel, access roads, parking
facilities and the Lowe's Parcel ("Lot 1"); and the second lot shall consist of
a 142 plus or minus acre parcel of land with all improvements thereon, including
the auto superspeedway ("Lot 2"), with the boundary line between Lot 1 and Lot 2
to be as set forth in that certain plan dated October 25, 2001 by Becker Morgan
Group prepared in connection with a variance request relative to the waiver of
all building line restrictions between Lot 1 and Lot 2 (the "Becker Morgan
Plan"); and

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          (c) DVD shall, subsequent to the Subdivision, cause the transfer to
Speedway, of Lot 2 and all other parcels of land, with any improvements thereon,
owned by Slots or Properties within Kent County, in the State of Delaware, other
than Lot 1.

     2.   Liabilities Associated with Real Property Transfers.

          With respect to the Real Property Transfers:

          (a) All real property shall be conveyed in fee simple by special
warranty deed and the conveyances are made AS IS, WHERE IS, with no
representation or warranty and as further disclaimed in Section 2.01(f) to the
Distribution Agreement, except that the transferor shall discharge any
mortgages, mechanics liens or other liens dischargeable by the payment of money
prior to the transfer;

          (b) All liabilities associated with claims arising after the Effective
Time which relate to the condition of any real property at the time of transfer,
including the environmental condition thereof, shall be borne by the transferee
with indemnification afforded to the transferor by the transferee and the
ultimate corporate parent of the transferee which is a party hereto for all
Indemnifiable Loss as defined in and pursuant to the indemnification provisions
set forth in Articles IV and V to the Distribution Agreement; and

          (c) All liabilities associated with the use and occupancy of any real
property prior to the Effective Time, other than as set forth in Section 2(b)
above, shall constitute DVD Liabilities or Gaming & Entertainment Liabilities,
as the case may be, in accordance with the Distribution Agreement.

     3.   Expenses and Prorations Associated with Real Property Transfers.

          With respect to the Real Property Transfers:

          (a) The transferee shall pay for recording the deed and for all
searches, title insurance and other conveyancing and closing expenses;

          (b) The parties anticipate an exemption from transfer taxes but agree
that any transfer taxes or title company settlement charges will be divided
equally among transferor and transferee; and

          (c) Real estate taxes and utility charges previously paid or due and
owing shall not be prorated as of the Effective Time.

     4.   Future Uses of Property.

          (a) The deed or deeds required for the Real Property Transfers to
Speedway shall contain certain use restrictions prohibiting Speedway from using
the property for a casino, hotel, and certain other uses to be agreed upon, but
shall not in any way restrict the continued operation of the auto superspeedway.

          (b) Notwithstanding the approval of the variance request for a waiver
of all building line restrictions referred to in Section 1(b) above, DVD and
Gaming & Entertainment shall ensure that

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the owner of Lot 1 or the owner of Lot 2, as the case may be, shall not
construct any improvements, other than those depicted on the Becker Morgan Plan,
within fifty (50) feet of the boundary line between Lot 1 and Lot 2 without
obtaining the prior written approval of the other property owner, provided that
either party shall be entitled to construct any improvements within fifty (50)
feet of the boundary line which would not otherwise require regulatory approval
without the prior written approval of the other party.

     5.  Real Property Easements.

         At or prior to the Effective Time, or as soon thereafter as is
reasonably practical, the following real property easements shall be entered
into, in each case without the payment of any monetary consideration (the "Real
Property Easements"):

         (a) Speedway shall enter into one or more easement agreements with
Slots pursuant to which Speedway shall grant to Slots, at no charge to Slots,
certain use and occupancy rights relative to the horse track on Lot 2 for horse
racing purposes. The easement shall remain in effect as long as Slots shall
maintain a license to conduct horse racing at the horse track, but shall be
limited to exclusive use during the period beginning November 1 of each year and
ending April 30 of the following year, together with setup and tear down rights
for the two weeks before and after such period. During each exclusive use
period, Slots shall also be permitted use and occupancy of (1) the western
portion of the Winston Cup garage parking area located on the inside of the
Superspeedway and (2) certain outdoor viewing areas, including the winner's
circle. Slots shall be required to maintain the harness track in at least as
good a condition as exists at the Effective Time and shall be responsible for
maintaining the inside and outside fences, all exterior lighting, the toteboard,
the winner's circle, and the horse racing camera tower and judging stands; and

         (b) Slots shall enter into one or more easement or cross-easement
agreements relative to access, electric lines, phone lines, water lines, and
sewer discharge; and

         (c) Slots and Speedway shall enter into a cross-easement relative to
stormwater management for Lot 1 and Lot 2 substantially consistent with past
practices.

     6.  Real Property Leases.

         At or prior to the Effective Time, or as soon thereafter as is
reasonably practical, the following real estate agreements shall be entered into
(the "Real Property Leases"):

         (a) Slots shall enter into a long-term lease with Speedway under which
will be afforded to Speedway, at no charge to Speedway, certain use and
occupancy rights relative to: (1) the enclosed grandstand on Lot 1, such use to
be for the third floor seating area and dining room of the grandstand, with
access substantially consistent with past practices; and (2) certain parking
facilities on Lot 1, such use to include an area for Speedway to erect temporary
credential facilities and to be substantially consistent with past practices,
but subject to the parking and access needs of the casino, hotel and other
facilities of Slots on Lot 1 and modification due to future development plans of
Slots. The term of the lease shall be for the shorter of 99 years or as long as
Speedway continues to operate the auto superspeedway on Lot 2, but shall be
limited to exclusive use during two (2) extended motorsports event weekends each
calendar year, on dates as are chosen by Speedway during the period from May 1
to October 30, each such extended weekend not to exceed four (4) days of
motorsports and other

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entertainment events, together with setup and tear down rights for the two weeks
before and after such extended weekend;

         (b) Slots and Speedway shall enter into a short-term lease with respect
to certain office space to be used by Speedway employees.

     7.  Liabilities Associated Real Property Easements and Real Property
Leases.

         With respect to the Real Property Easements and Real Property Leases::

         (a) Gaming & Entertainment shall indemnify, defend and hold harmless
DVD and its affiliates and their respective directors, officers, employees and
agents (the "DVD Indemnitees") from and against any and all damage, loss,
liability and expense (including, without limitation, reasonable expenses of
investigation and reasonable attorneys' fees and expenses in connection with any
and all actions or threatened actions) ("Indemnifiable Losses") incurred or
suffered by any of the DVD Indemnitees arising from, related to or associated
with (i) the condition of, the furnishing of, or the failure to furnish any real
property or other rights to Gaming & Entertainment or its subsidiaries as
provided for in such agreements, other than liabilities arising out of the
willful misconduct or gross negligence of the DVD Indemnitees and (ii) the gross
negligence or willful misconduct of the Gaming & Entertainment Indemnitees (as
defined below) relative to the furnishing of, or the failure to furnish any real
property or other rights to DVD or its subsidiaries as provided for in such
agreements; and

         (b) DVD shall indemnify, defend and hold harmless Gaming &
Entertainment and its affiliates and their respective directors, officers,
employees and agents (the "Gaming & Entertainment Indemnitees") from and against
any and all Indemnifiable Losses incurred or suffered by any of the Gaming &
Entertainment Indemnitees arising from, related to or associated with (i) the
condition of, the furnishing of, or the failure to furnish any real property or
other rights to DVD or its subsidiaries as provided for in such agreements,
other than liabilities arising out of the willful misconduct or gross negligence
of the Gaming & Entertainment Indemnitees, and (ii) the gross negligence or
willful misconduct of the DVD Indemnities relative to the furnishing of, or the
failure to furnish any real property or other rights to Gaming & entertainment
or its subsidiaries as provided for in such agreements.

     8.  Limitation of Liability.

         In no event shall either DVD, Gaming & Entertainment or any of their
respective subsidiaries have any liability, whether based on contract, tort
(including, without limitation, negligence), warranty or any other legal or
equitable grounds, for any punitive, consequential, special, indirect or
incidental loss or damage suffered by the other arising from or related to this
Agreement, the Real Property Transfers, the Real Property Easements, or the Real
Property Leases including without limitation, loss of data, profits, interest or
revenue, or interruption of business, even if the other party is advised of the
possibility of such losses or damages.

     9.  Insurance.

         As long as any Real Property Easement or Real Property Lease is in
effect, each party hereunder shall obtain and maintain the following insurance:

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         (a) Statutory workers compensation including employers liability
insurance with a limit of liability of not less than Five Hundred Thousand
Dollars ($500,000) and a waiver of subrogation to the other party, its
affiliates, and their respective directors, agents, employees and officers.

         (b) Commercial general liability and umbrella/excess liability
insurance covering claims for injuries to members of the public or damage to
property of others arising out of any negligent act or omission of such party or
any of its employees or agents. The policy shall be an occurrence form and at
least as broad as a standard ISO form with the following minimum limits:

             $100,000,000  Each Occurrence
             $100,000,000  Products and Completed Operations/Aggregate
             $100,000,000  Personal and Advertising Injury
             $100,000,000  General Aggregate

        The policy shall include the following endorsements:

                       Severability of Interest
                       Primary, not Contributing Coverage
                       Blanket Contractual
                       Broad form Proprty Damage
                       Liquor Liability

        (c)  Commercial automobile liability insurance covering claims for
injuries to members of the public and/or damages to property of others arising
from the use of motor vehicles, with a minimum $1,000,000 combined single limit
for bodily injury and property damage liability together with not less than
$50,000,000 in umbrella/excess coverage. Coverage must be at least as broad as a
standard ISO form. Coverage must apply to any auto, including hired and non-
owned autos.

        (d)  The insurance required by clauses (b) and (c) above shall be
endorsed to name the other party, its affiliates, and their respective
directors, agents, employees and officers as an additional insured.

        (e)  All risk property insurance, including business interruption
insurance, covering such party's property, including a waiver of subrogation
against the other party, its affiliates, and their respective directors, agents,
employees and officers.

        (f)  All insurance shall be in a form and with insurers reasonably
acceptable to counsel for the other party.  Each party shall be required to give
the other party at least thirty (30) days written notice of any modification,
cancellation or exhaustion of limits.

        (g)  Each party may require that the limits set forth in this Section be
increased if the amount being maintained is reasonably deemed inadequate by the
requesting party or may require that additional coverages be obtained if
reasonably deemed necessary by the requesting party, provided that (1) no such
request may be made until the five (5) year anniversary of the Effective Time,
(2) no subsequent request shall be made within five (5) years of a prior
request, (3) the insurance must be available at commercially reasonable rates,
and (4) disputes under this Section shall be handled in accordance with Section
10 hereto.

        (h)  Notwithstanding the minimum limits set forth above, should a party
carry higher limits, it shall afford the benefits of coverage required under
this Section in all of its policies to the other party, its affiliates, and
their respective directors, agents, employees and officers.

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     10.  Dispute Resolution.

          Any disputes arising under this Agreement shall be resolved in
accordance with Section 13.10 (Disputes) of the Distribution Agreement.

     11.  General.

          (a)  Force Majeure. Any delays in or failure of performance by DVD or
Gaming & Entertainment under this Agreement or any Real Property Easements or
Real Property Leases (the "Ancillary Agreements") shall not constitute a default
hereunder or thereunder if and to the extent such delay or failure of
performance is caused by occurrences beyond the reasonable control of DVD or
Gaming & Entertainment, as the case may be, including, but not limited to: acts
of God or the public enemy; compliance with any order or request of any
governmental authority; acts of war; riots or strikes or other concerted acts of
personnel; or any other causes beyond the reasonable control of DVD or Gaming &
Entertainment, whether or not of the same class or kind as those specifically
named above.

          (b)  Confidentiality. Each party shall hold and cause its directors,
officers, employees, agents, consultants and advisors to hold, in strict
confidence, unless compelled to disclose by judicial or administrative process
or, in the opinion of its counsel, by other requirements of law, all information
concerning the other party (except to the extent that such information can be
shown to have been (a) in the public domain through no fault of such disclosing
party or (b) lawfully acquired after the Effective Time on a non-confidential
basis from other sources by the disclosing party), and neither party shall
release or disclose such information to any other person, except its auditors,
attorneys, financial advisors, bankers and other consultants and advisors who
shall be advised of the provisions of this Section and be bound by them.

          (c)  Expenses. Except as specifically provided in this Agreement or in
the Distribution Agreement, all costs and expenses incurred prior to the
Effective Time in connection with the preparation, execution, delivery and
implementation of this Agreement and with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all fees for
counsel, accountants and financial and other advisors) shall be paid by DVD and
all such costs incurred thereafter shall be paid by the party incurring such
costs.

          (d)  Notices. All notices and communications under this Agreement
shall be deemed to have been given (a) when received, if such notice or
communication is delivered by facsimile, hand delivery or overnight courier,
and, (b) three (3) business days after mailing if such notice or communication
is sent by United States registered or certified mail, return receipt requested,
first class postage prepaid. All notices and communications, to be effective,
must be properly addressed to the party to whom the same is directed at its
address as set forth in the Distribution Agreement. Either party may, by written
notice delivered to the other party in accordance with this Section, change the
address to which delivery of any notice shall thereafter be made.

          (e)  Amendment and Waiver. This Agreement may not be altered or
amended, nor may any rights hereunder be waived, except by an instrument in
writing executed by the party or parties to be charged with such amendment or
waiver. No waiver of any terms, provision or condition of or failure to exercise
or delay in exercising any rights or remedies under this Agreement, in any one
or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, provision, condition, right or remedy or as
a waiver of any other term, provision or condition of this Agreement.

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          (f)  Entire Agreement. This Agreement together with the Ancillary
Agreements shall constitute the entire understanding of the parties hereto with
respect to the subject matter hereof, superseding all negotiations, prior
discussions and prior agreements and understandings relating to such subject
matter. To the extent that the provisions of this Agreement are inconsistent
with the provisions of the Distribution Agreement or any Ancillary Agreement,
the provisions of the more specific agreement shall prevail in the following
order:  Distribution Agreement, this Agreement, Ancillary Agreement.

          (g)  Parties in Interest. Neither of the parties hereto may assign its
rights or delegate any of its duties under this Agreement without the prior
written consent of the other party. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.  Should a party which owns any real property
governed by this Agreement sell or otherwise transfer the real property to a
third party, it shall be obligated to require that such party agree to be bound
by the provisions of this Agreement.  Nothing contained in this Agreement or any
Ancillary Agreement, express or implied, is intended to confer any benefits,
rights or remedies upon any person or entity other than the DVD Indemnitees and
Gaming & Entertainment Indemnitees.

          (h)  Further Assurances and Consents. In addition to the actions
specifically provided for elsewhere in this Agreement, each of the parties
hereto will use its reasonable efforts to (a) execute and deliver such further
instruments and documents and take such other actions as any other party may
reasonably request in order to effectuate the purposes of this Agreement and to
carry out the terms hereof and (b) take, or cause to be taken, all actions, and
do, or cause to be done, all things, reasonably necessary, proper or advisable
under applicable laws, regulations and agreements or otherwise to consummate and
make effective the transactions contemplated by this Agreement, including,
without limitation, using its reasonable efforts to obtain any consents and
approvals, make any filings and applications and remove any liens, claims,
equity or other encumbrances on any asset of the other party necessary or
desirable in order to consummate the transactions  contemplated by this
Agreement; provided that no party hereto shall be obligated to pay any
consideration therefor (except for filing fees and other similar charges) to any
third party from whom such consents, approvals and amendments are requested or
to take any action or omit to take any action if the taking of or the omission
to take such action would be unreasonably burdensome to the party or its
business.

          (i)  Severability. The provisions of this Agreement are severable and
should any provision hereof be void, voidable or unenforceable under any
applicable law, such provision shall not affect or invalidate any other
provision of this Agreement, which shall continue to govern the relative rights
and duties of the parties as though such void, voidable or unenforceable
provision were not a part hereof.

          (j)  Survival. The indemnification and insurance provisions of this
Agreement shall survive until five (5) years after the expiration of all
Ancillary Agreements.

          (k)  Governing Law. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of Delaware, without regard to the
conflicts of law rules of such state.

          (l)  Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original instrument, but all of
which together shall constitute but one and the same Agreement.

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

                                  Dover Downs Entertainment, Inc.

                                  By:    /s/ Denis McGlynn
                                         --------------------------------
                                  Name:  Denis McGlynn
                                  Its:   President


                                  Dover Downs Gaming & Entertainment, Inc.

                                  By:    /s/ Denis McGlynn
                                         --------------------------------
                                  Name:  Denis McGlynn
                                  Its:   President


                                  Dover Downs, Inc.

                                  By:    /s/ Denis McGlynn
                                         --------------------------------
                                  Name:  Denis McGlynn
                                  Its:   President


                                  Dover Downs International Speedway, Inc.

                                  By:    /s/ Denis McGlynn
                                         --------------------------------
                                  Name:  Denis McGlynn
                                  Its:   President

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