Exhibit
      10.33


STATE
      OF
      MISSISSIPPI


COUNTY
      OF
      HARRISON


FIRST
      JUDICIAL DISTRICT




**GROUND
      LEASE**




This
      GROUND LEASE (the " Lease ")
      is
      made and entered into effective the 5th day of May, 2006 by and between **FAMILY
      LANDS L.P.** ,
      a
      Mississippi limited partnership (the " Landlord "),
      with
      an address of 3702 Hardy St., Hattiesburg, MS 39402; and **IOC
      MISSISSIPPI, INC.** ,
      a
      Mississippi corporation (the " Tenant ")
      with
      an address of 1641 Popps Ferry Road #B-1, Biloxi, MS 39532.




**Background**




A.  Landlord
      is the fee simple owner of the surface of certain land more particularly
      described on Exhibit
      F attached
      hereto and located in the First Judicial District of Harrison County,
      Mississippi (“ Landlord’s
      Entire Property ”).




B.  Tenant
      wishes to lease from Landlord, and Landlord wishes to lease to Tenant, the
      portion of the Landlord’s Entire Property described on Exhibit
      A attached
      hereto in order for the Tenant to seek a gaming license to develop and operate
      a
      gaming resort and entertainment facility (“ Isle
      Project ”)
      pursuant to the terms and conditions hereof.




**Terms**




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, and for other good and valuable consideration,
      and
      intending to be legally bound hereby, the parties hereto agree as
      follows:




1.  Premises
      and Improvements .




Landlord
      hereby leases, demises, and lets to Tenant, and Tenant hereby leases, takes
      and
      hires from Landlord, on the terms, covenants, provisions, and agreements and
      for
      the uses hereinafter provided, the following (collectively, the “ Premises ”):




1.1.  Land .
      That
      certain tract or parcel of land lying and being in the First Judicial District
      of Harrison County, State of Mississippi, and described on Exhibit
      A attached
      hereto and incorporated herein for all purposes, together with the littoral
      or
      riparian rights thereto and other appurtenances, if any, thereunto belonging
      (the “ Land ”),
      less
      and except any and all right, title and interest in and to the oil, gas and/or
      other minerals thereon or thereunder; and




1.2.  Access
      Easement .
      A
      non-exclusive easement not less than sixty (60) feet wide for utilities and
      for
      ingress and egress to and from that portion of the Land located in the SE1/4
      of
      the NW1/4 of Section 6, Township 8 South, Range 13 West, Harrison
      County, Mississippi, to a point on the Kiln-Delisle Road public right-of-way
      not
      more than 1,500 feet from the I-10 eastbound exit ramp (the “ Access
      Easement ”).
      The
      Landlord further agrees to




1
 
  cooperate
        with Tenant to provide to Tenant an easement on real property (not to exceed
        one
        (1) acre) owned by Landlord and adjacent to the Access Easement for the purpose
        of locating and constructing a water tower (the “ Water
        Tower Easement ”).
        The
        location and boundaries of the Water Tower Easement and the Access Easement
        shall be permanently determined by Landlord and Tenant, surveyed, and placed
        of
        record prior to the expiration of the Initial Development and Permitting
        Period.




1.3.  Improvements .
      Any and
      all improvements, if any, presently on the Land; and




1.4.  Appurtenances .
      All and
      singular, the appurtenances, rights, interest, easements, and privileges, on,
      in, and/or to the Land, including without limitation, all riparian and/or
      littoral rights thereto.




2.  Term,
      Conditions, Uses and Duration .




2.1.  Term .
      The
      initial term of this Lease shall be five (5) years (the “ Initial
      Term ”)
      and
      shall commence as of the expiration of the Development and Permitting Period
      (as
      defined herein). Tenant shall have the option to renew the Lease for up to
      eighteen (18) successive five-year terms and one successive final four-year
      term, under the terms and conditions provided herein (each a “ Renewal
      Term ”).
      Unless the Tenant shall notify the Landlord in writing that the Tenant does
      not
      desire to exercise its renewal option for a successive Renewal Term prior to
      one
      hundred eighty (180) days before the termination of the Initial Term or any
      Renewal Term then in effect, this Lease shall automatically be renewed for
      the
      next Renewal Term. Tenant’s rights to extend this Lease shall expire
      automatically upon the termination of this Lease.




2.2.  Conditions
      to Lease and Title .
      Tenant
      shall satisfy or waive the following conditions in order for the Initial Term
      to
      commence: Tenant shall have obtained, within six (6) months following
      execution of this Lease, at its expense, all permits and approvals from any
      governmental or quasi-governmental entities which are required or necessary
      for
      the intended use and development of the Isle Project, including, without
      limitation, those permits and approvals set forth on Exhibit D attached
      hereto, and shall pursue such approvals and permits with diligence while keeping
      Landlord informed as to its progress (the “ Initial
      Development and Permitting Period ”).
      Notwithstanding the foregoing, if Tenant has been unable to obtain all permits
      and approvals on the Isle Project within the Initial Development and Permitting
      Period, and has been pursuing such permits and approvals, and if Tenant in
      its
      sole business judgment still considers the Isle Project to be feasible, then
      the
      period for satisfying or waiving the provisions herein may be extended, upon
      ten
      (10) days’ prior written notice to the Landlord, for up to four (4) additional
      periods of three (3) months each (each such period an “ Extended
      Development and Permitting Period ”),
      provided that the Tenant shall pay $250,000 to Landlord for each extension
      with
      the notice of extension required hereunder (the Initial Development and
      Permitting Period, together with each Extended Development and Permitting
      Period, if any, are collectively referred to as the “ Development
      and Permitting Period ”).
      Tenant represents that prior to the execution hereof, Tenant, at Tenant’s
      expense, has ordered from a title company licensed to do business in the State
      of Mississippi, a commitment for an ALTA owner’s title policy on the Land (the
“ Commitment ”).
      Tenant shall have ten (10) days after execution hereof




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  to
        notify
        Landlord in writing as to specific matters to which Tenant objects. Within
        five
        (5) days of receipt of Tenant’s title objection notice, Landlord shall notify
        Tenant in writing as to any title objections that Landlord is unable or
        unwilling to cure or satisfy, or cause to be insured over by affirmative
        title
        insurance coverage. Failure of Landlord to provide such notice shall be deemed
        notice by Landlord that it is unable or unwilling to cure such title objection.
        Unless written notice of Tenant’s failure to obtain any necessary permit or
        approval or Tenant’s refusal to waive any title objections that Landlord is
        unable or unwilling to cure, and Tenant’s election to terminate this Lease, is
        given by Tenant to the Landlord prior to the expiration of the Development
        and
        Permitting Period, the Initial Term will automatically commence upon the
        date of
        such expiration (the “ Commencement
        Date ”).
        This
        Lease shall terminate upon Tenant giving timely notice in accordance with
        the
        immediately preceding sentence; and except as otherwise provided herein,
        neither
        party shall have any further rights or obligations hereunder. From the date
        hereof through the Commencement Date, Landlord shall use reasonable efforts
        to
        make its surveyor, Nicholas M. Connolly of Shows, Dearman & Waits,
        Inc., available to Tenant in connection with Tenant’s review of title
        matters.




2.3.  Uses .
      Tenant
      shall use the Premises for the purpose of conducting and offering casino gaming.
      Tenant may also use the Premises for entertainment, hotel (including a
      condominium hotel), other lodging, dining, retail, parking and recreational
      facilities, and other purposes related to casino gaming. Tenant agrees that
      the
      Premises shall not be used for any unlawful purposes or for any purpose which
      is
      extra hazardous or constitutes a public or private nuisance. Tenant shall not
      construct, or permit to be constructed, on the Premises any retail facility,
      restaurant, hotel, or other commercial development that is not contained within
      or physically connected to, either by landscaping, sidewalk, walkway, or similar
      means providing for a common integrated development scheme, the primary casino
      facility on the Premises. Tenant will not assign or sell any portion of the
      Premises for purposes inconsistent with the uses permitted under this Section
      2.3.




2.4.  Inspection. Tenant
      and its representatives or agents shall have the right to inspect the Premises
      at all reasonable times without the consent of the Landlord during the
      Development and Permitting Period, including the right to enter the Premises
      at
      any reasonable time to make tests, borings, surveys, studies, inspections,
      investigations and interviews of persons familiar with the Premises. Tenant
      shall keep the Premises free of any liens and repair any material physical
      damage to the Premises.




3.  Short
      Form or Memorandum of Lease Suitable for Recording .




3.1.  The
      parties hereto have contemporaneously herewith executed and delivered the short
      form or memorandum of lease and restrictions, in the form attached as Exhibit B hereto,
      duly acknowledged and in recordable form. The short form or memorandum of lease
      may be recorded by either Landlord or Tenant. All the costs and expenses of
      recording said short form or memorandum of lease shall be paid by the Tenant.
      The short form or memorandum of lease shall be amended to incorporate the legal
      descriptions for the Access Easement and Water Tower Easement when finally
      determined pursuant to Section 1.2 hereof.




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4.  Rent .




4.1.  Initial
      Rent .




4.1.1.  Amount
      and Payment Terms .
      Commencing on the Commencement Date and continuing each year during the term
      hereof, if the Lease has not been previously terminated, Tenant shall be
      obligated to pay to Landlord annual initial rent (“ Initial
      Rent ”)
      of
      Five Hundred Thousand and No/100 Dollars ($500,000.00), commencing on the
      Commencement Date and ending on the first day of
      the calendar month immediately following the earliest of: (i) completion of
      construction of the Isle Project; (ii) the date on which any portion of the
      Isle Project opens to the public; (iii) twenty-four (24) months following
      the Commencement Date; or (iv) December 31, 2008 (the “ Base
      Rent Commencement Date ”).
      The
      Initial Rent shall be payable in monthly installments of Forty-One Thousand
      Six
      Hundred Sixty-Six and 66/100 Dollars ($41,666.66) each, shall be due and payable
      on the first day of the month immediately following the Commencement Date,
      and
      shall continue on the first day of each month thereafter until the Base Rent
      Commencement Date. From the Commencement Date to the first day of the
      immediately following month, the monthly Initial Rent shall be prorated by
      multiplying $41,666.66 by a fraction of the number of calendar days remaining
      in
      such month and the denominator of which shall be the total number of calendar
      days of such month.




4.2.  Base
      Rent, Amount and Payment Terms .
      Beginning on the Base Rent Commencement Date, Tenant shall pay Landlord an
      annual rent in the amount of Two Million Five Hundred Thousand and No/100
      Dollars ($2,500,000.00) (as adjusted from time to time hereunder, the
“ Base
      Rent ”).
      All
      Base Rent shall be paid in advance on the first day of each calendar month
      in
      equal monthly installments of Two Hundred Eight Thousand Three Hundred
      Thirty-Three and 33/100 Dollars ($208,333.33) each (subject to adjustment
      pursuant to Section 4.4 hereof).




4.3.  Manner
      of Payment .
      Tenant
      covenants to pay to Landlord the rent and all other sums and payments to be
      made
      by Tenant as provided under this Lease which may become due from or payable
      by
      Tenant, at the time and in the manner in the Lease, all of which rents, sums
      and
      payments are to be paid in legal tender of the United States of America, which
      shall be legal tender in payment of all debts and dues, public or private,
      at
      the time of payment, or by good check without any deduction, diminution,
      abatement, or rebate of whatsoever kind, nature, and description, except as
      otherwise specifically provided in this Lease; and payment shall be considered
      paid when received by Landlord, in U. S. mail, postage pre-paid, and addressed
      to the Landlord at the notice address provided herein,




4.4.  Consumer
      Price Index Adjustment .




4.4.1.  Adjustment
      Procedure .
      The
      Base Rent shall be adjusted every five (5) years from and after the Base Rent
      Commencement Date in proportion to the increase, if any, in the Consumer Price
      Index as determined and published by the Bureau of Labor Statistics of the
      United States Department of Labor, U.S. City Average, All Items and Major Group
      Figures For All Urban Consumers (CPI-U) (1982-84 = 100) (the “ Price
      Index ”)
      over
      the Price Index that was published on the Base Rate Commencement Date (the
      “ Base
      Price Index ”).
      On
      the Base Rate Commencement Date, Landlord and Tenant shall complete and execute
      the




4
 
  Certificate
        which is attached hereto as Exhibit
        C in order
        to memorialize the Base Rate Commencement Date and the dates (the “ Adjustment
        Dates ”)
        on
        which the Base Rent shall be adjusted to reflect any increases in the Price
        Index. Until the Price Index is published for the month immediately preceding
        the applicable Adjustment Date, Tenant shall continue to pay the Base Rent
        provided for in Section 4.2 of this Lease, as adjusted on the most recent
        previous Adjustment Date, if any. Upon publication of the Price Index for
        the
        month immediately preceding the applicable Adjustment Date the Landlord shall
        compute the adjusted Base Rent applicable until the next succeeding Adjustment
        Date, and shall furnish the Tenant with the Landlord’s computation of the
        adjusted Base Rent. The adjusted Base Rent for the period following the
        applicable Adjustment Date shall be the greater of the Base Rent provided
        for in
        Section 4.2 of this Lease, as adjusted through the most recent previous
        Adjustment Date, if any, or the product arrived at by multiplying (i)
        $2,500,000.00 by (ii) a fraction, the numerator of which shall be the Price
        Index published for the month immediately preceding the Adjustment Date and
        the
        denominator of which shall be the Base Price Index. The adjustment in Base
        Rent
        calculated on each Adjustment Date shall not exceed ten (10) percent of the
        Base
        Rent payable immediately prior to such Adjustment Date. Such adjusted Base
        Rent
        shall be divided and paid in 12 equal monthly installments during each lease
        year, commencing on the first day of the first month immediately after Landlord
        furnishes Tenant with such computation. When the adjusted Base Rent is
        determined, Tenant, on the first day of the first month after Landlord furnished
        Tenant with such computation, shall pay Landlord the difference between the
        adjusted Base Rent as determined by such computation, and the Base Rent,
        as
        adjusted down through the most recent previous adjustment date, if any, for
        each
        month between the applicable Adjustment Date, and the first day of the first
        month after Landlord furnished Tenant with such computation.




4.4.2.  Unavailability
      of Price Index .
      If the
      Price Index is no longer based on the years 1982-84 and a conversion factor
      is
      made available, then the Price Index will be calculated by using such conversion
      factor. If the Price Index is not published for any month which is to be used
      in
      calculating the Base Rent under this Section, the Price Index which is published
      for the most recent month within the six month period prior to the month
      specified in this Section shall be used for calculating the Base Rent. If
      publication of the Price Index is discontinued, the most comparable statistics
      on the cost of living for the Mississippi Gulf Coast metropolitan area, as
      such
      statistics are computed and published by a federal agency or by a recognized
      financial periodical shall be used in making adjustments contemplated in this
      Section 4.4. If comparable statistics are used in place of the Price Index,
      the
      method of computation shall include all revisions required to carry out the
      intent of this Section. .




*4.4.3.*  Effect
      of Delay .
      Landlord’s delay or failure in computing or billing for the Adjusted Base Rent
      shall not impair the continuing obligation of Tenant to pay such Base Rent
      as
      determined in accordance with this Section *.*




4.5.  Percentage
      and Additional Rent .




4.5.1.  Amount
      and Payment Terms .
      After
      the commencement of gaming operations of the Isle Project, Tenant shall pay
      Landlord an annual percentage rent (the “ Percentage
      Rent ”)
      in an
      amount equal to five percent (5%) of the Gross Gaming Revenues from gaming
      operations on the Isle Project as calculated for the purpose of license fees
      under the Mississippi Gaming Control Act (the “ GGR ”),
      as
      now or hereafter amended, and the regulation




5
 
  as
        promulgated now or hereafter under such law, but only to the extent that
        such
        amount exceeds the annual Base Rent then payable. Any Percentage Rent required
        to be paid shall be paid to Landlord on or before the 20 th day of
        each month following the months during which revenues are collected and shall
        be
        accompanied by a copy of the monthly revenue reports which must be submitted
        to
        the Mississippi Gaming Commission. Tenant shall also provide Landlord with
        copies of any financial statements, reports, or audits required of Tenant
        by the
        Mississippi Gaming Commission pursuant to the Mississippi Gaming Control
        Act, as
        now or hereafter amended, within ten (10) days after the same are submitted
        to
        the Commission.




4.5.2.  Books,
      Records, and Audits .
      The
      Tenant shall maintain books and records according to generally accepted
      accounting principles, consistently applied, with respect to all business
      transacted in, on, or from the Premises, which shall contain sufficient
      information to permit a calculation of the Percentage Rent provided for in
      this
      Lease. Landlord may examine all books and records of Tenant that in any way
      pertain to business transacted in, on, or from the Premises, regardless of
      the
      location of such books and records. Such examination shall be made at reasonable
      times and places. Tenant shall promptly provide Landlord with a copy of all
      audits prepared by Tenant or its independent certified public accountant with
      respect to the Premises. The Landlord may also audit the Tenant’s records but
      only for the purpose of ascertaining the amount of Percentage Rent due under
      the
      terms hereof. If the Landlord wishes to audit the Tenant’s records, it shall
      notify the Tenant in writing of its election so to do. Any audit or examination
      by Landlord shall be at Landlord’s expense, unless the audit discloses a
      discrepancy of more than one percent (1%) in the net profits realized from
      operations or activities unrelated to gaming, or a discrepancy of more than
      one
      percent (1%) in the amount of GGR as calculated for the purpose of reporting
      to
      the Mississippi Gaming Commission. In the event of any such discrepancy of
      more
      than one percent (1%), each such audit or examination shall be at Tenant’s
      expense. Landlord shall keep in confidence all information furnished to it
      and
      any information which it might gain or gather from the examination or audit
      of
      the Tenant’s books.




4.5.3.  Additional
      Rent .
      Provided this Lease has not been previously terminated pursuant to Section
      2.2
      hereof on the date that any of the following amounts become due, Tenant shall
      also pay Landlord the following amounts (collectively, the “ Additional
      Rent ”):
      (i) Two Hundred Fifty Thousand and No/100 Dollars ($250,000) upon execution
      of the Lease; (ii) Two Hundred Fifty Thousand and No/100 Dollars ($250,000)
      payable six months after execution of the Lease; (iii) Two Hundred Fifty
      Thousand and No/100 Dollars ($250,000) payable twelve months following execution
      of the Lease; and (iv) all amounts described in Section 2.2 hereof in
      connection with the Extended Development and Permitting Periods.




4.6.  Late
      Payments .
      All
      amounts which Tenant is required to pay pursuant to this Lease, including but
      not limited to the Initial Rent, the Base Rent, the Percentage Rent, Additional
      Rent, payment required by Section 22.3 (c) hereof, together with every fine,
      penalty, interest and cost which may be added for non-payment or late payment
      thereof, shall constitute rent or any other sum due hereunder when the same
      shall become due. Landlord shall have all rights, powers and remedies with
      respect thereto as are provided herein or by law in the case of non-payment
      of
      any Base Rent and shall, except as expressly provided herein, have the right
      to
      pay the same on behalf of Tenant. Tenant shall pay to Landlord interest at
      the
      rate of one percent over the consensus prime rate as published from time to
      time
      in *The
      Wall Street*




6
 
  *Journal* ,
        but not
        to exceed the maximum amount permitted by law, on all overdue rent from the
        due
        date thereof until paid, in each case paid by Landlord on behalf of Tenant,
        from
        the date of payment by Landlord until repaid by Tenant. Tenant shall perform
        all
        its obligations under this Lease at its sole cost and expense, and shall
        pay all
        Initial Rent, Base Rent, Percentage Rent, Additional Rent and any other sum
        due
        hereunder when due and payable, without notice or demand.




5.  Taxes,
      Assessments and Utilities .
      Tenant
      shall pay before they become due, and before any fine, penalty, interest or
      costs may be added thereto:




(a)
            All
                taxes, license fees, assessments, levies, water and sewer rents and
                charges, and all other governmental charges, general and special,
                ordinary
                and extraordinary, foreseen and unforeseen, whether or not now customary
                or within the contemplation of Landlord and Tenant, which are at
                any time
                during the duration of this Lease, imposed or levied upon, reasonably
                attributable to, or assessed against (a) the Premises, (b) any Initial
                Rent, Base Rent, Percentage Rent, Additional Rent or other sums payable
                hereunder, (c) this Lease or the leasehold estate hereby created
                (d) the
                operation, possession or use of the Premises, (e) the cost or value
                of any
                equipment, furniture, fixtures and other personal property located
                in or
                upon the Premises, or the cost or value of any leasehold improvements
                made
                in or to the Premises by or for Tenant whether such improvements
                are owned
                by Landlord or Tenant, and (f) the possession, leasing, operation,
                management, maintenance, alteration, repair, use or occupancy by
                Tenant of
                the Premises or any portion thereof;




(b)
            All
                sales, value added, ad valorem, use, and similar taxes at any time
                levied,
                assessed or payable on account of the acquisition, ownership, leasing,
                operation, possession or use of the Premises;
                and




(c)
            All
                charges of utilities, communications and similar services serving
                the
                Premises.







5.2.  Tenant
      shall have the right to contest by appropriate legal proceedings, diligently
      conducted in good faith, the validity or amount of any tax, assessment or
      utility charge provided no civil or criminal penalty shall be incurred by
      Landlord, and which proceedings shall prevent the sale, forfeiture or loss
      of
      the Premises. Landlord agrees to cooperate in any such contest.




5.3.  Tenant
      shall not be required to pay any franchise, estate, inheritance, transfer,
      income or similar tax of Landlord, unless and only to the extent that such
      tax
      is imposed, levied or assessed in substitution for any other tax, assessment,
      charge or levy which tenant is required to pay pursuant to this Section 5;
      provided however, that if any time during the term of this Lease, the method
      of
      taxation shall be such that there shall be assessed, levied, charged or imposed
      on Landlord a capital levy or other sales-type tax directly on the rents




7
 
  received
        therefrom, or on the value of the Premises or any present or future improvements
        on the Premises, then all such levies and taxes, or the part so measured
        or
        based, shall be paid by Tenant.




5.4.  All
      taxes
      assessed for the year 2006 which are payable after the Commencement Date, and
      all taxes assessed for the last year of the term hereof, but payable after
      the
      expiration or other termination of the term hereof, shall be adjusted and
      prorated so that the Landlord shall pay its prorated share for the periods
      preceding and following the term hereof, and the Tenant shall pay its prorated
      share for the lease term. Landlord shall deliver to Tenant the ad valorem tax
      statements for the Premises at least twenty-five (25) days prior to the date
      that the payment of same is due.




5.5.  If
      any
      time during the Initial Term or any Renewal Term, the method of taxation shall
      be such that there shall be assessed, levied, charged or imposed on Landlord
      a
      capital levy or other tax directly on the rents received therefrom, or upon
      the
      value of the Premises or any present or any future improvement or improvements
      on the Premises, then all such levies and taxes or the part thereof so measured
      or based shall be payable by Tenant, and Tenant shall pay and discharge the
      same
      as herein provided. Tenant will furnish to Landlord, promptly after demand
      therefor, proof of payment of all items referred to above which are payable
      by
      Tenant. If any such assessment may legally be paid in installments, Tenant
      may
      pay such assessment in installments.




5.6.  Utilities .
      Tenant
      shall be obligated to pay or cause to be paid all expenses of heat, light,
      charges and taxes for water and any other utility expenses in connection with
      Tenant's use and operation of the Premises or for the connection, setting and
      repairing of meters in and for any, buildings and improvements hereafter erected
      by Tenant. Tenant, upon approval by Landlord, shall have the right to enter
      into
      reasonable agreements with public utility authorities and governmental agencies
      creating easements in favor of such public utilities and governmental agencies
      as may be required in order to provide service to the Premises. Landlord, if
      required by the affected utility, will join in any standard utility easements
      that Tenant is reasonably required to grant to utility companies in connection
      with utility service to the Premises provided that such easements do not create
      any personal liability or obligations on the part of Landlord. Any easements
      granted under the authority of this Section 5.4 shall be limited to the
      term of this Lease and shall be limited to the Premises.




6.  Landlord's
      Termination Right .




6.1.  Right .
      In the
      event that the Tenant fails, after the Base Rent Commencement Date, to use
      and
      occupy the Premises primarily as an operating casino for a continuous period
      of
      twelve (12) months, then Landlord shall have the right, subject to
      Section 6.2 and to Section 21 hereunder, to do one of the following:
      (i) elect to terminate this Lease by providing written notice to Tenant at
      least sixty (60) days ** prior
      to
      the effective date of such termination, and upon the expiration of such sixty
      (60) day period, this Lease shall terminate unless Tenant or Tenant's successor
      under Section 20, has, within such sixty (60) day period resumed operation
      of the casino; or (ii) elect not to terminate this Lease in which case all
      of the terms and provisions hereof shall remain in full force and effect, and
      Landlord may pursue its remedies under law or in equity, if any.




8




6.2.  Limitations .
      Notwithstanding anything in Section 6.1 hereinabove to the contrary, in the
      event Tenant is unable to operate the Premises primarily as a casino for any
      consecutive twelve month period by reason of: (i) fire or other casualty
      damage to all or any portion of the Premises, (ii) condemnation of all or a
      portion of the Premises, or (iii) a Force Majeure (as defined in
      Section 26 hereof), Landlord shall have no right to terminate this Lease so
      long as Tenant (1) has notified Landlord of its intention to resume
      operations, which notice shall include a specific description of Tenant’s
      intended action plan for so resuming operations, (2) is diligently pursuing
      the steps set forth in its action plan, and (3) is not otherwise in default
      hereunder.




7.  Maintenance
      and Repairs .




7.1.  Requirements
      of Tenant .
      Tenant,
      at its own expense will maintain all parts of the Premises in good repair and
      condition, ordinary wear and tear excluded, and will take all actions and will
      make all foreseen and unforeseen and ordinary and extraordinary changes and
      repairs which may be required to keep all parts of the Premises in good repair
      and condition. Landlord shall not be required to maintain or repair the Premises
      or any facilities or utilities which are utilized by Tenant in connection with
      the Premises. Tenant waives the right to (i) require Landlord to maintain or
      repair the Premises, or (ii) make repairs at the expense of Landlord pursuant
      to
      any legal requirements, contract, agreement, covenant, condition or restriction
      at any time in effect.




8.  Infrastructure .




8.1.  Tenant’s
      Right to Use .
      Tenant
      grants to Landlord for the benefit of Landlord’s Adjacent Property (as defined
      herein) the unrestricted right and permanent easement and license to use certain
      infrastructure, including roadways, driveways, and utilities, constructed by
      Tenant on the Access Easement. Landlord shall have the absolute right, at its
      expense, to connect a roadway to, or utilize, any access road constructed by
      Tenant on the Access Easement. Landlord shall have no obligation to maintain
      or
      repair any of the infrastructure which is utilized by the Landlord. A recordable
      document granting the easement from the Tenant to the Landlord to utilize the
      infrastructure shall be agreed upon, executed by both parties, and recorded
      prior to the Commencement Date. Such easement shall provide *inter alia* that
      Landlord’s use of the infrastructure will not interfere with Tenant’s use or
      intended use thereof and will not result in such infrastructure being used
      or
      burdened beyond the levels for which such infrastructure was
      designed.




9.  Representations
      and Warranties of Landlord .




Landlord
      hereby represents and warrants to Tenant as follows:




9.1.  Formation .
      Landlord is a limited partnership duly formed, validly existing, and in good
      standing under the laws of the State of Mississippi, and Landlord’s general
      partner is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware. Landlord has the requisite
      partnership power and authority to enter into and perform its obligations under
      this Lease, and to own or lease its properties and assets as now owned or
      leased, and to operate its businesses as now conducted.




9


9.2.  Authorization .
      The
      execution, delivery and performance by Landlord of this Lease has been duly
      authorized by the necessary action(s). This Lease has been duly and validly
      executed and delivered by Landlord and constitutes the legal, valid, and binding
      obligation of Landlord, enforceable against Landlord in accordance with its
      terms.




9.3.  Title .
      Landlord's title to the Premises is good and marketable and free and clear
      of
      any and all exceptions, items, and encumbrances except such easements and
      matters of record which do not, to the best of Landlord's knowledge and belief,
      either individually or in the aggregate, prohibit the Tenant's use of the
      Premises as a casino, hotel, and other permitted uses of the Premises (subject
      to any matters that Landlord agrees to cure or insure over pursuant to
      Section 2.2 hereof, the " Permitted
      Exceptions ").
      Within five (5) days following execution of this Lease, Landlord shall obtain
      a
      partial release of any deed of trust granted by Landlord encumbering any part
      of
      the Land. At the Commencement Date, there shall not be a deed of trust granted
      by Landlord encumbering the remaining part of the Premises.




10.  Representations
      and Warranties of Tenant .
      Tenant
      hereby represents and warrants to Landlord as follows:




10.1.  Incorporation .
      Tenant
      is a corporation duly incorporated, validly existing and in good standing under
      the laws of the State of Mississippi. Tenant has the requisite corporate power
      and authority to enter into and perform its obligations under this Lease, and
      to
      own or lease its properties and assets as now owned, or leased, and to operate
      its businesses as now conducted.




10.2.  Authorization .
      The
      execution, delivery and performance by Tenant of this Lease has been duly
      authorized by all necessary corporate action. This Lease has been duly and
      validly executed and delivered by Tenant and constitutes the legal, valid and
      binding obligation of Tenant enforceable against Tenant in accordance with
      its
      terms.




11.  Environmental .




11.1.  Tenant’s
      Representations. Except
      as reasonably necessary in connection with the conduct of Tenant’s business on
      the Premises and except in strict compliance with applicable environmental
      laws,
      Tenant shall not allow the placement, use or storage on the Premises of any
      hazardous waste, hazardous material, pollutant or contaminant, as such terms
      are
      now or hereafter defined in any or all applicable federal, state, and local
      laws, ordinances or regulations now or hereinafter enacted or amended and any
      and all terms which are or may be used in any or all applicable laws now or
      hereafter enacted to define prohibited or regulated substances (" Toxic
      Substance ").
      Any
      liability which may be imposed upon Landlord as owner of the Premises which
      arises out of the presence and/or release of any Toxic Substance placed or
      permitted to be put or placed on the Premises after the Commencement Date of
      this Lease is hereby specifically assumed by Tenant, and Tenant shall indemnify
      and hold Landlord harmless from any such liability.




10


12.  Covenants
      of Landlord .
      Landlord hereby covenants to Tenant as follows:




12.1.  Cooperation .
      Landlord shall join with Tenant (including without limitation, making joint
      applications where necessary) and fully cooperate with Tenant in any manner
      reasonably requested by Tenant to obtain any consents, permits, licenses,
      leases, permissions, approvals or consents required for the construction, use
      and/or operation of the Premises as permitted by this Lease. Without limiting
      the generality of the foregoing, reference is made to Section 35
      hereof.




12.2.  Quiet
      Enjoyment. Tenant
      shall quietly and peaceably hold, possess and enjoy the Premises (including
      the
      Access Easement and the Water Tower Easement) for the full term of the Lease
      without any hindrance or molestation by Landlord or its agents or employees
      or
      any other person or entity claiming by, through or under Landlord.




12.3.  Incompatible
      Uses of Landlord’s Adjacent Property. The
      Landlord’s real property described in Exhibit E attached
      hereto (the “ Landlord’s
      Adjacent Property ”)
      shall
      be restricted to those uses permitted under A-1, E-1, R-1, R-2, R-3, O-1, C-1,
      C-2 and C-3 zoning under the zoning ordinances of Harrison County, Mississippi
      as in effect on the date hereof. This restriction shall expire upon the
      expiration or earlier termination of this Lease; provided that this restriction
      shall not expire for twenty-five (25) years from the Commencement Date in the
      event Tenant acquires title to the Premises pursuant to the terms of this Lease
      prior to the expiration of such 25-year period.




13.  Assignment
      and Subletting .




13.1.  Landlord’s
      Right .
      Subject
      to Section 13.5 hereof, Landlord reserves the right to sell, assign, or
      transfer this Lease in connection with a sale of the Premises or mortgage
      financing of the Premises, upon the condition that in such event this Lease
      shall remain in full force and effect subject to the performance by Tenant
      of
      all its terms and conditions, and upon the further condition that such assignee
      or transferee, except an assignee or transferee merely for security, agrees
      to
      perform all the terms, covenants and conditions under this Lease.




13.2.  Tenant’s
      Right .
      Tenant
      shall not have the right to assign or sublet its interest under this Lease
      without the prior written consent of Landlord, except as set forth in
      Section 13.4 hereof; provided, however, that subject to Section 2.3
      hereof, Tenant shall have the right to sublet without Landlord’s consent
      portions of the Premises so long as such portions are located within the casino
      and hotel facility and do not exceed fifty percent (50%) of the aggregate square
      footage of the casino facility. Except for an assignment permitted by clause
      (ii) of Section 13.4 hereof, no such assignment or subletting shall relieve
      the assigning party of the further performance of the covenants of this Lease,
      and each assigning party shall remain liable for the payment of rent and the
      performance of all other obligations hereunder. If Tenant enters into any
      sublease pursuant to the provisions hereof, then each sublease shall be
      subordinate to this Lease and each sublease shall contain provisions in form
      and
      substance substantially as follows:




“Sublessee
      agrees that if, by reason of a default under any underlying lease (including
      an
      underlying lease through which Sublessor derives its leasehold




11


estate
      in
      the demised subpremises), such underlying lease and the leasehold estate of
      sublessor in the demised subpremises is terminated, then Sublessee, at the
      option and request of the then fee owner of the demised subpremises (the
“ Fee
      Lessor ”),
      shall
      attorn to such Fee Lessor and shall recognize such Fee Lessor as Sublessee’s
      direct lessor under this Sublease. Sublessee agrees to execute and deliver,
      at
      any time and from time to time, upon the request of Sublessor or of the Fee
      Lessor or any mortgagee of either, any instrument that may be necessary or
      appropriate to evidence such attornment. Sublessee hereby appoints Sublessor
      or
      such Fee Lessor or such mortgagee the attorney-in-fact, irrevocably, with full
      power of substitution, of Sublessee to execute and deliver any such instrument
      for and on behalf of the Sublessee. This appointment is coupled with an interest
      and is irrevocable. Sublessee waives any statute or rule of law now or
      subsequently in effect that may give or purport to give Sublessee any right
      to
      elect to terminate this Sublease or to surrender possession of the demised
      subpremises in the event that any proceeding is brought by a Fee Lessor to
      terminate any such underlying lease. Sublessee agrees that this Sublease shall
      not be affected in any way whatsoever by any such proceeding.”




13.3.  Landlord’s
      Right of First Refusal .
      Prior
      to any sale of the leasehold interest in the Premises to a third party, Tenant
      shall give Landlord a right of first refusal to purchase the leasehold interest
      on the same terms and conditions agreed upon by the Tenant and third-party
      purchaser (the “ Purchaser ”).
      Landlord shall have forty-five (45) days after receiving notice from Tenant
      of
      the proposed sale to accept the terms agreed upon between the Tenant and the
      Purchaser. If Landlord fails to give notice to Tenant before the expiration
      of
      the forty-five day period, Tenant, pursuant to Section 13.2, shall be free
      to
      assign the Lease, to Purchaser on said same terms and conditions.




13.4.  Landlord’s
      Consent Not Required .
      Landlord’s right to consent to an assignment or subletting by Tenant pursuant to
      Section 13.2 hereof and Landlord’s right of first refusal pursuant to Section
      13.3 shall not apply to (i) any change in control in the ownership of
      Guarantor, (ii) any assignment of this Lease or sale of the Premises by
      Tenant to a third party having a minimum net worth of $100,000,000 as determined
      by generally accepted accounting principles ( the “ Required
      Net Worth ”)
      or to
      a third party who obtains a guaranty of this Lease from a third party having
      the
      Required Net Worth, or (iii) subject to Section 2.3 hereof, uses
      permitted under Section 2.3 hereof (other than casino gaming). Any
      sublessee described in clause (iii) hereof may sell hotel condominium units
      without the consent or approval of Landlord, but such sales shall be subject
      to
      the terms and conditions of this Lease, including without limitation this
      Section 13.




13.5.  Tenant’s
      Right of First Refusal .
      Prior
      to any sale of the Land or Premises to a third party, Landlord shall give Tenant
      a right of first refusal to purchase the Premises proposed to be sold on the
      same terms and conditions agreed upon by the Landlord and third-party purchaser
      (the “ Purchaser ”).
      Tenant shall have forty-five (45) days after receiving notice from Landlord
      of
      the proposed sale to accept the terms agreed upon between the Landlord and
      the
      Purchaser. If Tenant fails to give notice to Landlord before the expiration
      of
      the forty-five (45) day period, Landlord shall be free to sell all, but not
      less
      than all, the Land or Premises to the Purchaser on the same terms and
      conditions. This Section 13.5 shall not apply to any sale or




12
 
  transfer
        by Landlord to its general or limited partners or any entity owned or controlled
        by its general or limited partners.




14.  Reversion
      to Landlord . On or
      before the last day of the term of this Lease, or at such earlier time as this
      Lease is terminated, Tenant shall remove its personal property and peaceably
      surrender and yield up to Landlord the Premises, and all improvements and
      fixtures the Landlord instructs not to be removed. Title to any buildings and
      improvements remaining on the Premises at the expiration of the term of this
      Lease may in the Landlord's sole discretion, vest in the Landlord upon
      expiration hereof. Notwithstanding anything herein to the contrary, Tenant
      shall
      remove all buildings and improvements except to the extent, if any, otherwise
      instructed by the Landlord.




15.  Net
      Lease . This is
      a net lease and, except as otherwise provided herein, there shall be no
      abatement, diminution or reduction of the rent for any cause whatsoever. It
      is
      the intention of Landlord and Tenant that all rents and other amounts payable
      hereunder shall be net to Landlord and that all costs, expenses and obligations
      of every kind whatsoever relating to Tenant's use, occupancy and possession
      of
      the Premises which may arise or become due during the term of this Lease shall
      be paid by Tenant, except to the extent otherwise provided herein. Landlord
      shall not be obligated to render any services to Tenant except as specifically
      set forth herein,




16.  Casualty .




*16.1.*  Fire,
      Flood and Extended Coverage .
      Tenant
      shall procure and maintain, at its own expense during the term of this Lease,
      casualty insurance written by companies of nationally recognized financial
      standing covering the Premises and all equipment, fixtures and machinery at
      or
      in the Premises, against loss, damage, or destruction by fire, flood, or wind,
      including extended coverage and special extended coverage endorsements and
      against such other hazards, casualties, and contingencies, in an amount not
      less
      than eighty percent (80%) of the replacement value of the insurable buildings,
      structures, improvements, and equipment.




16.2.  Waiver
      of Subrogation .
      Landlord and Tenant each hereby waives any and all rights of recovery against
      the officers, employees, agents and representatives of such other party for
      loss
      of or damage to such waiving party of its property or the property of others
      under its control, arising from any cause insured against under the standard
      form of fire and extended coverage insurance policy with permissible extension
      endorsements covering additional perils or under any other policy of insurance
      carried by such waiving party in lieu thereof.




16.3.  No
      Cancellation .
      All
      policies referred to in this Lease shall provide that they will not be canceled,
      modified or amended except after thirty (30) days’ written notice to Landlord
      and that they shall not be invalidated by any act or negligence of Landlord,
      Tenant, or any person or entity having an interest in the Premises, nor by
      occupancy or use of the Premises for purposes more hazardous than permitted
      by
      such policy, nor by any foreclosure or other proceedings relating to the
      Premises, nor by change in title to or ownership of the Premises.




13


17.  Liability
      Insurance .




17.1.  Obligation .
      Tenant
      covenants and agrees, at its sole cost and expense, to obtain, keep, and
      maintain in full force and effect for the benefit of Tenant, Landlord, and
      Landlord's general partner, and such other parties as Tenant may elect from
      the
      date construction of the improvements commences and thereafter: (1)
      comprehensive liability insurance against claims for damage to persons or
      property arising out of the use and occupancy of the Premises or any part or
      parts thereof in limits of not less than Ten Million Dollars ($10,000,000)
      combined single limit for bodily injury and not less than Five Million Dollars
      ($5,000,000) combined single limit for property damage.




17.2.  Certificate .
      A
      duplicate original, certificate, or binder of such insurance shall be furnished
      to Landlord prior to commencement of the construction of the improvements on
      or
      at the Premises; and each renewal certificate of each such policy shall be
      furnished to Landlord.




17.3.  Additional
      Insured .
      All
      policies of liability insurance which Tenant is obligated to maintain according
      to this Lease shall name Landlord as an additional insured. All liability
      insurance policies maintained by Tenant shall contain a provision indicating
      that Landlord, although named as an additional insured, will nevertheless be
      entitled to directly recover under such policies for a loss sustained by it,
      its
      directors, officers, employees and agents as a result of the acts or omissions
      of Tenant.




17.4.  Landlord's
      Ability to Cure .
      In the
      event Tenant fails to cause the aforesaid insurance policies to be written
      or
      pay the premiums for the same or deliver all such certificates of insurance
      or
      duplicate originals thereof to Landlord within the time provided for in this
      Lease, Landlord shall nevertheless have the right, without being obligated
      to do
      so, to effect such insurance and pay the premiums therefor, and all such
      premiums paid by Landlord shall be repaid to Landlord by Tenant on demand as
      additional rent hereunder.




17.5.  Workers’
      Compensation .
      Appropriate workers’ compensation insurance covering all persons employed in
      connection with the construction, alteration, repair or operation of the
      Premises and with respect to whom any claim could be asserted against Landlord
      will be carried by Tenant.




17.6.  Construction
      Period .
      From
      the commencement of the Initial Term through the completion of all construction
      and/or renovation of the Premises, Tenant shall also provide, or cause its
      general contractor to provide, the following insurance coverage:
      (a) Contractor’s Comprehensive and Motor Vehicle Liability Insurance having
      a combined single limit of not less than Ten Million Dollars ($10,000,000.00);
      and (b) builder’s risk insurance in amounts and coverage customary for
      projects of similar size, value and scope.




18.  Indemnity .




18.1.  Tenant's
      Indemnification .
      Tenant
      covenants and agrees to indemnify and hold Landlord, its affiliates, its general
      partner's shareholders, directors, officers, employees, agents, successors
      and
      assigns harmless from and against any and all liability, damage, cost or expense
      of any nature whatsoever arising from or related to (i) any
      misrepresentations or breach




14
 
  of
        warranty or covenant by Tenant contained in this Lease, (ii) any violations
        of law by Tenant with respect to the Premises existing or occurring prior
        to,
        on, and/or after the date hereof, and (iii) Tenant's use and operation of
        the Premises and the use and operation of the Premises by Tenant's contractors,
        employees, licensees, and invitees, occurring prior to, on, and/or after
        the
        date hereof except for any liability, damage, cost, or expense caused by
        the
        intentional acts or negligence of Landlord or Landlord’s affiliates, Landlord’s
        general partner, employees, licensees, and invitees.




19.  Construction
      of Buildings and Improvements .




19.1.  Authorization .
      During
      the term of this Lease, or any renewal or extension hereof, Tenant may erect,
      on
      the Premises, consistent with the uses provided for in Section 2.3, any
      building, improvements, structures, and appurtenances thereto; and Tenant may
      demolish all existing building(s), structures, and improvements now located
      or
      hereafter erected on the Premises, if any, and may remove, raze, and/or destroy
      trees, plants, shrubs, and topsoil as Tenant may, in its sole and absolute
      discretion, deem necessary or desirable.




19.2.  Construction
      and Capital Investment .
      If
      Tenant at any time or times during the term of this Lease shall construct any
      buildings, structures, or improvements on the Premises, or any part or parts
      thereof, the same shall be constructed without cost or expense to Landlord,
      in
      accordance with the requirements of all laws, ordinances, codes, orders, rules,
      and regulations of all governmental authorities having jurisdiction over the
      Premises. All such buildings, structures or improvements shall be constructed
      by
      or on behalf of Tenant and shall be the sole and exclusive property of Tenant.
      Subject to Section 2.3, Tenant shall initially construct the
      following:




(a)
            A
                casino with a minimum of 2,000 gaming
                positions;




(b)
            A
                minimum of 500 hotel rooms;




(c)
            Not
                less than five food and beverage
                outlets;




(d)
            Entertainment
                and meeting space containing not less than 30,000 square
                feet;




(e)
            Structured
                parking for not less than 2,500 vehicles;
                and




(f)
            An
                entry drive or road connecting the Isle project to public roadways,
                together with all water, sewer, drainage and related infrastructure
                required in connection with the improvements to be
                constructed.




In
      the
      event the Commencement Date shall occur hereunder, Tenant agrees the total
      cost
      of the foregoing improvements shall be not less than $250,000,000.00 and to
      use
      its best efforts to complete construction of each of the above improvements
      on
      or before December 31, 2008.




19.3.  Permits .
      Tenant,
      at its own cost and expense, shall apply for and prosecute with reasonable
      commercial efforts using Tenant’s business judgment, all necessary permits,
      licenses and approvals required for the Isle Project, including without
      limitation those permits and approvals described in Exhibit D attached
      hereto. Landlord, without material cost or expense to itself, shall fully
      cooperate with Tenant in securing building and all other permits




15
 
  and
        authorizations necessary from time to time for performance of any construction,
        alterations or other work permitted or required to be done by Tenant under
        this
        Lease




19.4.  Construction
      and Permit Covenants .
      Tenant
      agrees to conform to the following, unless otherwise approved in writing by
      the
      Landlord, with respect to all construction and work to be completed in the
      initial phase of the Isle Project:




(a)
            All
                construction activities and improvements related to the Isle Project
                shall
                avoid and shall not affect regulated wetlands as defined by Section
                404 of
                the Clean Water Act; and




(b)
            All
                construction activities and improvements related to the Isle Project
                shall
                avoid known cultural or historic resources as defined by Section
                106 of
                the National Historic Preservation Act of 1996; and described in
                the June
                14, 1996 letter from the State Historic Preservation Officer (Page
                494 of
                the Administrative Record); and




(c)
            All
                construction activities and operations related to the Isle Project
                shall
                not result in a significant impact to federally listed threatened
                or
                endangered species or violate any ordinance, regulation, or rule
                administered by the Mississippi Department of Marine Resources;
                and




(d)
            All
                construction activity and location of facilities shall occur landward
                of
                the mean high tide elevation; and




20.  Restrictions
      of Property .




20.1.  Exclusivity .
      Subject
      to the provisions in Section 20.2 and 20.3 below, during the term of the Lease,
      Landlord will not utilize, or allow any third party to utilize (except by
      process or operation of law), any portion of Landlord’s Adjacent Property in
      connection with any gaming operation other than the Isle Project or another
      gaming project developed by the Tenant.




20.2.  End
      of
      Exclusivity Period.  **** Except
      as
      provided for in Section 20.3, if at any time after December 31, 2013, and for
      any period of twelve (12) consecutive calendar months thereafter (the
“ Termination
      Period ”),
      the
      GGR from the Isle Project is less than ten percent (10%) of the total of all
      GGR
      from all casinos which are then in either Harrison County, Mississippi or
      Hancock County, Mississippi, then the exclusivity provided for in Section 20.1
      above shall terminate as of the end of said twelve (12) consecutive calendar
      month period.




20.3.  Payments
      in Lieu .
      Upon
      payment from Tenant to Landlord, within thirty (30) days of expiration of such
      Termination Period, and in addition to any and all other payments provided
      for
      herein, such that the total of all payments made by Tenant to Landlord within
      said Termination Period is at least equal to 5 percent (5%) of ten percent
      (10%)
      of the total of all GGR from all casinos which are then in either Harrison
      County, Mississippi or Hancock County, Mississippi during said Termination
      Period, then the exclusivity provided for in 20.1 above shall not terminate
      as
      of the end of that Termination Period.




16


20.4.  Tenant’s
      Rights When Exclusivity Not in Effect .
      If at
      any time, and from time to time, when the exclusivity provided for in this
      Section 20 shall no longer be in effect and Landlord shall desire to sell
      or lease all or any portion or portions of Landlord’s Adjacent Property for
      gaming purposes, Landlord may make a written offer to Tenant stating the terms
      and conditions on which Landlord desires to so sell or lease; and Tenant shall
      have thirty (30) days within which to accept said offer on said terms and
      conditions. If said offer is not so accepted by Tenant within said thirty (30)
      days, Landlord will have one hundred eighty (180) days within which to so sell
      or lease to a third party on said terms and conditions.




20.5.  Infrastructure
      Reimbursement .
      Upon
      the expiration of exclusivity pursuant to this Section 20, and in the event
      thereafter that a third party shall use any of Landlord’s Adjacent Property for
      gaming operations, then Tenant shall be reimbursed by the operator of a second
      casino located on the Landlord’s Adjacent Property for such operator’s use of
      all infrastructure on the Premises described in Section 8 hereof and benefiting
      the operator. The reimbursement shall be one-half of the original total cost
      of
      construction of such infrastructure then still in use.




21.  Leasehold
      Financing .




21.1.  Right
      to Mortgage .
      Notwithstanding anything to the contrary contained in this Lease, Tenant, upon
      receiving the prior written consent of Landlord, shall have the absolute right,
      at any time and from time to time, to mortgage the Tenant's interest in the
      leasehold interest herein demised, one or more times (subject to the terms
      and
      conditions of this Lease), on such terms, conditions, and maturity as Tenant
      shall determine, and to enter into any and all extensions, modifications,
      amendments, replacements, and refinancings of any such leasehold mortgages
      as
      Tenant may desire (subject to the terms and conditions of this Lease). Tenant,
      however, may not mortgage or encumber any of Landlord's interest; and no such
      mortgages shall extend to or affect Landlord's reversionary interest or the
      estate of Landlord in and to the Premises.




21.2.  Right
      following Foreclosure .
      Notwithstanding anything to the contrary contained in this Lease, following
      foreclosure, the successor to the Tenant (hereafter " Successor
      Tenant "),
      shall
      have the absolute right, at any time and from time to time, to mortgage the
      Successor Tenant's leasehold interest herein demised, one or more times (subject
      to the terms and conditions of this Lease), on such terms, conditions, and
      maturity as Successor Tenant shall determine, and to enter into any and all
      extensions, modifications, amendments, replacements, and refinancings of any
      such leasehold mortgages as Successor Tenant may desire (subject to the terms
      and conditions of this Lease with prior written consent). Successor Tenant,
      however, may not mortgage or encumber any of Landlord's interest.




21.3.  Other .




21.3.1.  Landlord
      hereby acknowledges Tenant’s existing financing pursuant to that certain Seven
      Hundred Million and No/100 Dollar ($700,000,000.00) Third Amended and Restated
      Credit Agreement dated February 4, 2005 with Canadian Imperial Bank of
      Canada, as Administrative Agent. Tenant shall keep Landlord fully informed
      of
      any material




17
 
  changes
        in the Tenant’s financing if such change could adversely affect the Landlord’s
        rights under the Lease.




21.3.2.  If
      an
      event or events shall occur which shall entitle Landlord to terminate this
      Lease, and (a) if before the expiration of thirty (30) days after the date
      of
      service of a notice upon such leasehold mortgagee under this Lease, such
      leasehold mortgagor shall have paid to Landlord all Base Rent herein provided
      for then in default and (b) if before the expiration of sixty (60) days after
      the date of service of a notice upon such leasehold mortgagee under this lease,
      such leasehold mortgagee shall have paid to Landlord all percentage rent and
      other payments herein provided for then in default, and shall have complied
      or
      shall be engaged in the work of complying with all the other requirements of
      this Lease, if any, then in default, then Landlord shall not then be entitled
      to
      terminate this Lease, and any notice of termination theretofore given shall
      be
      void and of no effect.




21.3.3.  If
      an
      event or events shall occur, including without limitation bankruptcy, assignment
      for benefit of creditors, insolvency, or any other similar event, if applicable,
      which shall entitle Landlord to terminate this Lease, and if such event or
      events shall be in the nature of a non-monetary default by Tenant which a
      leasehold mortgagee cannot cure by payment within the sixty (60) day period
      after the date of service of notice to the leasehold mortgagee or is of a nature
      that is not susceptible to cure by a leasehold mortgagee (including the filing
      of bankruptcy by Tenant), then the leasehold mortgagee’s right to cure such
      default shall be extended for so long as such leasehold mortgagee is diligently
      prosecuting action reasonably calculated to cure such default, but not in excess
      of three hundred sixty-five (365) days from service of such notice (a
      " Non-Monetary
      Cure Period "),
      or to
      foreclose. If the leasehold mortgagee cures such non-monetary default within
      the
      Non-Monetary Cure Period, Landlord shall not then be entitled to terminate
      this
      Lease and notice of termination theretofore given shall be void and of no force
      and effect.




21.3.4.  Nothing
      herein contained shall in any way affect, diminish, or impair Landlord's right
      to terminate this Lease (if such default is not cured within said sixty (60)
      day
      period, is not cured within the Non-Monetary Cure Period, if applicable, or
      is
      not in the process of being cured as aforesaid) or to enforce any other remedy
      in the event of the non-payment of any Base Rent and Percentage Rent thereafter
      payable by Tenant or in case of any other subsequent default in the performance
      of any of the obligations of Tenant hereunder, in accordance with this Lease,
      subject, however, to all of the provisions of this Section 21.




21.3.5.  Nothing
      contained herein shall release Tenant named in this Lease from any of its
      obligations under this Lease which may not have been discharged or fully
      performed by any holder of the leasehold mortgage, or its
      designees.




21.3.6.  Notwithstanding
      anything to the contrary in this Lease, each leasehold mortgagee shall have
      the
      right to perform any term, covenant, condition or agreement of this Lease to
      be
      performed by Tenant and to remedy any default by Tenant hereunder, and Landlord
      shall accept such performance by leasehold mortgagee with the same force and
      effect as if furnished by Tenant, provided, however, that the leasehold
      mortgagee shall not thereby be subrogated to the rights of
      Landlord.




18


21.4.  Use
      of
      Term .
      Whenever and wherever in this Lease the term "leasehold mortgagee" has been
      used
      the same shall include any then holder of a leasehold mortgage
      thereof.




21.5.  No
      Effect on Landlord’s Interest .
      Landlord’s written consent to any leasehold financing, mortgage of the leasehold
      interest, or any leasehold deed of trust, promissory note, assignment of rents
      and/or security agreement, including, but not limited to, leasehold deed of
      trust, assignment of rents and security agreement between Tenant and a
      designated trustee and beneficiary whether such mortgage of leasehold interest,
      etc. is accomplished by Tenant or any successor Tenant, shall not be construed
      to modify, enlarge or affect Landlords' obligations or modify, diminish, impair
      or affect Landlords' rights under this Lease or to subordinate Landlord’s
      interest in the Premises to such leasehold deed of trust.




22.  Events
      of Default; Forfeiture; Termination .




22.1.  Defaults .
      The
      following events are defaults under this Lease:




(a)
            The
                failure of Tenant to pay in full, within five (5) days after Landlord
                gives Tenant written notice of non-payment, any installment of Initial
                Rent, Base Rent, Percentage Rent, Additional Rent or any other rent
                payable to Landlord hereunder;




(b)
            The
                failure of Tenant to pay in full, within five (5) days after Landlord
                gives Tenant written notice of non-payment, any other sums payable
                by
                Tenant hereunder to Landlord;




(c)
            The
                failure of Tenant to comply in a timely manner with any covenant
                or
                obligation under the provisions of this
                Lease;




(d)
            The
                failure of the Tenant to meet its obligations as they become due,
                the
                adjudication of the Tenant as a bankrupt, the making by Tenant of
                a
                general assignment for the benefit of creditors, or the taking by
                Tenant
                of the benefit of any insolvency act, or the appointment of a trustee
                or
                receiver for Tenant’s property;




(e)
            The
                failure of Tenant to obtain a gaming license within two years from
                the
                Commencement Date, or to thereafter have a gaming license in full
                force
                and effect at all times during the term hereof; or




(f)
            The
                vacancy or desertion of the premises by Tenant for a period of more
                than
                thirty (30) days, unless such vacancy is the result of a Force Majeure
                (as
                defined herein) pursuant to Section
                26.




22.2.  Notice:
      Opportunity to Cure .
      Upon
      the occurrence of any default other than as described in Section 22.1 (a) and
      22.1 (b), if Tenant fails to cure such other default or defaults within thirty
      (30) days after Landlord gives Tenant written notice thereof, such other uncured
      default or defaults shall also become an event of default (collectively, each
      occurrence an “ Event
      of Default ”);
      except that if any such other default is of a character that required additional
      time to be cured, such other default shall not become an Event of Default if
      Tenant




19
 
  diligently
        commences in good faith to cure such other default upon receipt of the notice
        specifying the nature of such other default and Tenant thereafter continuously
        and diligently attempts to cure such other default.




22.3.  Remedies .
      If an
      Event of Default shall have occurred, Landlord shall have the right to take
      any
      or all of the following actions:




(a)
            Give
                Tenant written notice of Landlord’s termination of this Lease. Upon the
                giving of such notice, the Lease and the estate hereby granted shall
                expire and terminate on such date as fully and completely and with
                the
                same effect as if such date were the date herein fixed for the expiration
                of the Lease, all rights of Tenant hereunder shall expire and
                terminate;




(b)
            The
                Landlord may, without terminating this Lease, reenter or repossess
                the
                Premises, by force, unlawful entry and detainer proceedings or otherwise,
                and dispossess and remove Tenant or other occupants therefrom, and
                may
                relet all or part of the Premises as Tenant’s agent, and Tenant shall pay
                Landlord the difference between the rent due for the remaining term
                as of
                the time of reentry or repossession and any amount received or to
                be
                received under such reletting for the remaining
                term;




(c)
            In
                addition to any other legal remedy, Landlord may enter on and into
                the
                Premises and cure any then uncured Event of Default at the expense
                and for
                the account of Tenant. Any expenses, liabilities, penalties, or other
                damages of any kind incurred by Landlord in such action, including
                reasonable attorneys’ fees, shall be immediately due and payable by Tenant
                to Landlord as Additional Rent due hereunder;




(d)
            Landlord
                may obtain any manner of equitable relief in order to compel Tenant
                to
                observe and perform its obligations
                hereunder.




22.4.  Additional
      Rights of Landlord .




22.4.1.  No
      right
      or remedy hereunder shall be exclusive of any other right or remedy, but shall
      be cumulative and in addition to any other right or remedy hereunder or now
      or
      hereafter existing. Failure to insist upon the strict performance of any
      provision hereof or to exercise any option, right, power or remedy contained
      herein shall not constitute a waiver or relinquishment thereof for the future.
      Receipt by Landlord of any Initial Rent, Base Rent, Percentage Rent, Additional
      Rent or other sums payable hereunder with knowledge of the breach of any
      provision hereof shall not constitute waiver of such breach, and no waiver
      by
      Landlord of any provision hereof shall be deemed to have been made unless made
      in writing specifying the matters waived. Landlord shall be entitled to
      injunctive relief in case of the violation, or attempted or threatened
      violation, of any of the provisions hereof, or to any other remedy allowed
      to
      Landlord by law or equity.




20


22.4.2.  Except
      as
      otherwise provided herein, Tenant hereby waives and surrenders for itself and
      all those claiming under it, including creditors of all kinds, (i) any right
      and
      privilege which it or any of them may have to redeem the Premises or to have
      a
      continuance of this Lease after termination of Tenant’s right of occupancy by
      order or judgment of any court or by any legal process or writ, or under the
      terms of this Lease, or after the termination of the Lease as herein provided,
      and (ii) the benefits of any law which exempts property from liability for
      debt
      or for attachment or distress for rent.




22.4.3.  If
      Tenant
      shall be in default in the performance of any of its obligations hereunder,
      Tenant shall pay to Landlord, on demand, all expenses incurred by Landlord
      as a
      result thereof, including reasonable attorneys’ fees and expenses (including
      those incurred in connection with any appellate proceedings). If Landlord shall
      be made a party to any litigation commenced against Tenant and Tenant shall
      fail
      to provide Landlord with counsel approved by Landlord and pay the expenses
      thereof, Tenant shall pay all costs and reasonable attorneys’ fees and expenses
      incurred by Landlord in connection with such litigation (including fees and
      expenses incurred in connection with any appellate proceedings).




23.  Landlord’s
      Defaults and Tenant's Remedies .




23.1.  Landlord
      Default .
      The
      occurrence of any of the following shall be a " Landlord
      Default "
      hereunder:




(a)
            The
                breach of any representation or warranty made by Landlord in this
                Lease;
                or




(b)
            The
                failure of**Landlord
                to timely perform any other obligations or keep and perform any other
                covenants hereunder within thirty (30) days of the date of notice
                that
                such obligations or covenants have not been performed or complied
                with,
                provided that if such default cannot reasonably be cured within such
                thirty (30) day period, such period of thirty (30) days shall be
                extended
                for so long as Landlord is diligently prosecuting action reasonably
                calculated to cure such default.




23.2.  Tenant's
      Remedies .
      Except
      as otherwise provided for herein, upon the occurrence of a Landlord Default,
      Tenant shall have the right to exercise any remedy available at law or in
      equity.




23.3.  Landlord
      Cure .
      Anything to the contrary in this Lease notwithstanding, and provided that an
      Event of Default by Landlord has not occurred or has occurred but is not
      continuing hereunder, Landlord and Tenant agree that if Tenant fails to perform
      any of its obligations under this Lease, Landlord shall have the right (but
      not
      the obligation) as well as any other right provided in this Lease, at its option
      and after the expiration of thirty (30) days after written notice from Landlord
      to Tenant, to do or cause to be done such obligation on behalf of Tenant, and
      to
      charge Tenant the actual cost(s) related thereto, which amount(s) will be due
      to
      be paid by Tenant to Landlord within thirty (30) days after notice thereof
      has
      been given by Landlord to Tenant.




21


24.  Estoppel
      Certificates .




24.1.  Landlord’s
      Estoppel Certificate .
      Landlord shall, without charge, from time to time and at reasonable times,
      within thirty (30) business days after request by Tenant or any party who holds
      a mortgage or deed of trust upon Tenant’s leasehold interest in the Premises,
      certify in writing to the effect that this Lease is unmodified and in full
      force
      and effect (or, if there shall have been modifications, stating the
      modifications), the date to which all rent and other charges have been paid,
      the
      expiration date of the Lease, and whether, to the best knowledge of the person
      executing such certificate on behalf of Landlord, any default by Tenant has
      occurred; and if so, the notice shall specify such default to the extent of
      the
      knowledge of the person executing the certificate.




24.2.  Tenant’s
      Estoppel Certificate .
      Tenant
      shall, without charge from time to time and at reasonable times, within thirty
      (30) business days after request by Landlord, certify in writing to Landlord
      or
      any other person or entity specified by Landlord: (i) that this Lease is then
      unmodified and in full force (or, if there have been any modifications, stating
      the modifications); (ii) stating whether there are then any existing setoffs
      or
      defenses against the enforcement of any of the provisions of this Lease and
      any
      modifications hereof upon the part of Tenant to be performed or complied with,
      and, if so, specifying the same; and (iii) the dates to which rent and other
      charges hereunder have been paid in advance.




25.  Condemnation .




25.1.  Total
      Taking .
      If the
      entire Premises shall be taken by the exercise of the right of eminent domain
      for any public ** or
      quasi-public improvement or use, this Lease and the term hereby granted shall
      then expire, on the date when title to the Premises so taken shall vest in
      the
      appropriate authority or on the date when any possession is required to be
      surrendered, whichever is later.




25.2.  Partial
      Taking .
      If (i)
      so substantial a portion of the Premises or any building or improvements thereon
      shall be so taken as to make same or the remaining portion of the Premises
      unusable for the purposes to which the Premises shall then be devoted; or (ii)
      there is a permanent deprivation of access to the streets or highways (permanent
      being defined as a continuous period in excess of twelve months); then Tenant
      shall have the right to cancel or terminate this Lease by providing written
      notice to Landlord at least sixty (60) days prior to the date when title to
      the
      portions so taken shall vest in the appropriate authority or, at Tenant's
      option, on the date physical possession is required to be surrendered, and
      thereupon, this Lease shall terminate and neither party hereunder shall have
      any
      obligation to the other under ** this
      Lease.




25.3.  Rights .
      On such
      entire or partial taking, Landlord and Tenant shall pursue, in their respective
      individual and separate names and rights, unless otherwise required by law,
      such
      remedies and make such claims as they may have against the authority exercising
      such right of eminent domain or other lawful taking as if this Lease and the
      term hereof had not expired (whether or not such expiration shall have occurred
      on account of such taking) and for the purpose of determining the respective
      rights and remedies of the parties, or for the purpose of an equitable
      apportionment of the award for damages if made to the Landlord and
      Tenant




22
 
  jointly,
        or if made to Landlord or Tenant, Landlord shall be deemed to be the owner
        of
        the land constituting the Premises (subject to Tenant's leasehold estate
        therein) and Tenant shall be deemed to be the owner of the leasehold estate
        created hereby and the buildings and all other improvements situated upon
        said
        Premises (and the term of this Lease shall be deemed to include all available
        renewal terms).




26.  Effect
      of Unavoidable Delays .




26.1.  Force
      Majeure .
      The
      provisions of this Section 26 shall only be applicable if there shall occur,
      during the Lease, any of the following: Acts of God, acts of governmental
      authorities, governmental restrictions, moratoriums, regulations, failures
      to
      act by governmental authorities with respect to licenses, applications, permits
      or other approvals necessary to comply with terms and conditions of this Lease,
      enemy or hostile governmental action, civil commotion, insurrection, revolution,
      sabotage, fire or other casualty, or other conditions beyond the control of
      the
      Tenant (a " Force
      Majeure”) .




26.2.  Lease
      Obligations .
      If
      Tenant shall, as the result of any such Force Majeure, fail to punctually
      perform a Lease obligation other than Tenant’s obligations to pay Base Rent,
      Percentage Rent, or other monetary payments required under this Lease within
      the
      time limit provided under this Lease, then such time limit shall be deemed
      extended for a period equal to the duration of such Force Majeure, provided
      that
      within thirty (30) days after the happening of any event for which Tenant shall
      be entitled to an extension hereunder, Tenant shall send to Landlord written
      notice describing such event. However, in no event shall a Force Majeure extend
      or relieve Tenant from a duty or obligation for longer than a period of twelve
      (12) consecutive months, any provisions of this Section 26 to the contrary
      notwithstanding.




27.  Protection
      against Lien Claims .
      All
      work on the Isle Project shall be performed by Tenant in such a manner that
      the
      Premises will remain free and clear at all times of all liens and encumbrances
      of any nature except for taxes not yet due and payable and liens created by
      persons for whom payment is not the responsibility of the Tenant. Tenant shall
      not be required to pay any such lien if Tenant is diligently pursuing in good
      faith, the existence, amount or validity thereof by appropriate proceedings.
      If
      Tenant desires to contest any such matter, Tenant shall provide security as
      is
      required by law, if any, by irrevocable letter of credit, surety bond, or other
      security satisfactory to Landlord, in order to insure ultimate payment of such
      lien and to prevent any sale or forfeiture of the Premises or any portion
      thereof. Subject to the foregoing, Tenant will promptly pay and discharge all
      claims and liens in connection with the Isle Project.




28.  Mineral
      Non-Disturbance .
      Landlord hereby conveys and releases unto Tenant and its successors and assigns
      all rights which it possesses to use the surface of the Land for the drilling,
      mining, exploration, development, and production of oil, gas, and other minerals
      of every kind, nature, and character, in, on and under the Land. Landlord
      further covenants and agrees that any lease or leases of the Land by Landlord
      hereafter shall contain a clause which shall prohibit the use of the surface
      of
      the Land for the conduct of oil, gas, and other mineral development activity.
      Landlord hereby agrees it will not exercise its respective rights to mineral
      interest in, on, and under the Land in any way that will interfere with the
      use
      of the surface of the Land by Tenant, its successors and assigns. This Section
      28 shall constitute a covenant running with the land and shall be binding upon
      the Landlord, its successors, assigns, and legal




23
 
  representatives
        as the case may be, and shall inure to the benefit of the Tenant and its
        successors, assigns, lenders, mortgagees, tenants, and all persons acquiring
        an
        interest in and to the Premises. This covenant running with the land will
        be
        placed of record pursuant to Section 3 hereof.




29.  Holdover .
      If,
      with the permission and written consent of Landlord, the Tenant shall hold
      over
      as a Tenant after the expiration of the then existing Lease term, then such
      tenancy shall be deemed to be on a month-to-month basis on the same terms and
      conditions in effect immediately prior to the expiration of the
      Lease.




30.  Partial
      Invalidity . If any
      term, covenant, condition, or provision of this Lease or the application thereof
      to any person or circumstance shall, at any time or to any extent, be invalid
      or
      unenforceable, the remainder of this Lease, or the application of such term
      or
      provision to persons or circumstances other than those as to which this Lease
      is
      held invalid or unenforceable, shall not be affected thereby, and each term,
      covenant, condition, and provision of this Lease shall be valid and be
      enforceable to the fullest extent permitted by law.




31.  Written
      Notices .
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given if and when received by the respective parties at
      the
      below addresses (or at such other address as a party may hereafter designate
      for
      itself by notice to the other party and with required copy as required hereby).
      From and after the Base Rent Commencement Date, all notices and communications
      to Tenant may also be given by leaving same at the Premises during business
      hours.




If
      to
      Landlord:




Family
      Lands L.P.


c/o
      Pine
      Hills, Inc.


3702
      Hardy Street


Hattiesburg,
      MS 39402


Attention:
      Stewart Gammill, IV





With
      a
      required copy to:




Butler,
      Snow, O'Mara Stevens & Cannada, PLLC


AmSouth
      Plaza, 17 th Floor


210
      East
      Capitol Street


Jackson,
      MS 39201


Attention:
      Don B. Cannada





If
      to
      Tenant:




IOC
      Mississippi, Inc.


1614
      Popps Ferry Road #B-1


Biloxi,
      MS 39532


Attention:
      Greg Guida





24


With
      a
      required copy to Guarantor:




Isle
      of
      Capri Casino, Inc.


1614
      Popps Ferry Road #B-1


Biloxi,
      MS 39532


Attention:
      Greg Guida





32.  Confidentiality .
      During
      the term of the Lease, Landlord and Tenant shall maintain in confidence and
      shall cause their respective employees, officers, agents, agents, and advisors
      to maintain in confidence all Financial and other Confidential Information
      (defined herein below) regarding the other party and they shall not be revealed
      to anyone except: (i) to the extent communication of such information is
      required by law; (ii) to parties and their counsel in litigation in which the
      Landlord and Tenant are parties relating to the Premises or other litigation
      seeking enforcement, the rights, duties and obligations of the Landlord or
      Tenant under this Lease; (iii) to effectuate a transaction or any financing
      contemplated by this Lease, or (iv) to the MGC, the Securities Exchange
      Commission and similar governmental authorities regulating or governing Landlord
      or Tenant or the transactions contemplated by this Lease. “Financial and other
      Confidential Information” includes such information obtained by the review of
      financial statements, reports or audits required under this Lease.




33.  Guaranty .
      In
      consideration of Landlord granting this Lease to Tenant, Isle of Capri Casino,
      Inc. (“ Guarantor ”)
      does
      hereby guarantee all and singular of the obligations and duties of the Tenant
      under this Lease. The obligations, covenants, agreements and duties of the
      Guarantor under this Lease shall not be affected or impaired by (a) any
      assignment or transfer in whole or in part of any of the Lease or the Premises
      by the Landlord or the Tenant without notice to the Guarantor (other than as
      set
      forth in Section 13 hereof), or (b) any waiver by the Landlord of the
      performance of observance by the Tenant or any other guarantor of any of the
      agreements, covenants, terms or conditions contained in the Lease, or (c) any
      indulgence in, or the extension of the time for, payment by the Tenant or any
      other guarantor of any amounts payable under or in connection with this Lease
      or
      in any other instrument or agreement relating to this Lease or of the extension
      of time for performance by the Tenant or any other guarantor of any other
      obligations under or arising out of any of the foregoing or the extension or
      renewal thereof, or (d) the modification or amendment (whether material or
      otherwise) of any duty, agreement or obligation of the Tenant or any other
      guarantor set forth in any of the foregoing, or (e) the voluntary or involuntary
      sale or other disposition of all or substantially all the assets of the Tenant
      or any other guarantor (subject to Section 13 hereof), or (f) the
      insolvency, bankruptcy or other similar proceedings affecting the Tenant or
      any
      such other guarantor or any assets of the Tenant or any such other guarantor.




34.  Tenant’s
      Finance of Landlord’s Purchase of Additional Land .
      In the
      event that Landlord shall desire to enter into any contract from time to time
      to
      purchase any land located within two (2) miles of the boundary of Landlord’s
      Adjacent Property, then Landlord shall have the option with respect to each
      such
      contract to request an acquisition loan from Tenant in an amount equal to the
      purchase price thereunder for the purpose of purchasing such land, provided
      that
      the Landlord provides written notice to the Tenant pursuant to the terms hereof
      of its election to finance such purchase with a loan from the Tenant. Such
      notice shall include a complete copy of the proposed purchase contract,
      Landlord’s proposed use of such land, and a




25
 
  description
        of the purchase price to be paid for the land to be acquired by Landlord.
        Within
        three (3) days following Tenant’s receipt of such notice, Tenant shall notify
        Landlord of Tenant’s election to provide or not provide such loan. In the event
        Tenant elects to provide such loan, then on or before the closing date under
        such purchase contract, the Tenant will advance to the Landlord the purchase
        price set forth in the notice as a purchase money loan for such land, pursuant
        to loan documents mutually acceptable to Landlord and Tenant. Landlord shall
        execute in favor of Tenant at closing a non-recourse promissory note (an
        “ Acquisition
        Note ”)
        in the
        principal amount of the funds advanced by Tenant, bearing interest at the
        rate
        of eight percent (8%) per annum, and being payable by Landlord to Tenant
        in
        periodic installments equal to twenty-five percent (25%) of the periodic
        installment of Percentage Rent payable from time to time by Tenant to Landlord
        pursuant to this Lease. Tenant shall have the right to offset the installment
        payments due from time to time by Landlord pursuant to the Acquisition Note
        against amounts payable by Tenant to Landlord under this Lease. Each Acquisition
        Note, if not sooner paid, shall be due and payable ten (10) years from the
        date
        thereof. Tenant covenants and agrees not to acquire any lands within two
        (2)
        miles of the boundary of Landlord’s Adjacent Property during the term of this
        Lease. All land purchased by Landlord pursuant to acquisition loans furnished
        hereunder by Tenant shall become part of Landlord’s Adjacent Property upon
        acquisition by Landlord.




35.  Mississippi
      Gaming Commission .
      Landlord and Tenant acknowledge and agree that certain provisions of this Lease,
      including, without limitation, portions of Sections 4 and 13 hereof, are subject
      to the approval of the Mississippi Gaming Commission (the “ MGC ”),
      and
      Landlord and Tenant each agree to use reasonable efforts to cooperate and assist
      one another in obtaining all consents and approvals from MGC in connection
      with
      this Lease, including without limitation as to suitability. By execution hereof,
      each party gives its full consent for the other party hereto to view and inspect
      all documents submitted to the MGC or related governmental agencies relative
      to
      the contemplated Isle Project but excluding confidential information such as
      personal financial statements.




36.  Binding
      on Successors and Assigns .
      Except
      as otherwise provided in this Lease, all covenants, agreements, provisions,
      and
      conditions of this Lease shall be binding on and inure to the benefit of the
      parties hereto, their respective personal representatives, successors, and
      assigns. This Lease, its provisions, and the parties' respective rights and
      obligations cannot be modified, waived or changed unless evidenced by an
      agreement in writing signed by Landlord and Tenant.




37.  No
      Broker .
      Landlord and Tenant each covenant and agree with the other that neither has
      retained or contracted with any realtor or person in regard to this Lease who
      is
      entitled to a commission or other brokerage fee in connection with the
      consummation of the Lease. Landlord and Tenant each covenant and agree to defend
      and hold the other harmless from any claim of any such person for any commission
      or other compensation arising from the negotiation or execution of this Lease
      to
      the extent such claim is asserted to arise out of such claimant's contract
      or
      claim having been through the party to be charged.




38.  No
      Merger .
      Notwithstanding any provision of this Lease to the contrary, if at any time
      or
      times during the term of this Lease or any renewal or extension hereof, Landlord
      and Tenant shall be the same person, party, or entity, Landlord's and Tenant's
      interests shall remain




26
 
  separate
        and distinct, and shall not be merged into one estate, so as to cancel,
        terminate, or extinguish this Lease by law or otherwise.




39.  Captions .
      The
      captions of the Sections of this instrument are solely for convenience and
      shall
      not be deemed ** a ** part
      of
      this instrument for the purpose of construing the meaning thereof, or for any
      other purpose.




40.  No
      Waiver .
      No
      waiver of any covenant or condition contained in this Lease or of any breach
      of
      any such covenant or condition shall constitute a waiver of any subsequent
      breach of such covenant or condition by either party, or justify or authorize
      the non-observance on any other occasion of the same or any other covenant
      or
      condition hereof of either party.




41.  Interpretation .
      This
      Lease shall be governed by and construed in accordance with the law of the
      State
      of Mississippi, without giving any effect to any conflict of laws, Whenever
      the
      contents of any provision shall require it, the singular number shall be held
      to
      include the plural number, and vice versa. The neuter gender includes the
      masculine and the feminine.




42.  No
      Joint Venture .
      Any
      intention to create a joint venture or partnership relation or principal agent
      relationship between the parties hereto is expressly disclaimed.




43.  Joint
      Work Project .
      This
      Lease is the joint work product of the duly authorized representatives of the
      Landlord and Tenant and, accordingly, in the event of ambiguity, no inferences
      shall be drawn against either party,




44.  Entire
      Agreement .
      This
      Lease contains the entire agreement of the parties hereto with respect to the
      letting and hiring of the Premises described above and this Lease may not be
      amended, modified, released, or discharged, in whole or in part, except by
      an
      instrument in writing signed by the parties hereto, or their respective
      successors or assigns.




45.  Landlord
      Consents .
      When
      the Landlord’s consent is required hereunder, the Landlord agrees not to
      unreasonably withhold, condition or delay such consent.














(Signatures
      appear on following page)






27


IN
      WITNESS WHEREOF, the Landlord and the Tenant have caused this Lease to be
      executed effective the day and year first above written.




LANDLORD:


FAMILY
      LANDS, L.P.


a
      Mississippi limited partnership





By:  Pine
      Hills, Inc.


a
      Delaware corporation, its general partner





By:   /s/Stewart
      Gammill, IV________________


STEWART
      GAMMILL, IV


Its:  President








TENANT:


IOC
      MISSISSIPPI, INC.





By:   /s/Gregory
      P. Guida___________________


GREGORY
      P. GUIDA


Its:  Senior
      Vice President








GUARANTOR:


ISLE
      OF
      CAPRI CASINO, INC.


a
      Delaware corporation





By:   /s/Gregory
      P. Guida___________________


GREGORY
      P. GUIDA


Its:  Senior
      Vice President





28





EXHIBIT
      A





Legal
      Description





See
      attached.







29


EXHIBIT
      A













30




EXHIBIT
      B





Memorandum
      of Lease





See
      attached.





31




**Prepared
      by:**


**Butler,
      Snow, O'Mara, Stevens & Cannada, PLLC**


**ATTN:
      Don B. Cannada**


**17th
      Floor, AmSouth Plaza**


**Post
      Office Box 22567**


**Jackson,
      Mississippi 39225-2567**


**(601)
      948-5711**





**To
      the Chancery Clerk of Harrison County, Mississippi:**


**The
      real property described herein is situated in the S1⁄2 of NW1⁄4 and N1⁄2 of SW1⁄4 of
      Section 6, Township 8S, Range 13 W of the First Judicial District of Harrison
      County, Mississippi**











MEMORANDUM
      OF LEASE AND RESTRICTIONS




THIS
      MEMORANDUM is executed and delivered by FAMILY LANDS L.P., a Mississippi limited
      partnership (the " Landlord ")
      and
      IOC MISSISSIPPI, INC., a Mississippi corporation (the " Tenant "),
      pursuant to that certain Ground Lease, dated as of May, ___ 2006, between the
      Landlord and the Tenant (as amended, modified and supplemented from time to
      time, the " Lease ").





WITNESSETH:




In
      consideration of the rents, covenants and agreements on the part of the Tenant
      to be observed and performed under the Lease, the Landlord has leased and let
      unto the Tenant that certain parcel of land lying and being situated in Harrison
      County, Mississippi, and more particularly described on Exhibit A attached
      hereto (the " Premises "),
      under
      the terms and conditions of the Lease which provides in pertinent part the
      following:




1.  Term
      and Renewal Option. The
      initial term of the Lease is for a period of five (5) years commencing as of
      the
      expiration of the Development and Permitting Period (as defined in the Lease
      and
      which shall expire no later than ____________, 200_), with options to renew
      for
      up to eighteen (18) successive five-year terms and one (1) successive final
      four-year term.




32


2.  Use
      of
      Premises .
      The
      Premises shall be used by the Tenant for the purpose of conducting and offering
      casino gaming, entertainment, hotel, dining, retail, parking, recreational
      and
      for related purposes as provided in the Lease. Tenant shall not construct on
      the
      Premises a retail facility, restaurant, hotel or other commercial development
      that is not contained within or physically connected to the primary casino
      facility on the Premises.




3.  Use
      of
      Landlord’s Adjacent Property .
      The
      real property of Landlord described in Exhibit
      E attached
      hereto (“ Landlord’s
      Adjacent Property ”)
      shall
      be restricted to uses permitted under A-1, E-1, R-1, R-2, R-3, O-1, C-1,
      C-2  and
      C-3
      zoning under the Harrison County, Mississippi zoning ordinances as in effect
      on
      the date hereof. The restrictions in this Section 3 shall expire on the
      expiration or earlier termination of the Lease; provided this restriction shall
      not expire for twenty-five (25) years from the Lease commencement date in the
      event Tenant acquires title to the Premises pursuant to the terms of the
      Lease.




4.  Mineral
      Non-Disturbance. Landlord
      hereby conveys and releases unto Tenant and its successors and assigns all
      rights which it possesses to use the surface of the Premises for any purpose,
      including the drilling, mining, exploration, development, and production of
      oil,
      gas, and other minerals of every kind, nature, and character, in, on and under
      the Premises. Landlord further covenants and agrees that any lease or leases
      of
      the Premises hereafter made by Landlord shall contain a clause which shall
      prohibit the use of the surface of the Premises for the conduct of oil, gas,
      and
      other mineral development activity. This Section 4 shall constitute a covenant
      running with the land for the benefit of the Tenant, its successors, and
      assigns.




5.  Exclusivity. During
      the term of the Lease, Landlord will not utilize, or voluntarily allow any
      third
      party to utilize, any portion of Landlord’s Adjacent Property, in connection
      with any gaming operation other than the Isle Project or another gaming project




33


developed
      by the Tenant. This Section 5 is contingent on Tenant meeting certain conditions
      to maintain exclusivity as provided in the Lease.


This
      is a
      memorandum of certain provisions of the Lease and not a restatement thereof.
      In
      the event of any conflict between this Memorandum of Lease and the provisions
      of
      the Lease, the provisions of the Lease shall control.


IN
      WITNESS WHEREOF, the Landlord and the Tenant have executed this Memorandum
      of
      Lease as of May ___, 2006.





- LANDLORD -





FAMILY
      LANDS L.P.


a
      Mississippi limited partnership





By:  Pine
      Hills, Inc.,


a
      Delaware corporation, its General Partner








By:


STEWART
      GAMMILL, IV


Its
      President











- TENANT -





IOC
      MISSISSIPPI, INC.,


a
      Mississippi Corporation








By:


TIMOTHY
      M. HINKLEY


Its:
      President





34


STATE
      OF
      _______________________


COUNTY
      OF
      _____________________





Personally
      appeared before me, the undersigned authority in and for the said County and
      State, on this ___ day of May, 2006, within my jurisdiction, the within named
      STEWART GAMMILL, IV, who acknowledged to me that he is President of PINE HILLS,
      INC. a Delaware corporation which is the general partner of FAMILY LANDS L.P.,
      a
      Mississippi limited partnership, and that for and on behalf of said corporation
      as general partner of said limited partnership, and as the act and deed of
      said
      corporation as general partner of said limited partnership, and as the act
      and
      deed of said limited partnership, he executed the above and foregoing
      instrument, after first having been duly authorized by said corporation and
      said
      limited partnership so to do.








__________________________________________


NOTARY
      PUBLIC





My
      Commission Expires:





________________________________


[AFFIX
      NOTARIAL SEAL]







STATE
      OF


COUNTY
      OF





Personally
      appeared before me, the undersigned authority in and for the said County and
      State, on this  day of
      May, 2006, within my jurisdiction, the within named TIMOTHY M. HINKLEY, who
      acknowledged that he is President of IOC MISSISSIPPI, INC., a Mississippi
      corporation, and that for and on behalf of the said corporation, and as its
      act
      and deed, he executed the above and foregoing instrument, after first having
      been duly authorized by said corporation so to do.








NOTARY
      PUBLIC













My
      Commission Expires:







[AFFIX
      NOTARIAL SEAL]





35





EXHIBIT
      C





Commencement
      of Operations Certificate





See
      Attached








36


**CERTIFICATE
      OF COMMENCEMENT OF GAMING OPERATIONS**










This
      certificate of commencement of gaming operations (the “ Certificate ”)
      is
      executed the ___ day of ______, 2006 to memorialize the date on which gaming
      operations or activities have commenced on the Premises. The parties agree
      the
      Base Rent shall be adjusted to reflect any increase in the Price Index from
      the
      Adjustment Date to the date of execution hereof pursuant to Section 4.5.1 of
      the
      Lease.




All
      capitalized terms not defined herein shall have the meaning as set forth in
      the
      Lease.




**IN
      WITNESS WHEREOF,** the
      parties have caused this certificate to be executed on the date specified
      herein.






-
      LANDLORD -





FAMILY
      LANDS L.P.


a
      Mississippi limited partnership





By:  PINE
      HILLS, INC.


a
      Delaware corporation, its General Partner











By:


STEWART
      GAMMILL, IV


Its
      President











-
      TENANT -





IOC
      MISSISSIPPI, INC.


a
      Mississippi corporation










By:


TIMOTHY
      M. HINKLEY


Its:
      President











37


EXHIBIT
      D





Permits
      and Approvals













**1.**
            **NPDES
                Stormwater Discharge
                Permit.**




Issuing
      agency:  State
      of
      Mississippi Department of Environmental Quality.




Requirement:  Construction-related
      erosion control.









**2.**
            **Construction
                Permit for Potable Water Supply
                (well).**




Issuing
      agency:  State
      of
      Mississippi Department of Environmental Quality.




Requirement:  Potable
      water well.









**3.**
            **Sanitary
                Sewer Construction
                Approval.**




Issuing
      agency:  State
      of
      Mississippi Department of Environmental Quality.




Requirement:  Construction
      of sanitary sewer forcemain, pumpstation, and connection.









**4.**
            **NPDES
                Permit Modification for Wastewater Treatment Plant (Water Pollution
                Control Permit).**




Issuing
      agency:  State
      of
      Mississippi Department of Environmental Quality.


Requirement:  Increased
      capacity of West Harrison County Water & Sewer District Wastewater Treatment
      Plant.





**5.**
            **Harrison
                County Zoning Approvals:**




a.
            Master
                Plan Approval (Section 412.02).


b.
            Height
                Limitation Variance (Section 416 -*Table
                of Areas and Dimensional Requirements*).







**6.**
            **Harrison
                County Building Permit.**









**7.**
            **Mississippi
                Gaming Commission
                Approvals:**




a.
            Gaming
                Site Approval




b.
            Site
                Development Plan Approval






38


EXHIBIT
      E





Landlord’s
      Adjacent Property








Pine
      Hills On-The-Bay Subdivisions #1, #2 and #3 are as shown on the Plats of Record
      of said subdivisions in the office of the Chancery Clerk of Harrison County,
      Mississippi.




TOWNSHIP
      7 SOUTH, RANGE 13 WEST:




Section
                31:
            All
                that part of Blocks J and K lying in Section 31, Township 7
                South, Range 13 West of Pine Hills On-The-Bay Subdivision #3, less
                and except that part of Block J which is part of those lands
                described in that certain deed recorded in Book 623, Pages 500-502 of
                the Record of Deeds of Harrison
                County.




Section
                32:
            All
                that part of Blocks F, H, I, J, K and L lying in Section 32, Township
                7 South, Range 13 West of Pine Hills On-The-Bay Subdivision #3,
                less Lot 4 of Block F of said Pine Hills On-The-Bay Subdivision
                #3.




TOWNSHIP
      8 SOUTH, RANGE 13 WEST:




Section
                5:
            All
                that part of Blocks K and L lying in Section 5, Township 8 South,
                Range 13 West of Pine Hills On-The-Bay Subdivision
                #3.




Section
                6:
            All
                of Section 6, less and except the
                following:




1.
            All
                lands described in that certain deed recorded in Book 623,
                Pages 500-502 of the Record of Deeds of Harrison
                County.




2.
            All
                lands which are a part of the Pine Hills On-The-Bay Subdivision #1
                and
                #2.




3.
            Those
                lands conveyed to Crosby Wood Preserving Co. and described in that
                certain
                deed recorded in Book 593, Pages 151-152 of the Record of Deeds
                of Harrison County.




4.
            Those
                lands conveyed to H. H. Pepper and described in that certain deed
                recorded
                in Book 478, Pages 534-535 of the Record of Deeds of Harrison
                County.




5.
            Those
                lands conveyed to Milford R. Kelly and his wife, Anne Marie Kelly
                and
                described in that certain deed recorded in Book 478,
                Pages 533-534 of the Record of Deeds of Harrison
                County.




6.
            Those
                lands conveyed to Robert T. McRaney and his wife, Doris M. McRaney
                and described in that certain deed recorded in Book 478,
                Pages 536-537 of the Record of Deeds of Harrison
                County.






39




7.
            Those
                lands conveyed to Crosby Wood Preserving Co. and described in that
                certain
                deed recorded in Book 629, Pages 62-65 of the Record of Deeds of
                Harrison County.




8.
            Those
                lands conveyed to Mrs. Marie Baudean Grillot and described in that
                certain deed recorded in Book 654, Pages 565-567 of the Record
                of Deeds of Harrison County.




Pinehills
      On-The-Bay Subdivision #1 as shown by Plat of Record in the Chancery Clerk’s
      office.




Block
                4:
            All
                of Block 4.




Block
                5:
            Lots
                1 through 12, inclusive; Lots 17 through 21, inclusive; and Lots
                23
                through 30, inclusive.




Block
                6:
            Lots
                1 through 10, inclusive; Lots 12 through 17, inclusive; and Lots
                19 and
                20.




Block
                7:
            Lots
                1 through 3, inclusive; and that part designated as
                Park.




Block
                8:
            Lots
                1 through 9, inclusive; and Lots 12 through 17,
                inclusive.




Block
                9:
            All
                of Block 9.




Block
                10:
            Lots
                1 through 10, inclusive; and Lots 13 through 22,
                inclusive.




Block
                11:
            Lots
                1 through 14, inclusive; Lot 16; Lots 18 and 19; and Lots 21 through
                37,
                inclusive.




Block
                12:
            Lot
                1; Lots 3 through 17, inclusive; Lots 19 throguh 24, inclusive; and
                Lot
                26.




Block
                18:
            Lots
                1 through 16, inclusive; and Lots 18 through 21,
                inclusive.




Block
                19:
            Lots
                3 through 19, inclusive.




Pinehills
      On-The-Bay Subdivision #2 as shown by Plat of Record in the Chancery Clerk’s
      Office.




Block
                3:
            Lot
                6 and Lot 7.









**LESS
      AND EXCEPT THE LAND DESCRIBED ON EXHBIIT A**







40





EXHIBIT
      F





Landlord’s
      Entire Property








Pine
      Hills On-The-Bay Subdivisions #1, #2 and #3 are as shown on the Plats of Record
      of said subdivisions in the office of the Chancery Clerk of Harrison County,
      Mississippi.




TOWNSHIP
      7 SOUTH, RANGE 13 WEST:




Section
                31:
            All
                that part of Blocks J and K lying in Section 31, Township
                7 South, Range 13 West of Pine Hills On-The-Bay Subdivision #3,
                less and except that part of Block J which is part of those lands
                described in that certain deed recorded in Book 623, Pages 500-502 of
                the Record of Deeds of Harrison
                County.




Section
                32:
            All
                that part of Blocks F, H, I, J, K and L lying in Section 32, Township
                7 South, Range 13 West of Pine Hills On-The-Bay Subdivision #3,
                less Lot 4 of Block F of said Pine Hills On-The-Bay Subdivision
                #3.




TOWNSHIP
      8 SOUTH, RANGE 13 WEST:




Section
                5:
            All
                that part of Blocks K and L lying in Section 5, Township 8 South,
                Range 13 West of Pine Hills On-The-Bay Subdivision
                #3.




Section
                6:
            All
                of Section 6, less and except the
                following:




1.
            All
                lands described in that certain deed recorded in Book 623,
                Pages 500-502 of the Record of Deeds of Harrison
                County.




2.
            All
                lands which are a part of the Pine Hills On-The-Bay Subdivision #1
                and
                #2.




3.
            Those
                lands conveyed to Crosby Wood Preserving Co. and described in that
                certain
                deed recorded in Book 593, Pages 151-152 of the Record of Deeds
                of Harrison County.




4.
            Those
                lands conveyed to H. H. Pepper and described in that certain deed
                recorded
                in Book 478, Pages 534-535 of the Record of Deeds of Harrison
                County.




5.
            Those
                lands conveyed to Milford R. Kelly and his wife, Anne Marie Kelly
                and
                described in that certain deed recorded in Book 478,
                Pages 533-534 of the Record of Deeds of Harrison
                County.




6.
            Those
                lands conveyed to Robert T. McRaney and his wife, Doris M. McRaney
                and described in that certain deed recorded in Book 478,
                Pages 536-537 of the Record of Deeds of Harrison
                County.






41




7.
            Those
                lands conveyed to Crosby Wood Preserving Co. and described in that
                certain
                deed recorded in Book 629, Pages 62-65 of the Record of Deeds of
                Harrison County.




8.
            Those
                lands conveyed to Mrs. Marie Baudean Grillot and described in that
                certain deed recorded in Book 654, Pages 565-567 of the Record
                of Deeds of Harrison County.




Pinehills
      On-The-Bay Subdivision #1 as shown by Plat of Record in the Chancery Clerk’s
      office.




Block
                4:
            All
                of Block 4.




Block
                5:
            Lots
                1 through 12, inclusive; Lots 17 through 21, inclusive; and Lots
                23
                through 30, inclusive.




Block
                6:
            Lots
                1 through 10, inclusive; Lots 12 through 17, inclusive; and Lots
                19 and
                20.




Block
                7:
            Lots
                1 through 3, inclusive; and that part designated as
                Park.




Block
                8:
            Lots
                1 through 9, inclusive; and Lots 12 through 17,
                inclusive.




Block
                9:
            All
                of Block 9.




Block
                10:
            Lots
                1 through 10, inclusive; and Lots 13 through 22,
                inclusive.




Block
                11:
            Lots
                1 through 14, inclusive; Lot 16; Lots 18 and 19; and Lots 21 through
                37,
                inclusive.




Block
                12:
            Lot
                1; Lots 3 through 17, inclusive; Lots 19 throguh 24, inclusive; and
                Lot
                26.




Block
                18:
            Lots
                1 through 16, inclusive; and Lots 18 through 21,
                inclusive.




Block
                19:
            Lots
                3 through 19, inclusive.




Pinehills
      On-The-Bay Subdivision #2 as shown by Plat of Record in the Chancery Clerk’s
      Office.




Block
                3:
            Lot
                6 and Lot 7.




42