ISSUING AND PAYING AGENCY AGREEMENT



          July 24, 1997



          First Trust of New York, National Association
          100 Wall Street, Suite 1600
          New York, New York 10005

          Attn: Corporate Trust Administration

                    Re:  Mirage Resorts, Incorporated
                         Commercial Paper Program. Series A
                         ----------------------------------
          Ladies and Gentlemen:

                    This  letter   (the   "Agreement")   sets   forth   the
          understanding between you and  Mirage Resorts, Incorporated  (the
          "Company") whereby you have agreed to  act (a) as depositary  for
          the safekeeping of certain Series A commercial paper notes of the
          Company which  may  be  issued and  sold  in  the  United  States
          commercial paper  market  (the "CP  Notes";  such CP  Notes  when
          issued in book-entry form being hereinafter referred to as  Book-
          Entry CP  Notes" and  when issued  in  the form  of  certificated
          promissory  notes   being   hereinafter  referred   to   as   the
          "Certificated CP Notes"), (b) as issuing  agent on behalf of  the
          Company in connection with the issuance  of the CP Notes, (c)  as
          paying agent to undertake certain obligations to make payments in
          respect of the CP Notes and (d) as depositary to receive  certain
          funds on  behalf  of  the  Company,  as  set  forth  herein.  The
          aggregate principal amount  of CP Notes  outstanding at any  time
          during the term of this Agreement shall not exceed  $500,000,000.
          Hereafter, at the written request of the Company if it so elects,
          you will  execute a  Letter of  Representations (the  "Letter  of
          Representations,"  which  term   shall  include  the   Procedures
          referred to therein)  with the Company  and The Depository  Trust
          Company ("DTC")  and a  Certificate  Agreement (the  "Certificate
          Agreement") with  DTC which  establish or  will establish,  among
          other things, the procedures to be followed by you in  connection
          with the  issuance  and  custody of  Book-Entry  CP  Notes.  This
          Agreement shall remain in effect from its date of execution until
          termination for all other CP Notes issued from this day forward.

                    This Agreement  will  govern your  rights,  powers  and
          duties as such depositary, issuing agent and paying agent for the
          CP Notes and no implied covenants  and obligations shall be  read
          into this Agreement or any other agreement against you.

                                     EXHIBIT 10.1
<PAGE>
                    1.   Appointment of Agent. 
                         --------------------
                    The  Company hereby  appoints you and you  hereby agree
          to act,  on the  terms and  conditions specified  herein  and  in
          the  Letter  of  Representations  and  Certificate  Agreement, as
          depositary  issuing  and paying  agent for  the  CP  Notes.   The
          CP Notes  will  be  sold  through  such  commercial paper dealers
          and/or  placement agents as  the   Company  shall  have  notified
          you  in  writing from time to time (collectively, the "Dealers").
          The  Dealers  currently are  Morgan Stanley  &  Co. Incorporated,
          Credit   Suisse  First   Boston, BancAmerica Securities, Inc. and
          Goldman,  Sachs  & Co. The Company shall notify you  of the names
          and addresses  of any  additional Dealers and shall notify you of
          the elimination of any Dealers.

                    2.   Supply of CP Notes.
                         ------------------
                    (a)  The Company will from time to time furnish to your
          department that handles commercial  paper (the "Commercial  Paper
          Department") located at  100 Wall Street,  Suite 1600, New  York,
          New York, an adequate  supply of CP Notes,  which shall be  Book-
          Entry CP Notes and/or  Certificated CP Notes,  as the Company  in
          its  sole   and   absolute  discretion   considers   appropriate.
          Certificated CP Notes shall be in substantially the form attached
          as Exhibit "A" to this Agreement, shall be serially numbered  and
          shall have been executed by manual  or facsimile signature of  an
          Authorized  Representative  (as  hereafter  defined),  but  shall
          otherwise  be   uncompleted.  Book-Entry   CP  Notes   shall   be
          substantially  in   the  forms   attached   to  the   Letter   of
          Representations and shall  be represented by  one or more  master
          notes ("Master Note" or "Master  Notes") which shall be  executed
          by manual or facsimile signature by an Authorized  Representative
          in accordance with the Letter of Representations .

                    (b)  Each Certificated CP Note or Master Note delivered
          to you  shall  be  accompanied  by  a  letter  from  the  Company
          identifying the Certificated  CP Note or  Master Note(s), as  the
          case may  be, transmitted  therewith, and  you shall  acknowledge
          receipt of such Certificated CP Note(s) or Master Note(s) on  the
          copy of such  letter or pursuant  to some other  form of  written
          receipt deemed appropriate by you at the time of delivery to  you
          of such Certificated  CP Note(s) or  Master Note(s). Pending  the
          issuance of  Certificated  CP  Notes as  provided  in  Section  4
          hereof, all Certificated CP Notes and Master Note(s) delivered to
          you shall be  held by your  Commercial Paper  Department for  the
          account  of  the  Company  or  DTC,  as  the  case  may  be,  for
          safekeeping in accordance  with your customary  practice and  the
          requirements of the Certificate Agreement.

                    3.   Authorized Representatives.
                         --------------------------
                    (a)  With the delivery of  this Agreement, the  Company
          is furnishing  to  you, and  from  time to  time  thereafter  may
          furnish to  you,  and shall  furnish  to you  upon  your  written
          request,   certificates   ("Incumbency   Certificates")   of    a
          responsible officer of the Company certifying the incumbency  and
          specimen  signatures  of  officers  or  agents  of  the   Company
          authorized to execute CP Notes on behalf of the Company by manual

                                     -2-
<PAGE>
          or facsimile signature and/or to  take other action hereunder  on
          behalf of the Company (each an "Authorized Representative"); such
          certificate shall also specify the names of employees of Dealers,
          if  any,  who  are  authorized  to  give  notices  and/or   issue
          instructions  to   you   as    provided    herein    (a   "Dealer
          Representative").  Until  you  receive  a  subsequent  incumbency
          certificate of the Company, you are entitled to rely on the  last
          such certificate delivered to you for purposes of determining the
          Authorized Representatives and Dealer Representatives. You  shall
          not have any responsibility to the  Company to determine by  whom
          or by what means a facsimile  signature may have been affixed  on
          the CP Notes,  or to determine  whether any  facsimile or  manual
          signature resembles the specimen signature(s) filed with you by a
          duly authorized officer of the Company.  Any CP Note bearing  the
          manual or facsimile signature  of a person  who is an  Authorized
          Representative on the  date such  signature is  affixed shall  be
          binding on the  Company after the  authentication thereof by  you
          notwithstanding that such  person shall have  died or shall  have
          otherwise ceased to hold his office  on the date such CP Note  is
          countersigned or delivered to you.

                    (b)  Upon your receipt of this Agreement, and from time
          to time thereafter as you choose, you shall deliver a certificate
          (a "Certificate of  Designation")  certifying the incumbency  and
          specimen  signatures  of  your  designated  signers  ("Designated
          Officers") who are authorized to receipt for and authenticate  CP
          Notes, and deliver CP  Notes. Until the  Company shall receive  a
          subsequent Certificate of  Designation, or  unless an  Authorized
          Representative shall have received written notice from you of the
          lack of authority of any individual, the Company may rely on  the
          last such Certificate of Designation delivered to it.

                    4. Completion; Authentication and Delivery of CP Notes.
                       ---------------------------------------------------
                    (a)  From  time  to  time  during  the  term  of   this
          Agreement and subject  to the terms  and conditions hereof,  upon
          your receipt of written, telecopy or telex instructions or notice
          transmitted directly to your computers or  in such manner as  you
          then employ  as your  normal business  practice, not  later  than
          12:30 p.m.,  New York  City  time, on  the  date of  issuance  of
          Certificated CP Notes, which shall be a day on which you are open
          for  business   (a   "Business   Day"),    from   an   Authorized
          Representative  or  a  Dealer  Representative  (in  the  case  of
          instructions from an  Authorized Representative, a  copy of  such
          instructions shall be sent to  the Dealer Representative by  said
          Authorized Representative)  you  shall  withdraw  the  respective
          Certificated CP Notes from safekeeping and in accordance with the
          instructions  so  received,   take  the   following  actions   in
          accordance with  such  instructions  with respect  to  each  such
          Certificated CP Note:

                                     -3-
<PAGE>
                         (i)  date each such Certificated CP Note the  date
                    of issuance thereof (which shall be a Business Day) and
                    insert the  maturity date  thereof (provided  that  the
                    Authorized  Representative  or  Dealer   Representative
                    shall ensure that such date is a Business Day and  that
                    it shall not  be more than  270 days from  the date  of
                    issue)  and  the   face  amount   (provided  that   the
                    Authorized Representative or the Dealer  Representative
                    shall ensure  that  such  face amount  is  $250,000  or
                    integral multiples of $1,000 in excess thereof) thereof
                    in figures;

                         (ii) authenticate (by  countersigning)  each  such
                    Certificated CP Note in the appropriate space  provided
                    thereon; and

                         (iii)     deliver  in  the  Borough  of  Manhattan
                    south of Chambers Street each such Certified CP Note to
                    the Dealer,  or the  consignee, if  any, designated  by
                    such Authorized Representative or Dealer Representative
                    for the  account  of  the  Dealer  against  payment  in
                    immediately available funds of the principal amount  of
                    such CP Note.
                    
                    (b)  In the case of Book-Entry  CP Notes, from time  to
          time during the term of this  Agreement and subject to the  terms
          and conditions hereof, upon your receipt of written, telecopy  or
          telex  instructions  or  notice  transmitted  directly  to   your
          computers or in such a manner  as you then employ as your  normal
          business practices, not later than 1:00 p.m., New York City  time
          on the date of issuance of Book-Entry CP Notes, which shall be  a
          Business Day,  from  an  Authorized Representative  or  a  Dealer
          Representative (in the  case of instructions  from an  Authorized
          Representative, a copy of such instructions shall be sent to  the
          Dealer Representative  by  said  Authorized  Representative)  you
          shall give issuance instructions  for the issuance of  Book-Entry
          CP Notes to DTC in a manner set forth in, and take other  actions
          as are  required  by,  the  Letter  of  Representations  and  the
          Certificate Agreement.  Instructions for  the issuance  of  Book-
          Entry CP Notes shall include the following information (given  in
          accordance with the instruction of the Authorized  Representative
          or Dealer Representative,  as the case  may be)  with respect  to
          each Book-Entry CP Note:

                         (i)  the date of  issuance of  such Book-Entry  CP
                    Note (which shall be a Business Day);

                         (ii) the maturity date of such Book-Entry CP  Note
                    (provided that the Authorized Representative or  Dealer
                    Representative  shall  ensure  that  such  date  is   a
                    Business Day and  that it shall  not be  more than  270
                    days from the date of issue); and

                                     -4-
<PAGE>
                         (iii)     the  face  amount  (provided  that   the
                    Authorized Representative or the Dealer  Representative
                    shall ensure  that  such  face amount  is  $250,000  or
                    integral multiples  of  $1,000 in  excess  thereof)  in
                    figures.

                    (c)  You shall  send a  report  (by telecopy  or  other
          means permitted hereunder) to the Company  on a monthly basis  of
          your issuance of  CP Notes under  this Section  4, including  the
          maturity date and face amount of each CP Note issued.

                    (d)  The Company  understands  that although  you  have
          been instructed to deliver CP Notes against payment, delivery  of
          CP Notes will, in  accordance with the  custom prevailing in  the
          commercial paper market,  be made  before receipt  of payment  in
          immediately available funds. Therefore, once you have delivered a
          CP Note to a Dealer or its agent as provided herein, the  Company
          shall bear the  risk that a  Dealer or its  agent fails to  remit
          payment for the CP  Note to you. You  shall have no liability  to
          the Company  for any  failure or  inability on  the part  of  the
          Dealer to make payment  for CP Notes.  Nothing in this  Agreement
          shall require you  to purchase  any CP  Note or  expend your  own
          funds for the purchase price of a CP Note or CP Notes.

                    (e)  Except as may otherwise be provided in the  Letter
          of Representations, if at any time  the Company instructs you  to
          cease issuing Certificated CP Notes and to issue only  Book-Entry
          CP Notes, you  agree that all  CP Notes will  be issued as  Book-
          Entry CP  Notes  and  that no  Certificated  CP  Notes  shall  be
          exchanged for  Book-Entry  CP Notes  unless  and until  you  have
          received written instructions  from an Authorized  Representative
          (any such instructions from a Dealer Representative shall not  be
          sufficient for this purpose) to the contrary.

                    (f)  It is  understood  that  you  are  not  under  any
          obligation  to  assess  or  review  the  financial  condition  or
          creditworthiness of  any  person  to or  for  whose  account  you
          deliver a CP  Note pursuant  to instructions  from an  Authorized
          Representative or Dealer Representative or to advise the  Company
          as to the results of any such appraisal or investigation you  may
          have  conducted  on  your  own  or  of  any  adverse  information
          concerning any such person that may in any way have come to  your
          attention.

                    (g)  It is understood that DTC may request the delivery
          of Certificated CP Notes in exchange for Book-Entry CP Notes upon
          the termination of DTC's services pursuant  to the DTC Letter  of
          Representations. Accordingly,  upon  such  termination,  you  are
          authorized to  complete  and  deliver Certificated  CP  Notes  in
          partial or complete substitution for  Book-Entry CP Notes of  the
          same face  amount and  maturity as  requested  by DTC.  Upon  the
          completion or  delivery of  any such  Certificated CP  Note,  you
          shall annotate  your  records  regarding  the  Master  Note  with
          
                                     -5-
<PAGE>
          respect to such  Book-Entry CP Notes  to reflect a  corresponding
          reduction in the  face amount  of the  outstanding Book-Entry  CP
          Notes.  Your   authority  to   so  complete   and  deliver   such
          Certificated CP Notes shall be irrevocable at all times from  the
          time a Book-Entry  CP Note  is purchased  until the  indebtedness
          evidenced thereby is paid in full.

                    (h)  If  you shall receive written,  telecopy or  telex
          instructions  (confirmed  in  writing  in  accordance  with  this
          Agreement) from the  Company not to  issue or  deliver CP  Notes,
          until  revoked  in  writing  or  superseded  by  further  written
          instructions from the Company, you shall not issue or deliver  CP
          Notes;  provided,   however,   that,   notwithstanding   contrary
          instructions from the Company. you  shall be required to  deliver
          CP Notes  in respect  of  agreements for  the  sale of  CP  Notes
          concluded   by   an    Authorized   Representative   or    Dealer
          Representative prior to receipt by the Authorized  Representative
          or Dealer Representative of notice of such instructions from  the
          Company,  which   the   Authorized   Representative   or   Dealer
          Representative shall be  required to  confirm to  you in  writing
          prior to  your delivery  of the  CP Notes.  For purposes  of  the
          preceding provision,  you may  rely on  written notice  given  or
          delivered to  you  by  an  Authorized  Representative  or  Dealer
          Representative as to whether  any particular CP  Notes are to  be
          issued in respect of such agreements concluded by such Authorized
          Representative or Dealer  Representative, and you  shall have  no
          obligation to make any other or further investigation.

                    5.   Proceeds   of    Sale    of    the    CP    Notes.
                         -------------------------------------------------
          Contemporaneously  with  the  execution  and  delivery  of   this
          Agreement, and  for  the purposes  of  this Agreement,  you  will
          establish  an   account  designated   as  the   Mirage   Resorts,
          Incorporated Note  Account  in  the  Company's  name  (the  "Note
          Account"). On each day on which a Dealer or its agent receives CP
          Notes (whether through the  facilities of DTC  in the manner  set
          forth  in  the  Letter  of  Representations  or  by  delivery  in
          accordance with the provisions  of this Agreement), all  proceeds
          received by you in connection with such sale shall be credited in
          immediately available funds  to the  Note Account.  From time  to
          time,  upon  written  instructions   received  by  you  from   an
          Authorized Representative,  you  agree  to  transfer  immediately
          available funds  from  the Note  Account  to any  bank  or  trust
          company in the United States for the Company's account.


                    6.   Payment of Matured CP Notes.
                         ---------------------------
                    (a)  By 1:00 p.m., New York City time, on the date that
          any CP Notes are scheduled  to  mature,  there  shall  have  been 
          transferred  to  you  for  deposit (or otherwise be) in the  Note
          Account immediately  available  funds  at  least  equal  to   the
          amount of CP Notes maturing on  such  date.  When any  matured CP
          Note is  presented to  you   for  payment  by the holder  thereof 
          (which may,  in  the  case  of  Book-Entry  CP  Notes held by you 
          pursuant to  the  Certificate Agreement, be DTC  or a  nominee of
          DTC), payment  shall  be  made  from  and  charged  to  the  Note 
          Account to  the extent of funds available  in said account.

                                     -6-
<PAGE>
                    (b)  Each CP Note  presented to you  for payment at  or
          prior to 3:00 p.m., New York City time, on any Business Day at or
          after the maturity date of such CP  Note shall be  paid by you on
          the same  day as  such presentation (or  if presented  after 3:00
          p.m., New  York  City time, on  any such  Business Day,  then  on
          the  next  succeeding  Business  Day)  to  the  extent  of  funds
          available  in  the  Note Account.

                    7.   Representations and Warranties of the Company. 
                         ---------------------------------------------
                    The Company hereby warrants and  represents to  you, and 
          each request to issue  CP Notes  shall  constitute  the  Company's
          continuing warranty  and representation, as follows:

                    (a)  This Agreement is, and  all CP Notes delivered  to
          you pursuant to this Agreement will be, duly authorized, executed
          and delivered by the Company.

                    (b)  The issuance and delivery of the CP Notes will not
          violate any state or federal law and the CP Notes do not  require
          registration under the Securities Act of 1933, as amended.

                    (c)  This Agreement constitutes and the CP Notes,  when
          completed, countersigned,  and  delivered pursuant  hereto,  will
          constitute, the Company's legal,  valid and  binding  obligation,
          enforceable against the Company  in accordance with their  terms,
          except as  such  enforceability  may be  limited  by  bankruptcy,
          insolvency,  reorganization,  moratorium  or  other  similar laws 
          affecting the  rights  of  creditors  generally  and  by  general 
          principles of equity.

                    (d)  The Company  is  a  corporation  validly  existing
          under  the  laws  of  Nevada  and  no  liquidation,  dissolution,
          bankruptcy, windup or  similar proceedings  have been  instituted
          with respect to the Company.

                    (e)  The Company  has, and  at all  relevant times  has
          had, all necessary corporate power  and   authority  to  execute,
          deliver  and  perform   this Agreement and to issue the CP Notes.

                    (f)  All actions on the part  of the Company which  are
          required for the authorization of  the  issuance  of the CP Notes
          and  for  the authorization, execution, delivery and  performance
          of  this Agreement  do not  require the  approval  or consent  of
          any  holder  or  trustee  of  any  indebtedness   or  obligations
          of the Company.

                    (g)  The issuance of CP Notes  by the Company (i)  does
          not and will  not contravene  any provision  of any  governmental
          law, regulation or rule applicable to the Company, and (ii)  does
          not  and  will  not  conflict  with,  breach  or  contravene  the
          provisions of any contract or  other instrument binding upon  the
          Company.

                                     -7-
<PAGE>
                    8.   Reliance on Instructions. 
                         ------------------------
                    Except as otherwise  set forth herein,  you shall incur
          no  liability to  the Company  in acting  hereunder   upon  tele-
          phonic   or   other   instructions  contemplated hereby which you
          reasonably  believed  in  good  faith  to  have been given  by an 
          Authorized  Representative  or  a  Dealer  Representative, as the 
          case  may be. In  the event  a  discrepancy exists  with  respect
          to   such  instructions,  the telephonic instructions as recorded
          by  you will  be deemed the  controlling and proper instructions,
          unless  such instructions are required by this Agreement to be in
          writing  or have not been recorded by  you as contemplated by the
          next  sentence.   It  is understood that  all telephonic instruc-
          tions shall be recorded  by you,  and the Company hereby consents
          to such recording.

                    9.   Cancellation of CP Notes.  
                         ------------------------
                    You will in due  course cancel Certificated  CP Note(s)
          presented for  payment and from time to time return such canceled
          Certificated  CP Notes to  the Company.   After  payment  of  any
          matured  Book-Entry  CP Note,  you shall annotate your records to
          reflect  the face amount of  Book-Entry CP  Notes  outstanding in
          accordance  with the  Letter  of Representations.  Promptly  upon
          the  written request  of  the Company, you  agree  to cancel  and
          return to  the Company all unissued Certificated CP Notes in your
          possession at the time  of such request.

                    10.  Notices; Addresses.
                         ------------------
                    (a)  All communications by or on behalf of the  Company
          or  a  Dealer,  by  telephone  or  otherwise,  relating  to   the
          completion, delivery  or payment  of the  CP  Note(s) are  to  be
          directed to your Commercial Paper Department.

                    (b)  Notices and other  communications hereunder  shall
          (except to the extent otherwise expressly provided) be in writing
          (which may be by facsimile) and shall be addressed as follows, or
          to such other address  as the party  receiving such notice  shall
          have previously specified to the party sending such notice:

                    if to the Company, at:

                         concerning the daily issuance of CP Notes:

                           Mirage Resorts, Incorporated
                           South Industrial Road
                           Las Vegas, Nevada 89109
                           Attention:  William T. Estes, Director of
                                       Investor and Lender Relations
                           Facsimile No.: (702) 792-4796
                           Telephone No.: (702)792-4844

                                     -8-
<PAGE>
                         concerning all other matters:

                           Mirage Resorts, Incorporated
                           Las Vegas Boulevard South
                           Las Vegas, Nevada 89109
                           Attention: General Counsel
                           Facsimile No.: (702) 791-5787
                           Telephone No.: (702) 791-7129

                    if to you at:

                         concerning the daily issuance of CP Notes:

                           First Trust of New York, National Association
                           100 Wall Street, Suite 1600
                           New York, New York 10005
                           Attention: Corporate Trust Administration
                           Facsimile No.: (212)809-5459
                           Telephone No.: (212) 361-2458

                         concerning all other matters:

                           First Trust of New York, National Association
                           l00 Wall Street, Suite 1600
                           New York, New York 10005
                           Attention: Steven E. Haas
                           Facsimile No.: (212)809-5459
                           Telephone No.: (212) 361-2458

                    (c)    In  any  case  where  it  is  provided  in  this
          Agreement that a copy of any instruction, demand or other  notice
          is to be delivered to a  Dealer, such copy shall be delivered  to
          the Dealer at the  address set forth below  by the same means  as
          the original thereof  shall have  been given,  provided that  the
          failure of  such  copy  to  be given  to  any  Dealer  shall  not
          invalidate or adversely affect the original thereof:

                           Dealers:

                              Morgan Stanley & Co. Incorporated
                              1585 Broadway, 2nd Floor
                              New York, New York 10036
                              Attention: Janice Murray
                              Facsimile No.: (212) 761-0780
                              Telephone No.: (212) 761-1123

                              Credit Suisse First Boston Corporation
                              11 Madison Avenue
                              New York, New York 10010
                              Attention: Helena M. Willner
                              Facsimile No.: (212) 325-8183
                              Telephone No.: (212) 325-7198

                                     -9-
<PAGE>
                              BancAmerica Securities, Inc.
                              555 California Street, 12th Floor
                              San Francisco, California 94104
                              Attention: Christopher Piron
                              Facsimile No.: (415) 622-3429
                              Telephone No.: (415) 622-5298

                              Goldman, Sachs & Co.
                              85 Broad Street
                              New York, New York 10004
                              Attention: David S. Keller
                              Facsimile No.: (212) 902-0683
                              Telephone No.: (212)902-3693

          Notices shall be  deemed delivered when  received at the  address
          specified above. For purposes of this Section 10, "when received"
          shall mean actual receipt (i) of an electronic communication by a
          telex machine,  telecopier or  issuance  system specified  in  or
          pursuant to this Agreement; or (ii)  of an oral communication  by
          the person specified in or pursuant  to this Agreement; or  (iii)
          of a written communication hand-delivered at the office specified
          in or pursuant to this Agreement.

                    11.  Liability.  
                         ---------
                    Neither   you  nor  your  officers, employees or agents
          shall be liable  for  any act  or  omission  hereunder, except in
          the  case of gross negligence or  willful misconduct as described
          in Section  12 herein.  Your duties  and obligations and those of
          your  officers and  employees shall  be determined by the express
          provisions of  this  Agreement,  the Letter  of   Representations
          and the Certificate   Agreement (including the documents referred
          to  therein),  and you and  your officers, employees  and  agents
          shall be  responsible  for  the performance  of  only such duties
          and   obligations  as   are specifically  set  forth  herein  and
          therein,  and  no  implied covenants shall be  read into any such
          document  against you  or your  officers,  employees  or  agents.
          Neither  you  nor   your officers, employees  or agents  shall be
          required to  ascertain whether any issuance or sale of CP Note(s)
          (or any amendment or termination of this Agreement) has been duly
          authorized or is in compliance with any  other agreement to which
          the  Company  is  a party (whether or not you are a party to such
          other agreement).

                    12.  Indemnity. 
                         ---------
                    The  Company  hereby  agrees to indemnify and hold you,
          your employees  and any  of your  of officers and agents harmless
          from and against, and  you shall  not be  liable for, any and all
          losses,  liabilities  (including  liabilities   for   penalties),
          actions, suits, judgments, demands, damages,  costs and  expenses
          of  any  nature   (including,  without  limitation, interest  and
          reasonable  attorneys' fees,  expenses,  and  the allocable costs
          of   in-house legal  services) arising  out of  or resulting from
          the exercise of your rights and/or the performance of your duties
          (or  those  of  your  agents and  employees) hereunder; provided,
          however,  that  the  Company shall  not  be  liable  to indemnify
          
                                    -10-
<PAGE>
          or  pay  you  with  respect to any loss, liability, action, suit,
          judgment, demand, damage, cost or expense that results from or is
          attributable  to  your  gross negligence or willful misconduct or
          that of  your officers or  employees.   The  foregoing  indemnity
          includes, but is not limited to,  any action taken or omitted  to
          be taken by  you upon telex,  telephonic or other  electronically
          transmitted instructions  (authorized  herein)  received  by  you
          from, or believed by you in good faith to have been given by, the
          proper person or persons. The provisions of this Section 12 shall
          survive (i) your  resignation or removal  hereunder and (ii)  the
          termination of this Agreement.

                    13.  Termination.
                         -----------
                    (a)  This Agreement may  be terminated at  any time  by
          either you or the Company by 30 days' prior written notice to the
          other, provided that you agree to continue acting as issuing  and
          paying agent hereunder until such time as your successor has been
          selected and has entered  into an agreement  with the Company  to
          that effect.  Such termination  shall not  affect the  respective
          liabilities of  the  parties  hereunder  arising  prior  to  such
          termination. The Issuing and Paying Agency Agreement between  the
          Company,  THE   MIRAGE  CASINO-HOTEL,   Treasure  Island   Corp..
          Bellagio, GNLV, CORP. and MH, INC., as issuers, on the one  hand,
          and you,  as successor  issuing and  paying agent,  on the  other
          hand, dated  November 13.  1995  (the "Prior  Agreement"),  shall
          terminate upon the  payment of all  CP Notes (as  defined in  the
          Prior Agreement) outstanding upon execution of this Agreement  by
          the Company and you, except that the provisions of Section 12  of
          the Prior  Agreement shall  survive such  termination.  Following
          execution of this Agreement by the  Company and you, no CP  Notes
          (as defined in  the Prior Agreement)  shall be  issued under  the
          Prior Agreement.

                    (b)  If no successor has been appointed within 30 days,
          you shall  have  the  right to  petition  a  court  of  competent
          jurisdiction for  the  appointment  of a  successor  issuing  and
          paying agent. You shall be reimbursed for any and all  reasonable
          expenses in connection with any such petition and appointment.

                    (c)  Subject to the terms of Section 9, on the Business
          Day following  the date  of termination  of this  Agreement,  you
          shall destroy all  Certificated CP Notes  in your possession  and
          shall transfer to the Company all funds, if any, then on  deposit
          in the Note Account. You shall promptly notify the Company of all
          Certificated CP Notes so destroyed.

                    14.  Amendments and Modifications.
                         ----------------------------
                    No  amendment, modification or waiver  of any provision
          of this  Agreement,  nor  any consent to any departure by  either
          party from any  provision hereof binding upon  such party,  shall
          be  effective unless  the same shall be in writing and signed  by
          the other party hereto.

                                    -11-
<PAGE>
                    15.  Binding Effect; Assignment.  
                         --------------------------
                    This Agreement  shall be binding upon and inure to  the
          benefit of  the  parties  hereto,  their  respective  successors,
          including  successors by merger,  and assigns; provided, however,
          that no party hereto may assign any of its rights  or obligations
          hereunder, except  with  the  prior  written consent of the other
          party hereto.

                    16.  GOVERNING LAW.
                         -------------
                    (a)  THIS AGREEMENT SHALL BE GOVERNED BY AND  CONSTRUED
          IN ACCORDANCE WITH THE LAWS OF  THE STATE OF NEW YORK  APPLICABLE
          TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK.

                    (b)  Each party irrevocably and unconditionally submits
          to the exclusive jurisdiction of the United States Federal courts
          located in the Borough of Manhattan  and the courts of the  State
          of New York located in the Borough of Manhattan.

                    17.  Execution in Counterparts.  
                         -------------------------
                    This  Agreement  may  be  executed  in  any  number  of
          counterparts;  each  counterpart, when so executed and delivered,
          shall be deemed to be an original; and all of which counterparts,
          taken together, shall constitute  one and the same agreement.

                    18.  Headings. 
                         --------
                    Section  headings used  in this  Agreement are for con-
          venience of reference only and  shall not affect the construction
          or interpretation of this Agreement.

                    19.  Compensation and Expenses.  
                         -------------------------
                    The  Company shall  pay you from time to time following
          the execution of this  Agreement  compensation  for all  services
          rendered by you hereunder as agreed upon by the  Company.  To the
          extent not  inconsistent with  such  agreement, the Company shall
          reimburse  you  upon  your  request  for all reasonable expenses,
          disbursements and advances incurred or made by you in  accordance
          with any  provision of this  Agreement (including the  reasonable
          compensation and  the  expenses and disbursements of your agents,
          counsel  and  allocated  costs  of  in-house  counsel) except any
          expense or disbursement  attributable to your gross negligence or
          willful misconduct.

                    20.  Miscellaneous.
                         -------------
                    (a)  No provision of this  Agreement shall require  you
          to risk your own funds or otherwise incur any financial liability
          in the performance  of any  of your  duties hereunder  or in  the
          exercise of any of your rights and powers hereunder.

                                    -12-
<PAGE>
                    (b)  You may consult with legal counsel, and any advice
          or written opinion  of such counsel  shall be  full and  complete
          authorization and  protection in  respect  of any  action  taken,
          suffered or omitted  to be taken  by you, in  the absence of  bad
          faith, gross negligence  or willful misconduct  on your part,  in
          reliance on such advice or opinion.
                    
                    (c)  You make no representation  as to, and shall  have
          no responsibility for, the correctness  of any statement made  by
          or on behalf  of the  Company contained  in, or  the validity  or
          sufficiency of, this  Agreement or any  documents or  instruments
          referred to in this Agreement (with respect to the Company) or as
          to or for the validity or collectibility of any obligation of the
          Company  contemplated  by  this  Agreement.  You  shall  not   be
          accountable  for  the  use  or  application  by  any  person   of
          disbursements  properly  made  by  you  in  conformity  with  the
          provisions of this Agreement.

                    (d)  You may rely and shall be protected in acting upon
          any document or writing presented to you hereunder and reasonably
          believed by  you  to be  genuine  and  to have  been  signed  and
          presented by an authorized person or persons.

                    If the foregoing is acceptable to you, please  indicate
          your agreement therewith by signing  one or more counterparts  of
          this Agreement in  the space provided  below, and returning  such
          signed counterpart(s) to the Company, whereupon this letter, when
          signed by you and  the Company, will  become a binding  agreement
          between us.


          MIRAGE RESORTS, INCORPORATED


          By:    DANIEL R. LEE
                 -----------------------
                 Daniel R. Lee
                 Chief Financial Officer


          Agreed to and Accepted this 24th day of July, 1997.


          FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
          as Issuing and Paying Agent


          By:    STEVEN E. HAAS
                 -----------------------
          Name:  Steven E. Haas
          Title: Trust Officer
                     
                                     -13-