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                                                                   EXHIBIT 10(o)
              CLAIMS PROCESSING AND MANAGED CARE SERVICES CONTRACT

         This Claims Processing and Managed Care Services Contract (the
"Agreement") is made this 1st day of June, 2001 by and between Fitzgeralds
Gaming Corporation on behalf of itself and each of its operating subsidiaries:
Fitzgeralds Mississippi, Inc., Fitzgeralds Reno, Inc., Fitzgeralds Las Vegas,
Inc., and 101 Main Street, LLC. (hereinafter, collectively, "Fitzgeralds" or
"Client"), and Meritage Employer Services, LLC (hereinafter "Company").

                                    RECITALS

         WHEREAS the Client has adopted the Self-Funded Employer Benefit Plan
(as attached hereto as Exhibit 2) (hereinafter "Benefit Plan") for the purpose
of providing benefits under its ERISA plan for certain of its employees and
their dependents; and

         WHEREAS benefits payable under the provisions of the Benefit Plan
constitute liabilities of the Client; and

         WHEREAS the Client wants the Company to furnish services necessary in
the administration of certain aspects of the Benefit Plan; and

         WHEREAS the Company is willing to provide such services in accordance
with the terms of this Agreement.

         NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is agreed as follows:

                                    AGREEMENT

I. EFFECTIVE DATE AND TERM OF AGREEMENT

         The term of this Agreement shall commence on the 1st day of June, and,
subject to the good faith negotiations set forth in Section V below, will remain
in effect until resolution of all claims asserted in the Fitzgeralds bankruptcy
cases currently pending or against any Fitzgeralds liquidating trust or similar
entity formed to effectuate the liquidation of Fitzgeralds, unless this
Agreement is terminated by either party pursuant to the termination provision
contained herein.

II. COVERAGE AND BENEFITS ADMINISTRATION

         The benefits to be administered are set forth in the Employee Benefit
Plan (the "Benefit Plan"), a copy of which is attached hereto as Exhibit 2. Such
services are for the Client's eligible employees and their family members
(hereinafter referred to as "Plan Participants") enrolled in the Benefit Plan.

SPECIAL SERVICES TO BE PROVIDED BY THE COMPANY

         Company shall provide special administrative services to the Client for
Plan Participants enrolled in the Benefit Plan. The special administrative
services to be provided for Client by Company and the fees for such services are
specified in Exhibit 3.


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III. COMPENSATION INVOICING AND DEPOSIT

         The basis for compensation of the Company, per NRS 683A.0883, is the
number of insured members, which has been agreed upon by the Company and the
Client. This compensation is not based on:

         (a)  The claim experience of the policies handled; or

         (b)  The savings realized by Company by adjusting, settling or paying
              the losses covered by an insurer.

         Upon execution of this Agreement and prior to the effective date of
services being rendered, the Client shall pay a deposit in advance, in the
amount of $26,000. Client shall pay Meritage annualized contracted fees prorated
monthly and payable in advance on the first day of the month for services to be
rendered that month as set forth in Exhibit 1 ("Contracted Fees").

         Exhibit 1 provides the monthly fees per covered employee (fees are not
charged for family members, because they are based on employee units for
services rendered). See Exhibit 1 for details of aggregate annual costs for all
properties, based on specified conditions of approval. Should termination of
this Agreement occur prior to twelve (12) full months of service, there shall
not be any refund of fees. Should the Agreement continue for more than twelve
(12) months, and the aggregate of all property contracted standard service fees
for all subsidiaries is exceeded, then the Client shall remit additional fees at
the rates listed in Exhibit 1.

         If the aggregate contracted fee level for all categories is not
expended based on number of employees covered and services performed, at the end
of twelve (12) months, Meritage will remit any overpayment back to the Client.
The Client may also have any overpayment offset against fees for ongoing
services. Client shall have general rights of offset and recoupment with respect
to all amounts payable under this Agreement and the other Risk Management
Contracts (hereinafter defined).

FEE DUE DATE AND PAYMENTS

         A. If such payment is not made in full by Client on or prior to the fee
         due date, a thirty (30) day grace period shall be granted to Client for
         payment without interest charged. Fees outstanding subsequent to the
         end of the grace period shall be subject to a late penalty charge of
         one and one-half percent (1.5%) of the total fee amount due calculated
         for each thirty (30) day period or portion thereof the amount due
         remains outstanding.

         B. If the Agreement is terminated for any reason, Client shall continue
         to be held liable for all fee payments due and unpaid prior to the date
         of termination.

IV. FEE ADJUSTMENTS

         In the event that an employee enrolls in the Benefit Plan after the
first day of a month, no fee shall be due to Company for that month. However, if
an Employee dis-enrolls from the Benefit Plan after the first day of a month, a
full months fee shall be due to Company for that month.


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V. FEE SCHEDULE CHANGES

         The fee schedule (as shown in Exhibit 1) is subject to three percent
(3%) annual increase on each anniversary of this Agreement, Further, the parties
hereby agree to engage in good faith negotiations to make reasonable adjustments
to the fees payable hereunder during the sixty (60) day period prior to each
sale of an operating subsidiary (or substantially all its assets) and during the
sixty (60) days prior to the consummation of any plan that would assign this
Agreement to any reorganized Fitzgeralds or any liquidating trust or similar
entity formed in Fitzgeralds' currently pending bankruptcy cases.

VI. ELIGIBILITY

         Eligible employees and all eligible family members shall be those
persons who meet the criteria set forth in the Benefit Plan (see Exhibit 2).

VII. MEMBER EFFECTIVE DATES

         Subject to Client's payment of applicable monthly fees, and other
provisions of the Agreement, the special services to be provided under the
Agreement shall become effective for Plan Participant(s) as set forth in the
Benefit Plan.

VIII. INELIGIBLE MEMBERS

         If, upon a Plan Participant becoming ineligible, Client fails to notify
the Company of such Plan Participant's ineligibility and Client has made or
continues to make the fee payments specified herein for such Plan Participant,
such fee payment(s) will be credited by the Company to the Client, provided the
Client gives the Company notice of the ineligibility no later than sixty (60)
days after the date eligibility ceased and the Company has not paid claims for
services for the Plan Participant after the member's eligibility ceased and
before the Company received timely notice of ineligibility. In no event will
fees be refunded or credited to Client for any period prior to sixty (60) days
from the date the Company is notified that a Plan Participant was ineligible.

IX. SCOPE OF RELATIONSHIP

         A. The Company shall be entitled to rely, to the extent reasonable,
         upon any written or oral communication of the Client, and the agents
         and employees thereof, which are believed by the Company to be genuine
         and to have been presented by a person having the apparent authority to
         do so.

         B. The Agreement is between the Company and Client and does not create
         any rights or legal relationships between the Company and any of the
         Plan Participants or beneficiaries under the Benefit Plan.

X. RESPONSIBILITIES OF THE CLIENT

         A. Furnish to the Company on a monthly basis, on Company approved
         forms, by electronic transmission, or via the internet, such
         information as might reasonably be required by the Company for the
         administration of the program and coverage provided hereunder,
         including any change in a Plan Participant's eligibility status. In
         addition, the Company may, at reasonable times, examine Client's
         records or Benefit Plan's pertinent records to verify eligibility
         listings and fee payments hereunder.


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         B. Distribute to Plan Participants and Providers at Client's expense,
         if agreed upon in advance and included in administration cost, such
         notices, identification cards, and any other materials as may be
         reasonably requested by Company.

         C. Furnish all membership change notifications to the Company on forms
         approved by the Company, or via Internet access to MemberLink, if
         applicable.

         D. Fund covered medical, dental, pharmacy or vision claims for
         terminated Plan Participants with dates of service within the period
         where administrator has not been notified of the employee's termination
         with the Company.

         E. Be the final arbiter as to the interpretation of the Benefit Plan
         (Exhibit 2), and as to the payment of benefits thereunder. Company
         shall advise and consult with the Client when an extraordinary benefit
         matter arises under the Benefit Plan.

         F. Client agrees to indemnify and hold harmless the Company from any
         lawsuit brought to recover a benefit alleged to be payable under the
         Plan, where Client directed the Company in writing not to pay the claim
         for such benefit, contrary to the written recommendation of the Company
         that such claim was covered under both the terms of the Plan and the
         Client's stop-loss coverage. Company agrees to indemnify, defend and
         hold Client harmless from all claims, demands, costs, fees (including
         reasonable attorneys' fees), judgments and liability asserted against
         Client by a third party, which arises out of the negligence, gross
         negligence or willful misconduct of the Company in the performance or
         non-performance of this Agreement.

         G. If the Client chooses to have drugs paid through the Prescription
         Drug Program, Client agrees to pay any and all covered prescription
         charges for valid covered members of the plan for prescriptions
         dispensed in connection with the operation of the Prescription Drug
         Program within fifteen (15) days after receipt of Prescription Drug
         invoice.

         H. Bill negotiation service is included service provided to the Client.
         Client agrees to use Company as its exclusive negotiator of savings
         discounts with each Non-Network Provider on a per case basis for health
         care services and benefits to which Plan Participants are entitled
         under the terms of the applicable Employee Benefits Plan.

                  i.    On each business work day Company is to provide
                        information listing each Non-Network Provider Case for
                        which Company is to negotiate a savings discount.

                  ii.   Client agrees to pay claims, in accordance with the
                        terms negotiated by the Company, and agreed to in
                        advance with each Non-Network Provider.

         I. To implement the Plan, Client will establish a special account at a
         financial institution to be selected at the sole discretion of the
         Client. Benefits under the Plan will be paid by checks drawn by the
         Company against that special account. Client funds in the special
         account shall, to the fullest extent permitted by law, be and remain
         assets of the Client and not the Plan.

         J. Client will make deposits into the special bank account of such
         amounts and at such intervals as required to discharge the Client's
         liabilities under the Benefit Plan.

         K. The identification of the special bank account, the nature and
         frequency of reports on the activity of the account, details regarding
         the mechanics of processing individual checks drawn against the account
         and information to appear on such checks, and the retention of


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         accepted checks, will be implemented by agreement between Client, the
         Company, and the financial institutions selected.

         L. During the term of this Agreement, Client will provide the Company
         with the statistical information reasonably necessary for the
         administration of the Plan in accordance with the provisions of this
         Agreement. This information will be provided in such form and at such
         intervals as are acceptable to the Client and the Company.

         M. The Client shall establish and maintain a procedure by which the
         Plan Participant has an opportunity to appeal a denied claim to the
         Employee Benefit Plan. The procedure shall include the following
         provisions:

                           1.    The Plan Participant will have sixty (60) days
                                 after receipt of written notification of denial
                                 of a claim to request review of the decision.

                           2.    A decision will be made upon sixty (60) days
                                 from receipt by the Employee Benefit Plan for a
                                 request for review, unless special
                                 circumstances require an extension of time for
                                 processing, in which case a decision shall be
                                 rendered as soon as possible, but not later
                                 than one hundred twenty (120) days after
                                 receipt of a request for review.

                           3.    The decision on review shall be in writing and
                                 shall include specific reasons for the
                                 decision, including specific references to the
                                 pertinent Plan provisions on which the decision
                                 is based.

                           4.    Requests for appeal which do not comply with
                                 this procedure and time limitations will not be
                                 considered, except in cases of extraordinary
                                 circumstances.

XI. DUTIES OF THE COMPANY

         A.       Administrative Services

                  a.    Prepare and furnish the following reports summarizing
                        the financial experience of the Plan:

                           1.    Bi-weekly or weekly summary of checks drawn,
                                 dependent on the Client's selection of interval
                                 for check printing.

                           2.    Monthly listing of checks drawn, amount of
                                 checks voided, refunds and checks paid.

                           3.    Monthly and annual summaries of checks not
                                 presented for payment, including checks that
                                 were canceled.

                           4.    Annual claim totals by line of coverage.

                  b.    Assist in the preparation of Schedule A of IRS Form 5500
                        requirements.

                  c.    Assist in establishing banking arrangements to provide
                        for the payment of benefits under the Plan. Client is
                        required to furnish their own account for payment of
                        benefits. Should this not be accomplished, and a
                        fiduciary account be necessary per NRS 683A.0877,
                        withdrawals be will handled per the following:


                                  Page 5 of 20
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                           1.    All insurance charges and premiums collected by
                                 the Company on behalf of an insurer and return
                                 premiums received from an insurer are held by
                                 the administrator in a fiduciary capacity.

                           2.    Money must be remitted within fifteen (15) days
                                 to the person or persons entitled to it, or be
                                 deposited within fifteen (15) days in one or
                                 more fiduciary accounts established and
                                 maintained by the administrator in a bank,
                                 credit union or other financial institution in
                                 Nevada. The fiduciary accounts must be separate
                                 from the personal or business accounts of the
                                 administrator.

                           3.    If charges or premiums deposited in an account
                                 have been collected for or on behalf of more
                                 than one insurer, the Company shall cause the
                                 bank, credit union or other financial
                                 institution where the fiduciary account is
                                 maintained to record clearly the deposits and
                                 withdrawals from the account on behalf of each
                                 insurer.

                           4.    The Company shall promptly obtain and keep
                                 copies of the records of each fiduciary account
                                 and shall furnish any insurer with copies of
                                 the records which pertain to him upon demand of
                                 the insurer.

                           5.    The Company shall not pay any claim by
                                 withdrawing money from his fiduciary account in
                                 which premiums or charges are deposited.

                           6.    Withdrawals must be made as provided in the
                                 agreement between the insurer and the Company
                                 for:

                                    (a)  Remittance to the insurer.

                                    (b)  Deposit in an account maintained in the
                                         name of the insurer.

                                    (c)  Transfer to and deposit in an account
                                         for the payment of claims.

                                    (d)  Payment to a group policyholder for
                                         remittance to the insurer entitled to
                                         the money.

                                    (e)  Payment to the Company of his
                                         commission fees or charges.

                                    (f)  Remittance of return premiums to
                                         persons entitled to them.

                           7.    The Company shall maintain copies of all
                                 records relating to deposits or withdrawals
                                 and, upon the request of an insurer, provide
                                 the insurer with copies of those records.

                  d.    Prepare and maintain standard administrative manuals for
                        benefits enrollment and administration.

                  e.    At the Client's expense, subject to the Client's review
                        and prior approval, arrange for and provide the printing
                        of special forms utilized in connection with the
                        administration of the Plan. In addition, at the Client's
                        request provide for


                                  Page 6 of 20
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                        Internet access and customization of Internet site for
                        Client's Plan Participants, providers, and for
                        enrollment and membership changes.

                  f.    The Company agrees to generate and analyze appropriate
                        utilization reports, (refer to Managed Care Special
                        Services Agreement); otherwise information from another
                        utilization review organization can either be entered
                        into our system or transmitted electronically, which
                        will be maintained in the ordinary course of business,
                        on a quarterly or monthly basis as requested for the
                        benefit of Client, or if so directed, a broker or Client
                        involved with the Benefit Plan.

                  g.    Establish and maintain a record-keeping system
                        concerning the services to be performed hereunder as per
                        NRS 683A.0873, which requires:

                           1.       The Company shall maintain at its principal
                                    office adequate books and records of all
                                    transactions between the Company, the
                                    insurer and the insured. The books and
                                    records must be maintained in accordance
                                    with prudent standards of record keeping for
                                    insurance and with regulations of the
                                    commissioner for a period of five (5) years
                                    after the transaction to which they
                                    respectively relate. After the five (5) year
                                    period, the Company may remove the books and
                                    records from the state, store their contents
                                    on microfilm or return them to the
                                    appropriate insurer.

                           2.       The commissioner may examine, audit and
                                    inspect books and records maintained by the
                                    Company under the provisions of this section
                                    to carry out the provisions of NRS 679B.230
                                    to 679B.300, inclusive.

                           3.       The names and addresses of insured persons
                                    and any other material, which is in the
                                    books and records of the Company are
                                    confidential except when used in proceedings
                                    against the Company.

                           4.       The insurer may inspect and examine all
                                    books and records to the extent necessary to
                                    fulfill all contractual obligations to
                                    insured persons, subject to restrictions in
                                    the written agreement between the insurer
                                    and Company.

                           All such records shall be available for inspection by
                  Client at any time during normal business hours at the offices
                  of the Company in Reno, Nevada, upon at least five (5) working
                  days notice to the Company. Copies can be made available of
                  any information that is permissible under HIPPA, which
                  outlines the patient privacy and medical record
                  confidentiality protection.

                  h.    An administrator may advertise the insurance, which he
                        administers, only after he receives the approval of the
                        insurer who underwrites the business involved. (See NRS
                        683A.087)

                  i.    Upon request by Client, the Company will participate in
                        educational presentations to Employees and COBRA
                        participants and provide a representative (bi-lingual)
                        to assist with the presentation.

                  j.    Provide certificate of coverage to Plan Participants who
                        lose coverage under the Plan during the term of this
                        Agreement in compliance with COBRA and the


                                  Page 7 of 20
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                        Health Insurance Portability and Accountability Act of
                        1996, as it amended ERISA.

                        Accept certificate of prior credible coverage from Plan
                        Participants and credit prior creditable coverage
                        against the pre-existing limitation period in the
                        Company's Plan, if any, in accordance with HIPAA, as it
                        amended ERISA. The Company will make its best efforts to
                        determine the validity of prior coverage, but will not
                        be liable to the Client, or to any person or entity, for
                        action taken, or coverage credited, based upon a
                        certificate which is later determined to be false,
                        fraudulent, or erroneous.

         B.       Technical Services

                  a.    Furnish an estimate of the open and unreported claim
                        liability at the close of each twelve (12) month period.

                  b.    Furnish annually an estimate for budget purposes of
                        claim costs and fees for the following twelve (12) month
                        Period.

         C.       Claim Services

                  a.    Furnish assistance in the development of procedures to
                        be followed for verification of employee and dependent
                        coverage and for submission of claims.

                  b.    Provide standard forms necessary for submission and
                        processing of claims. At the request of Client and at
                        Client's cost, prepare and furnish specially designed
                        claim forms.

                  c.    Evaluate claims submitted, including professional
                        evaluation by the Company's Medical Adjudication
                        Department when required.

                  d.    Compute the amounts of benefits, and prepare and furnish
                        to each Employee a statement of explanation of benefits
                        (EOB).

                  e.    Issue checks in payment of approved claims within a
                        timely manner in compliance with any statutory
                        requirements, to include both state and federal
                        regulations.

                  f.    Maintain and update statistical data that will enable
                        the Client to direct the Company to administer the
                        Plan's "eligible medical expenses" fee basis for benefit
                        payment.

                  g.    Make an examination of charges for medical services that
                        appear excessive and when appropriate, discuss disputed
                        charges for medical services that appear excessive with
                        providers of those services.

                  h.    Provide utilization review for appropriate authorization
                        in connection with the payment of benefits for medical
                        services, if the Plan requires, as a condition of
                        payment.

                  i.    When applicable, determine the amount of Plan benefits
                        payable, if any, when a claimant is eligible for
                        Medicare benefits.


                                  Page 8 of 20
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                  j.    Each claim paid by the administrator from money
                        collected for or on behalf of an insurer must be paid by
                        a check or draft upon and as authorized by the insurer.
                        (See NRS 683A.088)

                  k.    Generate 1099 reports to the Internal Revenue Service
                        and send separate statements to providers of medical
                        services furnishing information as required by the
                        Internal Revenue Code and Regulations thereunder
                        regarding amounts paid to these providers of medical
                        services.

                  l.    Maintain levels of claim processing performance in
                        conformance within the following standards:

                                    1.      Turnaround time on ninety percent
                                            (90%) of all claims not to exceed
                                            state law;

                                    2.      Financial accuracy of ninety-eight
                                            percent (98%) (dollars paid);

                                    3.      Procedural payment accuracy of
                                            ninety-five (95%); which includes
                                            compliance with the Plan Document,
                                            Managed Care Program, and Medical
                                            Adjudication at an accuracy level of
                                            ninety-seven (97%). Should these
                                            levels not be met, the Company has
                                            thirty (30) days to bring
                                            performance back to these levels,
                                            during this thirty (30) day period,
                                            the Client will receive a five
                                            percent (5%) discount on fees.

                  m.    Make payment of claims per NRS 683A.0879 for claims
                        relating to health insurance coverage, which provides:

                           1.       Except as otherwise provided in subsection
                                    2, the Company shall approve or deny a claim
                                    relating to health insurance coverage within
                                    thirty (30) days after the Company receives
                                    the claim. f the claim is approved, the
                                    Company shall pay the claim within thirty
                                    (30) days after it is approved. If the
                                    approved claim is not paid within that
                                    period, the Company shall pay interest on
                                    the claim at the rate of interest
                                    established pursuant to NRS 99.040 unless a
                                    different rate of interest is established
                                    pursuant to an express written contract
                                    between the Company and the provider of
                                    health care. The interest must be calculated
                                    from thirty (30) days after the date on
                                    which the claim is approved until the claim
                                    is paid.

                           2.       If the Company requires additional
                                    information to determine whether to approve
                                    or deny the claim, the Company shall notify
                                    the claimant of the request for the
                                    additional information within twenty (20)
                                    days after he receives the claim.

                           3.       The Company shall notify the provider of
                                    health care of all the specific reasons for
                                    the delay in approving or denying the claim.
                                    The Company shall approve or deny the claim
                                    within thirty (30) days after receiving the
                                    additional information.

                           4.       If the claim is approved, the Company shall
                                    pay the claim within thirty (30) days after
                                    it receives the additional information. If
                                    the approved claim is not paid within that
                                    period, the Company shall pay interest on
                                    the claim in the manner prescribed in
                                    subsection 1.


                                  Page 9 of 20
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                           5.       The Company shall not request a claimant to
                                    resubmit information that the claimant has
                                    already provided to the Company, unless the
                                    Company provides a legitimate reason for the
                                    request and the purpose of the request is
                                    not to delay the payment of the claim,
                                    harass the claimant or discourage the filing
                                    of claims.

                           6.       The Company shall not pay only part of a
                                    claim that has been approved and is fully
                                    payable.

                           7.       A court shall award costs and reasonable
                                    attorney's fees to the prevailing party in
                                    an action brought pursuant to this section.

                  n.    Notify claimants of declined claims and the reason of
                        the declination using the following guidelines:

                        If claim is wholly or partially denied, the Company
                        shall furnish notice of the decision to the Plan
                        Participant within thirty (30) days after receipt of the
                        claim. Company will provide to every Plan Participant
                        who is denied a claim for benefits written notice
                        setting forth in a manner calculated to be understood by
                        the Plan Participant the following:

                           1)       The specific reason or reasons for denial;

                           2)       Specific reference to pertinent Plan
                                    provisions on which the denial is based;

                           3)       A description of any additional material or
                                    information necessary for the Plan
                                    Participant to perfect the claim and an
                                    explanation of why such material or
                                    information is necessary; and

                           4)       Appropriate information as to the steps to
                                    be taken if the Plan Participant wishes to
                                    submit his or her claim for review.

                  o.    Administer the coordination of benefits provisions
                        pursuant to the Coordination of Benefits provisions of
                        the Benefit Plan.

                  p.    To the extent permitted by law and when the claimant has
                        furnished an appropriate authorization if required by
                        law, furnish to the Client copies of explanation of
                        benefits for claims paid and prepared for claimants, or
                        provide access to the website thru the Company to
                        provide a copy of any worksheets as requested. Also, the
                        Client may access "StatusLink" for verification of any
                        claims paid. Reprints can be obtained through the
                        Internet.

                  q.    At the request of the Client and at Client's expense,
                        provide special claim reports, which require
                        programming, otherwise reports will be provided at no
                        additional expense.

                  r.    At the request of the Client and at Client's expense,
                        participate in plan adjustments due to mergers,
                        spin-offs, and extensions.

                  s.    Perform claims submission to excess loss or stoploss
                        carrier as outlined in the agreement between the Client
                        and the excess risk or stoploss carrier.


                                 Page 10 of 20
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                  t.       If any injury or illness is caused by any third party
                           and the Plan Participant has a right to recover
                           damages from that third party, the following
                           procedures will be followed by the Company:

                           1.       Company will send the Plan Participant a
                                    letter to be signed by the Plan Participant
                                    notifying them of their obligation to
                                    reimburse the Plan if he/she receives
                                    payment for medical services and supplies
                                    from a third party suit or settlement. The
                                    Company may recommend the Client implement
                                    additional language to change the method of
                                    handling third party claims, which puts the
                                    Plan as a secondary payor after the third
                                    party has either paid or denied liability.

                           2.       The Company, acting on behalf of the Client,
                                    will actively seek recovery from the Plan
                                    Participant or third party until all
                                    recourses except legal action have been
                                    exhausted. The Company may be requested by
                                    the Client to initiate court proceedings to
                                    collect any such funds.

                           3.       Once reimbursement is obtained, the Company
                                    will provide it to the Client for deposit in
                                    the Plan's fund.

                  u.    Recoveries of overpayments to plan participants,
                        providers, etc., will be attempted only for claim
                        payments of $10 or above. Company shall have no
                        responsibility for such overpayments.

                  v.    Meritage will be solely responsible for complying with
                        all ERISA provisions applicable to the Company in
                        connection with this Agreement (such provisions include,
                        but are not necessarily limited to as timely and
                        accurate payment of claims, disclosure of any
                        information required by ERISA and any limitations under
                        ERISA relating to the Company's receipt of
                        compensation).

                  w.    If the Client disputes a claim payment, it will have the
                        right to review at any time during regular business
                        hours the data that supports the Company's claim
                        payment.

                  x.    The Company agrees to indemnify the Client and hold the
                        Client harmless from and against any and all damages,
                        claims, lawsuits, settlements, judgments, costs,
                        penalties, and expenses, of any kind or nature,
                        including reasonable attorneys' fees, arising out of (i)
                        any failure by the Company to comply with any applicable
                        law or regulation or provision of this Agreement, (ii)
                        any negligence on the Company's part, or (iii) any claim
                        that the Client is liable for the negligence of a health
                        care provider with whom the Company has, or is alleged
                        to have, a contractual relationship.

                  y.    The Client agrees to indemnify, defend and hold the
                        Company harmless from all claims, demands, costs, fees
                        (including reasonable attorneys' fees), judgments and
                        liability asserted against Client by a third party,
                        which arise out of negligence, gross negligence or
                        willful misconduct of the company in the performance or
                        non-performance of this Agreement. Client must provide
                        written notification of the claim for indemnity that has
                        been asserted for Company to evaluate allegations an
                        validity of the claim arising solely as a result of
                        Company's actions.

                  z.    The Client and the Plan will not be liable for any
                        claims or damages that result from the Company's failure
                        to comply with any laws or regulations, including but
                        not limited to Medicare secondary payor laws or
                        regulations. The Company


                                 Page 11 of 20
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                        agrees to hold the Client harmless for any charges or
                        losses (including attorney's fees) that may be assessed
                        against the Client or incurred by the Client at any time
                        due to the Company's failure to comply with any laws or
                        regulations, including but not limited to the Medicare
                        secondary payor provisions, if this information is
                        disclosed to the Company.

                  aa.   Notwithstanding any provisions in this Agreement to the
                        contrary, the Company shall at all times perform its
                        services under this Agreement in accordance with the
                        same standard of care that a prudent person acting in a
                        like capacity and familiar with such matters would use
                        in the conduct of an enterprise of like character and
                        with like aims, and the Company shall be liable for any
                        loss or damages arising out of its failure to perform in
                        accordance with such standard of care.

                  bb.   The Client shall have the right, from time to time, to
                        audit the Company's performance under this Agreement.
                        Such audit shall be performed by either the Client or
                        its agent and such audit may utilize samples or
                        statistical models or audit techniques selected by the
                        Client or its agent. The Company shall fully cooperate
                        in all such audits and shall provide any information
                        requested by the Client or its agents in connection with
                        such audit.

                  cc.   In the event of any claim or payment under the Plan for
                        which there may be a right of reimbursement or a right
                        of subrogation, the Company shall promptly notify the
                        Client of any such claim or payment, and the Company
                        will fully cooperate with the Client in enforcing such
                        right of reimbursement or subrogation. The Company shall
                        not be entitled to any compensation in connection with
                        such subrogation or reimbursement without the Client's
                        prior written agreement to a specific amount of such
                        compensation for a specific subrogation or reimbursement
                        recovery.

                  dd.   In the event this Agreement terminates for any reason,
                        the Company shall fully cooperate with the Client in
                        transferring the claims processing function to a
                        successor claims processor of the Client's selection and
                        the Company will provide such successor claims processor
                        with any information necessary to achieve a smooth and
                        efficient transfer to the successor claims processor.

                  ee.   ERISA shall exclusively govern and control all matters
                        relating to the Plan (including, but not limited to,
                        this Agreement) and ERISA shall supersede and preempt
                        any and all state laws (including but not limited to,
                        those of Nevada) relating to the Plan and this
                        Agreement.

                  ff.   Any financial reconciliation of charges owed to the
                        Company under this Agreement shall be performed by the
                        Company no later than ninety (90) days after the term of
                        this Agreement in which such charges were incurred. The
                        Client and the Plan will not be liable for any charges
                        due under this Agreement not included in that
                        reconciliation.

                  gg.   Any actuarial, claim, underwriting, and/or
                        provider-related calculations or determinations by the
                        Company in connection with this Agreement (including,
                        but not limited to, the calculation of provider
                        discounts, incurred claims and trend factors) will be
                        reasonable, in good faith, and in accordance with
                        generally accepted underwriting and actuarial
                        principles. A detailed written explanation of all such
                        settlements, calculations and determinations will be
                        provided to the Client upon the Client's written
                        request.

                  hh.   Coordinate activities set forth in Exhibit 3 with Client
                        and correspond with the


                                 Page 12 of 20
<PAGE>


                        Plan Participants and providers of services if
                        additional information is deemed necessary.

                  ii.   Provide notice to Plan Participants as to the reason(s)
                        for denial and provide for the review of denied
                        authorizations as recommended by the Company, provided,
                        however, that such review shall be advisory to Client in
                        accordance with the Agreement and shall not be deemed to
                        be an exercise of discretion by the Company in
                        accordance with the Agreement;

                  jj.   Generate and analyze appropriate utilization reports on
                        a monthly or periodic basis for the benefit of Client,
                        or if so directed, a broker or Client involved with
                        Employee Benefit Plan.

                  kk.   The Company shall provide Client with a Monthly
                        Negotiated Savings Discount Report containing an
                        itemization of each negotiated cases within ten (10)
                        working days following the end of the month.

XII. TERMINATION

         A. The Client may terminate the Agreement for any reason by giving
         ninety (90) days written notice to the Company. In such event, benefits
         hereunder shall terminate for all Plan Participants as of the effective
         date of termination.

         B. The Agreement may be terminated by the Company upon written notice,
         if default by Client is not cured thirty (30) days after notice of
         default;

         C. The Agreement may be terminated by the Client:

                  1.    Upon written notice, in the event of revocation of the
                        Company's Certificate of Authority in Nevada; or

                  2.    In any event of the Company's material breach of any
                        other terms and provisions of the Agreement, upon prior
                        written notice to the Company. If the breach can be
                        cured within thirty (30) days and is not cured within
                        the thirty (30) day period, the Client shall be
                        permitted to terminate the Agreement upon ninety (90)
                        days prior written notice. If the breach cannot be cured
                        within thirty (30) days, but the Company begins to cure
                        such breach within the thirty (30) period and diligently
                        prosecutes such cure, the Company will not be in
                        default. If the breach cannot be cured within the thirty
                        (30) days and the Company either does not begin to cure
                        within the thirty (30) day period, or begins to cure but
                        does not diligently prosecute such cure, the Client can
                        terminate upon ninety (90) days prior written notice.

         D. In the event of termination, Company agrees to perform contracted
         services for a reasonable period to include run-out claims, only
         through the time period for which it receives payments.

         E. In the event of termination, the Company shall have the right to
         charge the Client or designee reasonable transitional fees for reports
         and claims history information required by the Client or designated
         third party administrator. The amount of such fees are set forth in
         Exhibit 1. Such fees are subject to adjustment based upon any increases
         in cost associated with producing such reports.


                                 Page 13 of 20
<PAGE>


XIII. GENERAL PROVISIONS

         A. This Agreement shall be governed by, and shall be construed in
         accordance with the laws of the State of Nevada, except as such law is
         superseded by any provision of ERISA.

         B. In the event the Company overpays any person entitled to benefits
         under the Plan or pays benefits to any person who is not entitled to
         such benefits, the Company will make a reasonable effort on the
         Client's behalf to recover the overpayment, but will not be required to
         initiate court proceedings, unless directed by the Client. Such
         recovered amount would then be payable to the Client.

            Notwithstanding the foregoing the Company will not be liable for any
         overpayment or for any loss incurred by Client unless it is the direct
         result of negligent, dishonest, fraudulent or criminal acts on the part
         of the Company or any of its directors, officers, or employees or any
         person directly engaged or retained by the Company to discharge its
         obligations under this Agreement. In the event the Company and Client
         cannot agree as to the nature of the conduct involving the matter under
         consideration, the question regarding the nature of such conduct shall
         be settled by arbitration in accordance with the Rules of the American
         Arbitration Association. In the event the Company reimburses Client for
         an overpayment, the Company shall be subrogated to all rights of Client
         with respect to recovery of the overpayment from any person so overpaid
         and Client will provide reasonable cooperation to the Company in
         connection with the recovery of the overpayment.

            The Company's services, obligations and responsibilities under this
         Agreement are extended only to Client. The Company assumes no
         obligations or responsibilities and extends no covenants, direct or
         indirect, express or implied, to any participants in the Plan or to any
         other person except for any obligations it may have under ERISA.

         C. The Company shall not be liable for any loss resulting from the
         performance of its duties hereunder, except for losses resulting
         directly from:

                  1.    Negligent or willful misconduct of the Company including
                        the failure of the Company to follow the written
                        directions of Client; or

                  2.    Negligent, fraudulent or criminal acts of the agents or
                        employees of the Company whether acting alone or in
                        concert with others.

         D. The Company shall maintain with a Best Rated A+ carrier adequate
         Error and Omissions coverage, and shall provide at the request of the
         Client evidence of the coverage.

XIV. ENTIRE AGREEMENT

         This Agreement together with its Exhibits, and the individual
applications to the extent as required by the Plan, of the Employees and Covered
Family Members, to the extent required and covered under the Plan, if any,
together with the Claims Processing and Managed Care Services Contract, the
Liability Claims Investigation, Adjustment and Management Agreement, the Workers
Compensation Service Agreement, and the Consulting Contract (this Agreement and
such agreements, collectively, the "Risk Management Contracts"), constitute the
entire agreement between the parties regarding the special services described.

XV. AMENDMENTS AND WAIVERS

         Any amendments to the Agreement shall be in writing and must be
approved and executed by the President or a Vice-President or Officer of the
Client and the Company. No agent of the Client or


                                 Page 14 of 20
<PAGE>


Company has the authority to change the Agreement, waive any of its
provisions or restrictions or extend the time for making payment.

XVI. CLERICAL ERROR

         Clerical error, whether of the Client or the Company in keeping any
record pertaining to the services under the Agreement, will not invalidate the
Agreement.

XVII. NOTICE

         (i) Any notice hereunder to be given to Client shall be addressed to:

         President                     Copy to  General Counsel
         Fitzgeralds Gaming Corporation         Fitzgeralds Gaming Corporation
         301 Fremont Street                     301 Fremont Street
         Las Vegas, Nevada 89101                Las Vegas, Nevada 89101

         General Manager                        General Manager
         Fitzgeralds Reno, Inc                  Fitzgeralds Las Vegas, Inc
         P.O. Box 40130                         301 Fremont Street
         Reno, Nevada 89504                     Las Vegas, Nevada 89101

         General Manager                        General Manager
         101 Main Street LLC                    Fitzgeralds Mississippi, Inc.
         120 Gregory Street                     711 Lucky Lane
         P.O. Box P                             Robinsonville, Mississippi 38664
         Black Hawk, Colorado 50422

         (ii) Any notice hereunder to be given to the Company shall be addressed
         to:

         PRESIDENT
         Meritage Employers Services, LLC
         300 East Second Street, 15th Floor
         Reno, Nevada 89501

XVIII. BANKRUPTCY COURT APPROVAL

         Company acknowledges and understands that the Client and each of the
operating subsidiaries commenced cases under Chapter 11 of the United States
Bankruptcy Code on December 5, 2000 and that such proceedings are still pending.
Company further acknowledges and understands that this Agreement shall not be
effective unless and until approved by the Bankruptcy Court.


                                 Page 15 of 20
<PAGE>


         The Company agrees that this Agreement may be assigned by the Client to
any liquidating trust or similar entity formed to effect the liquidation of
Fitzgeralds, and hereby consents and agrees not to object to any assumption and
assignment of this Agreement to such an entity.

XIX. DISPUTES

         If a dispute or grievance between the parties arises with respect to
the obligations of the parties under this Agreement or as a result of this
Agreement, and such dispute or grievance cannot be resolved in an informal
fashion, the parties hereby agree that all disputes arising our of or related to
this Agreement shall be subject to the exclusive jurisdiction of the United
States Bankruptcy Court for the District of Nevada, and each hereby waives trial
by jury and any assertion that such dispute is a non-core matter.

XX.  REGULATORY REQUIREMENTS

         Company acknowledges and agrees that Client is subject to the licensing
and regulatory control of the Nevada Gaming Control Board and various other
state, county and city gaming regulatory enforcement agencies (collectively the
"Gaming Authorities"). Said Gaming Authorities may request or require the Client
to obtain and report certain information regarding Company and its principals.
To the extent so required, Company agrees to fully and promptly cooperate and
comply with such requests for information, as authorized by the Client.

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

FITZGERALDS GAMING CORPORATION              MERITAGE EMPLOYER
                                            SERVICES, LLC

/s/ PHILIP D. GRIFFITH                      /s/ KATHLEEN BRYANT
-------------------------                   ----------------------------
Philip D. Griffith                          Kathleen Bryant
President and CEO                           President


FITZGERALDS RENO, INC.                      FITZGERALDS LAS VEGAS, INC.

/s/ MAX L. PAGE                             /s/ WILLIAM NOONAN
-------------------------                   ----------------------------
Max L. Page                                 William Noonan
Exec. Vice President and                    Vice President
General Manager                             and General Manager


FITZGERALDS MISSISSIPPI, INC.               101 MAIN STREET, LLC

/s/ DOMENIC MEZZETTA                        /s/ JOE COLLINS
-------------------------                   ----------------------------


                                 Page 16 of 20
<PAGE>


Domenic Mezzetta                            Joe Collins
Vice President and General Manager          Vice President and General Manager



                                 Page 17 of 20
<PAGE>


                                    EXHIBIT 1

Monthly Fee per Eligible Employee $12.00

<TABLE>
<CAPTION>
                                   2001             2002              2002           SERVICES ACCESSED
                                  ------           ------            ------         -------------------
<S>                               <C>              <C>               <C>               <C>

Medical Claims                                                    WITH MULTIPLE
Administration                    $12.00           $12.60             YEAR                    X
                                                                    CONTRACT
                                                                     $12.00

---------------------------- ----------------- ---------------- ------------------ ----------------------

Dental Claims                     $2.00             $2.10             $2.00                   X
Administration
---------------------------- ----------------- ---------------- ------------------ ----------------------
Flex Claims per enrolled          $5.00             $5.00             $5.00                   X
participant
---------------------------- ----------------- ---------------- ------------------ ----------------------
Pharmacy and                       Inc                X                 X                     X
Vision Claims
Administration
---------------------------- ----------------- ---------------- ------------------ ----------------------
Managed Care Claims               $2.00             $2.10             $2.00                   X
Administration
---------------------------- ----------------- ---------------- ------------------ ----------------------
COBRA Notification                 Inc.               X                 X                     X
---------------------------- ----------------- ---------------- ------------------ ----------------------
HIPAA Notification                 Inc.               X                 X                     X
---------------------------- ----------------- ---------------- ------------------ ----------------------
</TABLE>

                                CONTRACTED RATES
<TABLE>
<CAPTION>

------------------------------------------------------------------------------
                                   HEALTH BENEFITS
------------------------------------------------------------------------------

------------------------------------------------------------------------------
Properties                 Covered Lives              Monthly          Annual
------------------------------------------------------------------------------
<S>                        <C>                       <C>             <C>
Black Hawk                      240                     3,699          44,387
------------------------------------------------------------------------------
Las Vegas                       391                     6,026          72,313
------------------------------------------------------------------------------
Reno                            430                     6,627          79,526
------------------------------------------------------------------------------
Tunica                          610                     9,401         112,816
------------------------------------------------------------------------------
Corporate                        16                       247           2,959
------------------------------------------------------------------------------

------------------------------------------------------------------------------
Totals                          1687                 $ 26,000        $312,001
------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
  CONTRACTED RATES     BLACK HAWK      LAS VEGAS        RENO           TUNICA      CORPORATE     TOTALS        TOTALS
  ANNUALIZED WITH
  ABOVE NUMBER OF
   COVERED LIVES                                                                                 ANNUAL        MONTHLY
---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>              <C>            <C>         <C>           <C>           <C>
Employee Benefits      44,387          72,313           79,526         112,816     2,959         312,001       $26,000
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Set-up Fee: Defer $5,000 set up fee on the following basis;

*Internet Access, laser checks and EOB costs will be discussed with client
examples of services supplied with proposal.


                                 Page 18 of 20
<PAGE>


Run-Out Claims. In the event of termination of this contract, the following
guidelines for processing of run-out claims apply. Run-out means any claim for a
date of service which occurred while the Agreement was in effect but not
processed until after the Agreement has been terminated. Run-out services begin
on _______________ .

The fee for processing run-out claims is $5.00 per claim. Such charge to apply
separately to any duplicate claims processed. Company will bill the Client for
the processing of run-out claims on a monthly basis. Payment for such processing
will be due in fifteen (15) days after the date the bill is received.

Transitional Fees. In the event of termination, there will be a charge of
mutually negotiated for any reports required.

Conversion of Data from another Administrator. The cost of conversion will be
the direct cost from RIMS to convert the data, or should your previous TPA be
able to provide the data in the format required by RIMS the cost of the data
restoration will be billed directly to the Client.

EXAMPLE 1

The Agreement with the Client continues for 12 months based on the contractual
agreed Rates and number of employees covered results in the following incurred
by Meritage on behalf of the Client:

<TABLE>
<CAPTION>
Property                     Number of EES              Annual Charges
<S>                          <C>                        <C>
Black Hawk                        200                        38,400
Las Vegas                         300                        57,600
Reno                              450                        86,400
Tunica                            600                       115,200
Corporate                          10                         1,920
                             --------------             --------------
TOTALS                           1560                     $ 299,520
                                 ====                     =========
</TABLE>

Meritage remits ($12,481) to Client. Client may choose to have next period fees
offset by the amount due from Meritage.

EXAMPLE 2

The Agreement with the Client continues for 8 months and is terminated upon the
sale of the assets of the Client with the following incurred by Meritage on
behalf of the Client:

<TABLE>
<CAPTION>
Property                            # ees            Eight Months
<S>                                 <C>              <C>
Black Hawk                              200              25,600
Las Vegas                               200              25,600
Reno                                    300              38,400
Tunica                                  330              42,240
Corporate                                10               1,280

                                       ----           ---------
TOTALS                                 1040           $ 199,680
                                       ====           =========
</TABLE>

THE CONTRACT BILLING FOR $26,000 WOULD INCLUDE PAYMENT FOR 8 MONTHS FEES PAID,
THERE WOULD BE A $8,320 OVERPAYMENT BY THE CLIENT.

There would be no adjustment to the monthly fee paid since the agreement was
terminated by the Client prior to 12 months.


                                 Page 19 of 20
<PAGE>


                                    EXHIBIT 2


                           SPECIAL SERVICES AGREEMENT

                                    ATTACHED
                       EMPLOYEE BENEFIT PLAN DESCRIPTIONS


                                 Page 20 of 20
<PAGE>


                                    EXHIBIT 3

SPECIAL ADMINISTRATIVE SERVICES FOR EMPLOYEE BENEFIT PLAN

<TABLE>
<CAPTION>
<S>                 <C>                                                <C>
A.   SERVICES                                                                   Services Accessed
         a.   Prior authorization                                      $2.00    PER COVERED EMPLOYEE/MONTH
                                                                       -----------------------------------

                    i.     Prior authorization of Inpatient Surgery
                    ii.    Prior authorization of Outpatient Surgery

                    iii.   Prior authorization of Major diagnostic & therapeutic services
                    iv.    Determination of Medical Necessity for all of the above
                    v.     Assign Initial Length of Stay
                    vi.    Second Opinion Program
                    vii.   Mental Health Services Review
                    viii.  Reporting Analysis and Consultation
         b.   Concurrent Inpatient Review                     INC IN ABOVE $2.00/ EMPLOYEE/MONTH
                                                                           ---------------------
                    i.     Determination of Medical Necessity During Inpatient Stay
                    ii.    Assign & Monitor Length of Stay
                    iii.   Discharge Planning
                    iv.    Large Case Management/Home Health/Durable
                    v.     Medical equipment management
                    vi.    Second Opinion Program
                    vii.   Medical record review of Large cases or questionable claims
                    viii.  Bill Negotiation Services
         c.   Review of Prescription Drugs and prescribing patterns
                    i.     Cost analysis
                    ii.    Alternative medication recommendations
B.   ADDITIONAL SERVICES
         a.   Claims Management
         b.   Employee Health Program
         c.   Medical Peer Review
         d.   Benefit Design
         e.   Consulting Services

</TABLE>
C.   CLAIMS RE-PRICING

Claims repricing is included in claims fees. Any claim to be priced is to be
delivered or sent to:

Meritage Employer Services, LLC             Attention: Health Claims
300 East Second Street, 15th Floor
Reno, Nevada 89501

D.  SPECIAL ADMINISTRATIVE SERVICES FOR EMPLOYEE BENEFIT PLAN


      A.  Bill Negotiation Services/ Minimum Case Contracts


Company shall undertake the negotiation of Plan Participant case (discounts for
Covered Services rendered by Non-network Providers as follows:

a. Services rendered by each Non-Network Provider that exceed FIVE hundred
dollars {$500) or when Plan Participant receives prior authorization for
outpatient courses of treatment (i.e.-. angioplasty, chemotherapy, radiation
therapy, rehabilitation, home health, renal dialysis, radiation therapy, etc,)

b. Facility (i.e.. Hospital, ambulatory surgery center, extended care facility,
mental health and/or substance abuse facility, etc.) charges that exceed one
thousand five hundred dollars ($1,500.00) or when a Plan Participant receives
prior authorization for admittance to a facility for a length of stay greater
than two (2) days.

Payment Client agrees to reimburse Company at the rate of the billed amount
less the actual discount negotiated off of the Non-Network Providers billed
charges. The Company will not accept any reimbursement for any negotiated
discounts, without the prior written approval of the Client.


                                 Page 21 of 20