SIXTH AMENDMENT TO OPERATING
                     LEASE AGREEMENT AND FIFTH AMENDMENT TO
                       EXPANSION OPERATING LEASE AGREEMENT

                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                                     Lessor,

                                      with

                    THE CLARIDGE AT PARK PLACE, INCORPORATED

                                     Lessee

                         Dated: As of September 30, 1998

                              LOCATION OF PREMISES

                  Street Address:  Indiana Avenue and Boardwalk
                                   City:  Atlantic City
                              County:  Atlantic
                                  State:  New Jersey

                         This document was prepared by:


                             Leonard B. Mackey, Jr.

<PAGE>

                          SIXTH AMENDMENT TO OPERATING
                     LEASE AGREEMENT AND FIFTH AMENDMENT TO
                       EXPANSION OPERATING LEASE AGREEMENT

     THIS SIXTH  AMENDMENT TO OPERATING  LEASE  AGREEMENT AND FIFTH AMENDMENT TO
EXPANSION  OPERATING LEASE  AGREEMENT  (this "Sixth  Amendment & Fifth Expansion
Amendment"),  dated as of the 30th day of  September,  1998, to (a) that certain
OPERATING  LEASE  AGREEMENT,  dated as of the 31st day of October,  1983, by and
between  ATLANTIC  CITY  BOARDWALK  ASSOCIATES,   L.P.,  a  New  Jersey  limited
partnership having a place of business at 2880 West Meade Avenue, Suite 201, Las
Vegas, Nevada 89102 ("Lessor"), and THE CLARIDGE AT PARK PLACE, INCORPORATED,  a
New Jersey  corporation  having its principal  place of business at The Claridge
Hotel and Casino,  Indiana Avenue and the  Boardwalk,  Atlantic City, New Jersey
08401  ("Lessee"),  a Memorandum  of which was  recorded in the Atlantic  County
Clerk's  office on  October  31,  1983,  in Book  3850 Page 204 (the  "Operating
Lease") and (b) that certain  EXPANSION  OPERATING LEASE AGREEMENT,  dated as of
the 17th day of March,  1986 by and between  Lessor and Lessee,  a Memorandum of
which was recorded in the Atlantic  County Clerk's  office on March 18,  1986 in
Book 4215 Page 128 (the "Expansion Operating Lease").

                              W I T N E S S E T H:


          WHEREAS,  pursuant to the Operating Lease and the Expansion  Operating
Lease, Lessor is leasing to Lessee certain land and air rights more particularly
described in Exhibits "A" and "B"  respectively,  annexed hereto and made a part
hereof, and the buildings and improvements located thereon,  situate,  lying and
being in the  County  and City of  Atlantic,  State of New  Jersey,  all as more
particularly  defined in the Operating Lease and the Expansion  Operating Lease;
and

          WHEREAS,  pursuant  to  that  certain  Amendment  to  Operating  Lease
Agreement  and the  Expansion  Operating  Lease  Agreement  dated June 15, 1989,
between  Lessor and Lessee (the "First  Amendment"),  Lessor and Lessee  amended
certain  terms and  provisions of the  Operating  Lease and Expansion  Operating
Lease; and

          WHEREAS,  pursuant to that certain Second Amendment to Operating Lease
Agreement and Expansion  Operating  Lease Agreement dated March 27, 1990 between
Lessor and Lessee (the "Second  Amendment"),  Lessor and Lessee further  amended
certain terms and provisions of the Operating Lease and the Expansion  Operating
Lease; and

<PAGE>

          WHEREAS,  pursuant to that certain Third  Amendment to Operating Lease
Agreement and Expansion  Operating  Lease  Agreement dated as of August 1, 1991,
between  Lessor and Lessee (the "Third  Amendment"),  Lessor and Lessee  further
amended  certain terms and  provisions of the Operating  Lease and the Expansion
Operating Lease; and

          WHEREAS,  pursuant to that certain Fourth Amendment to Operating Lease
Agreement  dated as of January 31, 1994,  between Lessor and Lessee (the "Fourth
Amendment"),  Lessor and Lessee further  amended certain terms and provisions of
the Operating Lease; and

          WHEREAS,  pursuant to that certain Fifth  Amendment to Operating Lease
Agreement and Fourth Amendment to Expansion Operation Lease Agreement,  dated as
of March 1, 1997, between Lessor and Lessee (the "Fifth Amendment"),  Lessor and
Lessee further amended certain terms and provisions of the Operating Lease; and

          WHEREAS,  Lessor and Lessee have entered into an Expandable Wraparound
Mortgage Agreement, dated October 31, 1983, and amended as of March 17, 1986 and
as of June 15,  1989 (the  Wraparound  Mortgage  Agreement,  as so  amended,  is
hereinafter  referred  to  as  the  "Wraparound  Mortgage   Agreement"),   which
contemplated  the  execution  and  delivery by Lessor to Lessee of a  Wraparound
Mortgage  Note,  dated  October  31,  1983,  which has been  amended  on several
occasions  prior  to the date  hereof  (such  Wraparound  Mortgage  Note,  as so
amended,  is hereinafter  referred to as the "Wraparound  Mortgage Note"), and a
Wraparound  Mortgage,  dated October 31, 1983, which has been amended on several
occasions prior to the date hereof; and

          WHEREAS,  the Fifth  Amendment  provides  "in the event the  Lessee is
awarded a judgment or receives a  settlement  in  connection  with the  Lessee's
claim against the general  contractor  or any other  parties  arising out of the
self-parking  garage  accident,  an  amount  of  proceeds  from  such  award  or
settlement  not to exceed the  outstanding  balance of the  Deferred  Rent under
clause  (ii) of  Paragraph  1(b)" of the  Fifth  Amendment  shall be paid to the
Lessor;

          WHEREAS,  the Lessee is  considering a settlement  offer in respect of
the claim described in the preceding Recital;  however,  Lessee may be unwilling
to enter into such settlement  because after payment to the Lessor in accordance
with the provision quoted in the preceding Recital,  the portion of the proceeds
of the settlement left to Lessee after such payment would not provide a material
benefit to the Lessee;

          WHEREAS,  the Lessor is willing to delete the  provision  described in
the second preceding recital as an inducement to the Lessee's entering into such
a settlement; and

          WHEREAS,  the parties now desire to further  modify  certain terms and
provisions of the Operating  Lease and the Expansion  Operating  Lease,  as same
have been amended by the First  Amendment,  Second  Amendment,  Third Amendment,
Fourth Amendment and Fifth Amendment.


<PAGE>

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

          1. (a) The following language appearing in Paragraph 1(b) of the Fifth
Amendment is hereby  deleted in its entirety (but without  thereby  limiting the
effect of such language (i) to set forth the agreement of the parties from March
1, 1997 to the date  hereof or (ii) to  characterize  $867,593 of  reduction  in
Basic Rent as a rent abatement):

               "(i) The Basic Rent payable on March 1,  1997 shall be reduced to
     an amount so that the total  amount of Basic Rent  payable on March 1, 1997
     shall be $1,927,607;

               (ii) The foregoing reduction in Basic Rent consist of $867,953 of
     rent  abatement and $1,300,000 of Deferred Rent (as that term is defined in
     the Third Amendment);

               (iii) The  $1,300,000 of Deferred Rent referred to in clause (ii)
     above shall be paid by the Lessee to the Lessor under the circumstances set
     forth in the Third Amendment and as follows:  $25,000 shall be payable each
     month  after  March of 1997 for the  remainder  of 1997,  $50,000  shall be
     payable  monthly for the year 1998 and thereafter  until the foregoing rent
     deferral is paid in full, provided,  however,  that in the event the Lessee
     is awarded a judgment  or  receives a  settlement  in  connection  with the
     Lessee's claim against the general  contractor or any other parties arising
     out of the  self-parking  garage  accident,  an amount of proceeds from any
     such  award or  settlement  not to exceed  the  outstanding  balance of the
     Deferred Rent under clause (ii) above shall be paid to the Lessor;

               (iv) For the  period  commencing  on April 1, 1997 and  ending on
     December  31,  1997,  and for each  calendar  year  thereafter  through and
     including the calendar year ending on December 31, 2003, Basic Rent payable
     during each such  calendar year shall be abated in amounts to be determined
     by Lessee (the "Abatement") in its reasonable discretion, provided that:

               (A) Lessor shall have the right to limit the Abatement  allocated
               to any  particular  calendar year or to require the Lessee to pay
               Additional  Rent,  to the extent  required to cover the  payments
               described  in  subsections  (1) and (2) of the last  paragraph of
               Section 1 of the First Amendment  (which includes all payment due
               under the Expandable  Wraparound  Mortgage Loan  Agreement  dated
               October 31, 1983, as amended); and

               (B) the Abatement,  determined  without  reference to this clause
               (B),  shall be reduced  by  $83,333  for each month of the period
               commencing  on January 1, 1999 and ending on December  31,  2000;
               $125,000 for each month of the calendar  year 2001 and;  $166,667
               for each  month of each  calendar  year  thereafter  through  and
               including the calendar year ending on December 31, 2003.


<PAGE>

          (b) The following language is hereby inserted in place of the language
deleted pursuant to subparagraph (a) above:

               "(i) (A) If all of the conditions  set forth in  Sub-clauses  (A)
     and (B) of Paragraph 4 hereof are  satisfied on February 1, 1999  (treating
     each  reference  to "March 2, 1999" in those  Sub-clauses  as  "February 1,
     1999"),   then  the  Basic,   Additional  and  Expansion  Rent  payable  on
     February 1,  1999 shall be reduced to an amount so that the total amount of
     Basic,  Additional  and Expansion Rent payable on February 1, 1999 shall be
     $684,123.03,  and  (B) if all of  such  conditions  are  not  satisfied  on
     February 1, 1999 but are  satisfied  on or before  March 2, 1999,  then the
     Basic,  Additional and Expansion Rent due on March 1, 1999 shall be reduced
     to an amount so that the total amount of Basic,  Additional  and  Expansion
     Rent payable on March 1, 1999 shall be $665,198.50.

               (ii) The foregoing  reduction,  if any, in Basic,  Additional and
     Expansion  Rent  payable on February  1, 1999 or March 1, 1999  consists of
     $1,100,000,  of  Deferred  Rent  (as  that  term is  defined  in the  Third
     Amendment);

               (iii) On the earlier of (x) the Maturity  Date of the  Wraparound
     Mortgage  Note,  (y) such  earlier  date,  if any, as the entire  principal
     amount of the  Wraparound  Mortgage Note becomes due and payable or (z) the
     date on which any merger, consolidation or similar transaction to which the
     Lessee or The Claridge Hotel and Casino Corporation  ("CHCC") is a party or
     any sale of all or substantially all of the assets of the Lessee or CHCC is
     consummated  or any change of control  in the  Lessee or CHCC  occurs,  the
     Lessee shall pay the Lessor $3,500,000 in additional Basic Rent;

               (iv) The  $1,100,000  of Deferred  Rent,  if any,  referred to in
     clause  (ii)  above  shall be paid by the  Lessee to the  Lessor  under the
     circumstances set forth in clause (vii) below and as follows: $25,000 shall
     be payable  monthly  commencing  January 1, 2000 and  thereafter  until the
     foregoing rent deferral is paid in full;

               (v) For the  period  commencing  on April 1,  1997 and  ending on
     December  31,  1997,  and for each  calendar  year  thereafter  through and
     including the calendar year ending on December 31, 2004, Basic Rent payable
     during each such  calendar year shall be abated in amounts to be determined
     by Lessee (the "Abatement") in its reasonable discretion, provided that:


<PAGE>

               (A) Lessor shall have the right to limit the Abatement  allocated
               to any  particular  calendar year or to require the Lessee to pay
               Additional  Rent,  to the extent  required to cover the  payments
               described  in  subsections  (1) and (2) of the last  paragraph of
               Section 1 of the First Amendment  (which includes all payment due
               under the Expandable  Wraparound  Mortgage Loan  Agreement  dated
               October 31, 1983, as amended); and

               (B) the Abatement,  determined  without  reference to this clause
               (B),  shall be reduced  by  $83,333  for each month of the period
               commencing  on January 1, 2000 and ending on December  31,  2000;
               $130,000 for each month of the calendar  year 2001;  $180,000 for
               each month of each calendar year thereafter through and including
               the calendar  year ending on December 31, 2003;  and $130,000 for
               each month of the period commencing on January 1, 2004 and ending
               on  December 31,  2004  (it  being  understood  that  it  is  the
               intention of the parties that the purpose of this  Sub-clause (B)
               is to permit the Lessor to retain,  out of the  payments of Basic
               Rent made by the Lessee to the Lessor for each month set forth in
               this   Sub-clause   and  after  payment  by  the  Lessor  of  its
               obligations  for such  month  but  before  giving  effect  to any
               Deferred  Rent  payable to the Lessor for such month under clause
               (ii) above and clause  (vi)  below or  otherwise,  the amount for
               such month set forth in this Sub-clause);

               (vi) The  $1,300,000  of Deferred Rent referred to in clause (ii)
     of Paragraph 1(b) of the Fifth Amendment shall be paid by the Lessee to the
     Lessor  under the  circumstances  set forth in  clause  (vii)  below and as
     follows:  $25,000  shall be payable  each month after March of 1997 for the
     remainder of 1997,  $50,000 shall be payable  monthly for the year 1998 and
     thereafter until the foregoing rent deferral is paid in full; and

               (vii) Any portion of the  $1,100,000  of Deferred  Rent,  if any,
     referred to in clause  (ii) above or of the  $1,300,000  of  Deferred  Rent
     referred  to in clause  (vi) above that at the time has not been paid shall
     become due and payable (A) in full upon (x) the consummation of any merger,
     consolidation or similar transaction to which the Lessee or CHCC is a party
     or of any sale of all or  substantially  all the assets of the Lessee or of
     CHCC, or (y) any change of control of the Lessee or of CHCC, and (B) in the
     event the Lessee is  awarded a judgment  or  receives a  settlement  in the
     connection with Lessee's claim against the general  contractor or any other
     parties  arising  out of its self - parking  garage  accident  in an amount
     exceeding  $4,000,000,  in an  amount  up to 75% of such  excess  (but  not
     exceeding  the  aggregate  amount of such  Deferred  Rent that has not been
     paid).

<PAGE>

          2. This Sixth  Amendment  & Fifth  Expansion  Amendment  is subject to
prior approval by the New Jersey Casino Control  Commission  (the  "Commission")
and shall  not  become  effective  until  approval  by the  Commission  has been
granted. Lessee shall use its best efforts to obtain such consent as promptly as
practical.

          3. This Sixth Amendment & Fifth  Expansion  Amendment shall not become
effective  unless  and until the  Lessor and  Lessee  have  entered  into (a) an
amendment  to the  Restructuring  Agreement,  dated  March 1, 1997,  in the form
attached  hereto as Exhibit A and (b) an  amendment to the  Wraparound  Mortgage
Agreement and Wraparound Mortgage Note in the form attached hereto as Exhibit B.

          4. This Agreement, other than clause (iii) of Paragraph 1(b), shall be
null and void ab initio unless (A) both of the following events have occurred on
or  prior  to March  2,  1999:  (i) the  Lessee  shall  have  received  at least
$2,200,000  (net of associated  unpaid legal  expenses) in  connection  with its
settlement of the parking garage  litigation,  and (ii) the Lessee or its parent
corporation  shall  have  paid  all  amounts  due  to  its  public  noteholders,
including, but not limited to, a payment of approximately $5,000,000 interest on
such notes due on  February 1, 1999,  and (B) no defaults  shall exist under the
notes or under the first mortgage on the Lessee's  premises at March 2, 1999 and
no events, acts or omissions have occurred (unless cured on or prior to March 2,
1999) or exist at March 2, 1999 which,  with the passage of time,  the giving of
notice or both, could result in such a default.

          5. All of the  obligations,  terms  and  conditions  set  forth in the
Operating Lease and the Expansion  Operating Lease, as same have been amended by
the First  Amendment,  the Second  Amendment,  the Third  Amendment,  the Fourth
Amendment, and the Fifth Amendment, shall remain unchanged and in full force and
effect, except as specifically modified herein.

          6. This Sixth Amendment & Fifth  Expansion  Amendment may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto and hereto were upon the same instrument.

<PAGE>

          IN WITNESS  WHEREOF,  the parties hereto have duly executed this Sixth
Amendment & Fifth Expansion Amendment the day and year first above written.


Signed, Sealed and Delivered
the Presence of or Attested by:


/s/Barbara Constantine
_________________________________
Name:Barbara Constantine


Signed, Sealed and Delivered
in the Presence of or Attested
by:


/s/Frank A. Bellis, Jr.
_________________________________
Name: Frank A. Bellis, Jr.
Senior Vice President and General Counsel


LESSOR:

ATLANTIC CITY BOARDWALK
  ASSOCIATES, L.P.


By:/s/Anthony C. Atchley
   ______________________________
   Name:  Anthony C. Atchley
   Title: General Partner


LESSEE:

THE CLARIDGE AT PARK PLACE,
  INCORPORATED



By: /s/Albert T. Britton
    _____________________________
    Name: Albert T. Britton
    Title:President/Chief Operating Officer


<PAGE>

STATE OF NEVADA   )
                     : ss.:
COUNTY OF CLARK   )

          BE IT REMEMBERED,  that before me, the subscriber,  a Notary Public of
the State of Nevada,  personally  appeared  ANTHONY C. ATCHLEY OF ATLANTIC  CITY
BOARDWALK ASSOCIATES,  L.P., a limited partnership,  who, I am satisfied, is the
person who has signed the within  instrument;  and having first made known to me
the contents thereof, he thereupon acknowledged that he signed and delivered the
said  instrument as his voluntary act and deed and as the voluntary act and deed
of ATLANTIC CITY BOARDWALK ASSOCIATES, L.P., a limited partnership.


/s/Barbara A. Constantine
__________________________________
Notary Public



My Commission Expires:  January 7, 2000



STATE OF NEW JERSEY)
                                    : ss.:
COUNTY OF ATLANTIC )


          BE IT REMEMBERED,  that before me, the subscriber,  a Notary Public of
the State of New Jersey,  personally  appeared ALBERT T. BRITTON of THE CLARIDGE
AT  PARK  PLACE,  INCORPORATED,  a New  Jersey  corporation,  and  he  thereupon
acknowledged that he signed the foregoing  instrument as officer,  that the seal
affixed to said instrument is the corporate seal of said  corporation,  and that
said  instrument  is the  voluntary  act and deed of said  corporation,  made by
virtue of authority  from its Board of  Directors,  and as the voluntary act and
deed of THE CLARIDGE AT PARK PLACE, INCORPORATED, a corporation.


/s/Kathryn Loftus
__________________________________
Notary Public


My Commission Expires:  October 26, 2003