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                                                                   EXHIBIT 10.45

                               LIMITED FORBEARANCE

         THIS LIMITED FORBEARANCE (this "Forbearance") is made as of
February 29, 2000 by and among HARRAH'S NEW ORLEANS MANAGEMENT COMPANY, a Nevada
corporation ("HNOMC"), HARRAH'S OPERATING COMPANY, INC., a Delaware corporation
("HOCI"), and JAZZ CASINO COMPANY, LLC, a Louisiana limited liability company
("JCC").

                                    RECITALS

         A. HOCI and JCC have entered into that certain Master Lease Agreement
dated October 28, 1999 (as amended, modified or supplemented by the parties from
time to time, the "Equipment Lease") with respect to certain equipment used at
JCC's New Orleans casino (the "Casino"). Pursuant to the Equipment Lease, JCC is
required to pay certain Basic Rent and Additional Charges (both as defined in
the Equipment Lease and collectively herein, the "Rent").

         B. HNOMC and JCC have entered into that certain Second Amended and
Restated Management Agreement dated October 29, 1998 (as amended, modified or
supplemented by the parties from time to time, the "Casino Management
Agreement") whereby HNOMC manages the Casino. Pursuant to the Casino Management
Agreement, JCC is obligated to pay and reimburse HNOMC and its affiliates for
certain costs, expenses, and services, including, without limitation, permit
costs (Section 7.02(a)), employee matters (Section 7.01(d)), consultants
(Section 7.01(e)), emergencies (Section 11.10), accounting (Section 9.02),
Affiliate Services (Section 9.03), Proprietary Systems (Section 9.04), System
Fees (Section 11.01(a)) and Marketing-Contributions (Section 11.01(b))
(collectively, the "Reimbursables").

         C. JCC and HOCI entered into that certain Administrative Services
Agreement (the "Administrative Services Agreement") dated as of October 30, 1998
whereby JCC requested HOCI to provide certain services (as defined in the
Administrative Services Agreement. Pursuant to the Administrative Services
Agreement, JCC is required to pay Service Fees (as defined in the Administrative
Services Agreement) to JCC for performing the services specified in the
Administrative Services Agreement.

         D. JCC has requested that HNOMC temporarily forbear receipt of payment
of the Reimbursables and that HOCI temporarily forbear receipt of payment of the
Rent and the Service Fees so that JCC may have the opportunity to maintain
liquidity and restore working capital availability.

         E. HNOMC is willing temporarily to forbear receipt of payment of the
Reimbursables, and HOCI is willing to temporarily forbear receipt of the Rent
and Service Fees, all on the terms and conditions set forth herein.



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                                     WAIVER

         NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, the legal sufficiency of which the parties hereto
hereby acknowledge, HNOMC, HOCI and JCC hereby agree as follows:

         1. Limited Forbearance. HOCI hereby temporarily forbears until August
1, 2000 with respect of payment of the Rent and Service Fees, and HNOMC
temporarily forbears until August 1, 2000 with respect to payment of the
Reimbursables presently due and payable and any other Rent, Reimbursables, or
Service Fees which become due and payable on or before August 1, 2000; provided
that HOCI and HNOMC in their sole discretion reserve the right by written notice
to JCC to extend the August 1, 2000 date to any such later date as HET and HOCI
shall determine. Nothing herein shall restrict JCC's right to pay at any time or
from time to time all or any portion of the Rent, Reimbursables or Services Fees
as to which this Forbearance applies.

         2. Notices. All notices required or desired to be given hereunder with
respect to any or all of the Lease, Casino Management Agreement or
Administrative Services Agreement, respectively, shall be in writing and shall
be delivered in accordance with, and to the respective addresses set forth for
the parties in, the Lease, the Casino Management Agreement, and the
Administrative Services Agreement, respectively.

         3. Limited Nature of Waiver

            (a) Except for the agreement of HOCI to forbear in accordance with
Section 1 hereof, with respect to the payment of the Rent and Service Fees, and
the agreement of HNOMC to forbear in accordance with Section 1 hereof, with
respect to the payment of Reimbursables, this Forbearance shall not (i)
constitute a consent to any departure from, or the waiver of any breach of, any
rights under the Lease, the Casino Management Agreement or the Administrative
Services Agreement or applicable law with respect thereto or (ii) waive any
breach or violation of any provision of any of the Lease, the Casino Management
Agreement or the Administrative Services Agreement or any remedies available to
HNOMC or HET with respect thereto. JCC, HNOMC and HOCI acknowledge and agree
that the execution and performance of this Forbearance shall not constitute an
event of default, or breach, or violation, of any of the Lease, the Casino
Management Agreement or the Administrative Services Agreement.

            (b) JCC, HNOMC, and HOCI acknowledge certain deferrals of fees and
other amounts are permitted by the express terms of the Casino Management
Agreement and other documents between JCC and its affiliates and HOCI and HNOMC
and their affiliates, and, without limitation of Section 3(a) hereof, each of
JCC, HNOMC, and HOCI hereby expressly reserves its rights under the Casino
Management Agreement and such other documents concerning such deferrals. This
Forbearance shall not modify or affect any such reserved rights under the Casino
Management Agreement or any such other documents.

         4. Agreements Remain in Effect. JCC, HOCI and HNOMC each hereby
expressly acknowledges and agrees that the obligations set forth in the Lease,
the Casino Management Agreement and the Administrative Services Agreement remain
in full force and effect.



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         5. JCC Acknowledgement. JCC acknowledges and agrees that its
obligations under the Lease, Casino Management Agreement and Administrative
Services Agreement constitute the legal, valid and binding obligations of JCC
and are enforceable in accordance with their terms, and that, except as reserved
in Section 3(b) hereof, JCC does not have any defenses against the payment of
any amounts presently due under the Lease, the Casino Management Agreement or
the Administrative Services Agreement.

         6. Entire Agreement. This Forbearance, together with the Lease, the
Casino Management Agreement and the Administrative Services Agreement, contains
all of the covenants, representations, warranties and agreements between the
parties with respect to the subject matter contained herein. Each party to this
Forbearance acknowledges that no representations, inducements, promises, or
statements, oral or otherwise, have been made by any party or anyone acting on
behalf of any party as to the subject matter hereof which are not embodied
herein, and agrees that no other agreement, covenant, representation,
inducement, promise or statement not set forth in writing in this Forbearance
shall be binding on the parties hereto as to the subject matter hereof.

         7. Further Assurances. The parties hereto agree to execute all such
further instruments and take all such further action that may be reasonably
required by any party to fully effectuate the terms and provisions of this
Forbearance and the transactions contemplated herein.

         8. Captions. The captions and headings of Sections of this Forbearance
are for convenience of reference only and are not to be construed in any way as
defining or limiting the scope or intent of the provisions of this Forbearance.

         9. Number and Gender. Whenever used, the singular number includes the
plural, and the plural the singular, and the use of any gender includes the
other.

         10. Counterparts. This Forbearance may be executed in any number of
counterparts, each of which when so executed and delivered will be deemed to be
an original and all of which counterparts taken together will constitute but one
and the same instrument.

         11. Severability. Any provision of this Forbearance which is prohibited
or unenforceable will be deemed of no force or effect without invalidating the
remaining provisions hereof.

         12. No Oral Change. No amendment, modification, termination, discharge
or waiver of any provision of this Forbearance shall be effective unless it is
in writing and signed by the party intended to be bound thereby and then such
amendment, modification, termination or waiver will be effective only in the
specific instance and for the specific purpose for which given.

         13. Successors and Assigns. This Forbearance shall be binding on all of
the parties hereto and their respective legal representatives, successors and
assigns (as permitted under the Lease, the Casino Management Agreement or the
Administrative Services Agreement) and shall inure to the benefit of all of the
parties and their respective legal representatives, successors and permitted
assigns.



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                            [Signature Page Follows]




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                                     JAZZ CASINO COMPANY, LLC, a Louisiana
                                     limited liability company


                                     By: /s/ Frederick W. Burford
                                        ----------------------------------------
                                         Name:  Frederick W. Burford
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

                                     HARRAH'S NEW ORLEANS MANAGEMENT COMPANY, a
                                     Nevada corporation


                                     By: /s/ John A. Schick
                                        ----------------------------------------
                                         Name:  John A. Schick
                                              ----------------------------------
                                         Title: VP Finance HNOMC
                                               ---------------------------------

                                     HARRAH'S OPERATING COMPANY, INC., a
                                     Delaware corporation


                                     By: /s/ Charles G. Atwood
                                        ----------------------------------------
                                         Name:  Charles G. Atwood
                                              ----------------------------------
                                         Title: Vice President and Treasurer
                                               ---------------------------------




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