AGREEMENT OF PURCHASE AND SALE

            SUN INTERNATIONAL NORTH AMERICA, INC., SELLER

                                 AND

                       SHOWBOAT LAND LLC, BUYER














                     Dated: As of January 29,1998






                          Lot 140, Block 13
                   Tax Map of City of Atlantic City
                     Atlantic County, New Jersey


<PAGE>



                                   

                          AGREEMENT OF SALE

     This Agreement of Sale ("Agreement") is made and entered into as of January
29, 1998 by and between Sun International North America, Inc., formerly 
known as Resorts International, Inc., A Delaware corporation ("Seller"), and
Showboat Land LLC, a Nevada limited liability company
("Buyer").

                              BACKGROUND

     A.   Seller owns certain real property located on the Boardwalk in the City
of Atlantic City, County of Atlantic, currently designated as Block 13, 
Lot 140 on the current Atlantic City Tax
Map and more particularly described on Exhibit A attached hereto and made a
part hereof, together with the right, title and interest of Seller, 
if any, in and to the streets and in and to the land lying in
the bed of any streets, roads or avenues, open or proposed, public or private,
in front of, adjoining or abutting said real property to the center line 
thereof, the air space and development rights
pertaining to said real property and the right to use such air space and
development rights, all rights of way, privileges, liberties, tenements, 
hereditaments and appurtenances belonging, or in any way
appertaining thereto, all easements now or hereafter benefitting said real
property and all royalties and rights appertaining to the use and enjoyment 
of said real property, including, but without
limiting the generality of the foregoing, all riparian, alley, vault,
drainage, mineral, water, oil, coal,
gas and other similar rights (all of the foregoing being hereinafter
collectively referred to as the "Property").

     B.   Seller currently leases the Property to Atlantic City Showboat, Inc.
("Tenant"), a New Jersey corporation, pursuant to that certain Lease 
Agreement dated October 26, 1983, by and
between Resorts, as landlord, and Tenant, as lessee. Thereafter, the said
lease was amended by the
parties thereto by the First Amendment to Lease Agreement dated January 15,
1985 the Second Amendment to Lease Agreement dated July 5,1985, the 
Third Amendment to Lease Agreement
dated October 28,1985, the Restated Third Amendment to Lease Agreement dated
August 28,1986, the Fourth Amendment to Lease Agreement dated 
December 16, 1986, the Fifth Amendment dated
                              
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March 2,1987, the Sixth Amendment to Lease Agreement dated March 13,1987, the
Seventh Amendment to Lease Agreement dated October 18, 1988 and the Eighth
Amendment to Lease Agreement dated May 18,1993 (collectively, the "Lease").

     C.   Seller desires to sell to Buyer and Buyer desires to purchase the
Property from Seller,
and Seller desires to assign the Lease and Buyer desires to assume the Lease
on the terms and conditions set forth in this Agreement.


                              ARTICLE I
                            DEFINED TERMS

     1.1  Definitions. In addition to the abbreviations and definitions 
set forth above and in the preamble to this Agreement, the following 
defined terms used in this Agreement shall have the
meanings specified below:

     "Additional Exceptions" is defined in Section 3.1 of this Agreement.

     "Closing" means consummation of the purchase of the Property by Buyer from
 Seller in accordance with the terms and conditions of Article II of this 
Agreement.

     "Closing Date" means the date specified in Section 2.3 of this Agreement on
 which the Closing will be held.

     "Environmental Laws" means any and all federal, state or local laws,
 regulations, ordinances, orders, permits and judgments and common law, 
including the law of strict liability and
the law of conducting abnormally dangerous activities relating to the
protection of health and/or the
environment, including, without limitation, provisions pertaining to or
regulating air pollution, water
pollution, noise control, wetlands, water courses, natural resources,
wildlife, Hazardous Substances,
or any other activities or conditions which impact or relate to the
environment or nature.
                                     3
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     "Hazardous Substances" shall mean any flammable substance, explosive,
radioactive material, hazardous material, hazardous waste, toxic substance,
gasoline, petroleum product,
pollutant, contaminant or any other substance which is regulated under any
Environmental Law, including, but not limited to, asbestos, PCBs 
and any "hazardous substance", "hazardous material",
"hazardous waste", "industrial waste" or similar term as defined in any and
all Environmental Laws such as, for example, Section 101(14) of the 
Comprehensive Environmental Response Compensation
and Liability Act, 42 U.S.C. Section 9601(14) ("CERCLA"), as amended by the
Superfund Amendments and Reauthorization Act of 1986 ("SARA"); Section 307 
and 311 of the Clean Water Act, 33 U.S.C. Sections 137 and 1321; the 
Hazardous Materials Transportation Act, as amended, 49
U.S.C. Sections 1801-1812; Section 1004 (5); of the Resource Conservation
Recovery Act, 42 U.S.C. Section 6903 (5); the New Jersey Industrial Sight 
Recovery Act, N.J.S.A. 13:1K-6, et seq. 
("ISRA"); the New Jersey Water Pollution Control Act, N.J.S.A. 58:1OA-3, et
seq.; the New Jersey Underground Storage of Hazardous Substances Act, 
N.J.S.A. 58:1OA-21, et seq.; the New Jersey
Spill Compensation and Control Act, N.J.S.A. 58:10-23.11, et seq. (the "Spill
Act"); and in the rules and regulations adopted in connection with any 
and all of the aforementioned Statutes and all other Environmental Laws.

     "NJDEP" means New Jersey Department of Environmental Protection.

     "Permitted Exceptions" is defined in Section 3.1 of this Agreement.

     "Purchase Price" means the total consideration to be paid by Buyer to 
Seller for the purchase of the Property pursuant to Section 2.2 of this 
Agreement.

                                          4
<PAGE>

                                  3

     "Title Company" means Commonwealth Land Title Insurance Company, Lawyers
Title Insurance Corporation and/or such other title insurance company or
companies selected by Buyer and licensed by the State of New Jersey.

     "Title Policy" means the ALTA owners policy of title insurance issued by
the Title Company to Buyer which insures title to the Property as provided in
Section 3.1 of this Agreement.

     1.2  Other Defined Terms. Certain other defined terms shall have the 
respective meanings assigned to them elsewhere in this Agreement.

                              ARTICLE II
                          PURCHASE AND SALE

     2.1  Property.  On the terms and conditions stated in this Agreement, 
Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to 
purchase and acquire from Seller, the Property.

     2.2  Purchase Price. The Purchase Price to be paid by Buyer to Seller shall
be One Hundred Ten Million ($110,000,000.00) Dollars allocated as follows:

     $57,000,000.00 - land

     $53,000,000.00 - excess rent attributable to leased fee estate
The Purchase Price shall be payable to, or at the direction of Seller through,
the Title Company at the Closing by wire transfer of immediately available 
funds to an account designated by Seller.

     2.3  Closing.  The Closing of the purchase and sale of the Property 
shall take place at 10:00 a.m. on January 29,1998, at the offices of 
Latham & Watkins, 885 Third

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Avenue, New York, New York 10022-4802 or such other place as may be mutually
agreed upon by Buyer and Seller.

     2.4  Adiustments at Closing.  There shall be no adjustments between 
Buyer and Seller at Closing.

     2.5  Costs of Closing. Each party is responsible for paying the legal 
fees of its counsel in negotiating, preparing, and closing the transaction 
contemplated by this Agreement. Buyer shall be
responsible for the cost of recording the deed, the Title Policy (as
hereinafter defined) and for all fees
and expenses of the Title Company. Buyer shall be responsible for the payment
of the realty transfer fee in connection with the transfer of title to 
the Property. Each party shall be responsible for paying
any other fees, costs and expenses identified herein as being the
responsibility of such party.

     Notwithstanding the foregoing, in the event a determination is made that
an additional realty transfer fee is due in connection with the conveyance of 
the Property to Buyer, each party shall
be responsible for the payment of one-half of such additional realty transfer
fee and any penalties and/or interest related thereto within ten (10) 
days of the date of such determination. The parties
agree to share equally any and all costs and expenses, including legal fees
with regard to any action or proceeding commenced related to the realty 
transfer fee. The provisions of this sentence shall survive Closing.

     2.6  Assignment of Lease and Rents.  At closing, Seller shall assign and
set over to Buyer all of Seller's right, title and interest in the Lease and 
rents thereunder, free and clear of all liens and encumbrances, except 
Permitted Exceptions and Additional Exceptions, and Buyer
shall assume the Lease.



                                  6
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                             ARTICLE III
                          CONDITION OF TITLE

     3.1  Condition of Title. Title to the Property shall be good and marketable
and insurable at standard rates by the Title Company, and shall be free and 
clear of all liens, encumbrances and rights of others, except for (a) those 
matters set forth on Exhibit 3.1 attached hereto and made a part
hereof (the "Permitted Exceptions"). At Closing, title to the Property shall
be conveyed to Buyer, in fee simple, by bargain and sale deed with a 
covenant as to grantor's acts (the "Deed") and (b) such
other matters as the Title Company shall be willing, at Buyer's request, to
omit as exceptions to coverage or to except, without special premium, with 
insurance against collection out of or
enforcement against the Property (the "Additional Exceptions").
                         
                                ARTICLE IV
                   CONDITIONS PRECEDENT; DELIVERIES

     4.1  Conditions Precedent.

     A.   The obligation of Buyer to complete the Closing is subject to the
fulfillment (or waiver in writing by Buyer) of each of the following 
conditions at or prior to the Closing:

     (a)   All representations and warranties made by Seller hereunder are 
true, complete and correct in all material respects on the date hereof, and 
shall be true, complete and accurate in all
material respects as of the Closing Date (as if then made).

     (b)   All covenants, agreements and obligations required by the terms of 
this Agreement to be performed by Seller on or before the Closing Date shall 
have been fully performed in all material respects.


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<PAGE>
     (c)   Seller shall have furnished or caused to be furnished to Buyer all
of the items required to be furnished by Seller under Section 4.2 of this 
Agreement.

     (d)   Approval of the transactions contemplated by this Agreement by the 
New Jersey Casino Control Commission.

     B.   The obligation of Seller to complete the Closing is subject to the
fulfillment (or waiver in writing by Seller) of each of the following conditions
at or prior to Closing:

     (a)  All representations and warranties made by Buyer hereunder are true,
complete and correct on the date hereof, and shall be true, complete and
correct in all material respects as of the Closing Date (as if then made).

     (b)  All covenants, agreements and obligations required by the terms of 
this Agreement to be performed by Buyer on or before the Closing Date shall have
been fully performed in all material respects.

     (c)  Buyer shall have furnished or caused to be furnished to Seller all
of the items required to be furnished by Buyer under Section 4.3 of this 
Agreement.

     4.2  Seller's Deliveries.  At the Closing, Seller shall deliver or cause 
to be delivered to Buyer, the following items duly executed, witnessed and/or 
attested, sealed and acknowledged where so indicated by all necessary parties:

     (a)  The Deed, duly executed in recordable form by Seller.


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<PAGE>
     (b) The Assignment and Assumption of Lease in the form attached
hereto as Exhibit 4.2(b).
        
     (c)  Affidavit of title attached hereto as Exhibit 4.2(c).

     (d)  Resolution of the Board of Directors of Seller authorizing the sale
of the Property to Buyer in accordance with the terms of this Agreement.

     (e)  Discharge of Mortgage recorded in Mortgage Book 4445, page 209 et seq.
and Assignment recorded in Deed Book 5136, page 45.

     (f)  The Estoppel Certificate in the form attached hereto as Exhibit
 4.2(h).

     4.3  Buyer's Deliveries.  At the Closing, Buyer shall deliver or cause to
be delivered to Seller or the Title Company, the following items:

     (a)  The payment required by Section 2.2 of this Agreement.

     (b)  The Assignment and Assumption of Lease in the form attached
hereto as Exhibit 4.2(b).

     (c)  The Estoppel Certificate of Tenant in the form attached hereto
as Exhibit 4.3(c).

     (d)  Resolution of the Buyer authorizing the purchase of the Property in
accordance with the terms of this Agreement.



                                  9
<PAGE>
                              ARTICLE V
               REPRESENTATIONS AND WARRANTIES OF SELLER

     5.1  Representations and Warranties.  The following representations and
warranties of Seller are true, complete and correct in all material respects 
on the date hereof and shall be true, complete and correct in all material 
respects on the Closing Date (as if then made):

     (a)   Seller has the full legal right, power and authority to enter into,
execute, deliver and perform all of its obligations under this Agreement. 
All requisite action necessary to authorize
Seller to enter into this Agreement and to carry out its obligations hereunder
have been, or on the Closing Date will have been, taken. The execution and 
delivery of this Agreement by Seller constitutes the valid and legally 
binding obligation of Seller to perform this Agreement, enforceable
against Seller in accordance with its terms.

     (b)   Seller has not received any written notice of any pending or 
threatened condemnation action with respect to all or any portion of the 
Property, and to the best of Seller's knowledge, there are no existing 
condemnation or other legal proceedings affecting the Property by
any governmental authority having jurisdiction over or affecting all or any
part of the Property.

     (c)   No permission, consent or approval by any third party or, to the 
best of Seller's knowledge, any governmental authority is required to be 
obtained by Seller in order for Seller to
consummate the transactions contemplated by this Agreement.





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<PAGE>
    (d)   There are no actions, suits or proceedings pending or, to the 
best of Seller's knowledge or the knowledge of its affiliates, threatened 
affecting the Property or any portion thereof.

     (e)   Seller and each of its affiliates have not received written notice
that the Property is in violation of any Environmental Laws. Seller and each 
of its affiliates have no knowledge of the
release of Hazardous Substance on or from the Property or to the Property from
any adjacent property, or any potential or known liability which has 
resulted in or may result in a lien on the
Property or which is or may result in a violation of any Environmental Laws.
Seller and each of its affiliates have not received written notice of a 
threatened or pending Regulatory Action (hereinafter
defined) and has not received any written notification that it is or may be
potentially responsible or liable for clean-up, testing or other remedial 
activities at any site including, without limitation, the
Property. "Regulatory Action" is defined as any violation, complaint,
citation, request for information, order, directive, compliance schedule, 
notice of claim, consent decree, action, litigation
or proceeding brought by or instituted by any governmental authority under or
in connection with any Environmental Law.

     (f)   To the best of Seller's knowledge and belief, the Lease is in full
force and effect and no default or event, which with notice, the passage of 
time or both would constitute a default,
has occurred thereunder. Tenant under the Lease is current in the payment of
rent and all other amounts due under the Lease.

 
     (g)   The representations and warranties of Seller contained herein shall
not survive the Closing.

                             ARTICLE VI
               REPRESENTATIONS AND WARRANTIES OF BUYER


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<PAGE>
     The following representations and warranties of Buyer are true, complete 
and correct in all material respects on the date hereof and shall be true, 
complete and correct in all material respects on the Closing Date (as if 
then made):

     (a)  Buyer has the full legal right, power and authority to enter into,
execute, deliver and perform all of its obligations under this Agreement.  
All requisite action necessary to authorize
Buyer to enter into this Agreement and to carry out Buyer's obligations
hereunder has been, or on the Closing Date will have been, taken. The 
execution and delivery of this Agreement by Buyer
constitutes the valid and legally binding obligation of Buyer to perform this
Agreement, enforceable in accordance with its terms.

     (b)  Buyer and each of Buyer's affiliates have not received any written 
notice of any pending or threatened condemnation action with respect to all 
or any portion of the Property, and to the best of Buyer's knowledge, 
there are no existing condemnation or other legal proceedings
affecting the Property by any governmental authority having jurisdiction over
or affecting all or any part of the Property.

     (c)  No permission, consent or approval by any third party or, to the 
best of Buyer's knowledge, any governmental authority is required to be 
obtained by Buyer in order for Buyer to
consummate the transactions contemplated by this Agreement, except the consent
or approval of the New Jersey Casino Control Commission which may be required to
be obtained by Buyer and/or Tenant.




                                  12
<PAGE>
     (d)  There are no actions, suits or proceedings pending or, to the best 
of Buyer's knowledge or the knowledge of its affiliates, threatened affecting 
the Property or any portion thereof.

     (e)  Buyer and each of its affiliates have not received written notice 
that the Property is in violation of any Environmental Laws. Buyer and each of 
its affiliates have no knowledge of the
release of Hazardous Substance on or from the Property or to the Property from
any adjacent property, or any potential or known liability which has resulted 
in or may result in a lien on the Property or which is or may result in a 
violation of any Environmental Laws.  Buyer and each of its
affiliates have not received written notice of a threatened or pending
Regulatory Action and has not received any notification that it is or may be 
potentially responsible or liable for clean-up, testing
or other remedial activities at any site including, without limitation, the 
Property.

     (f)  To the best of Tenant's knowledge and belief, the Lease is in full 
force and effect and no default or event, which with notice, the passage of 
time or both would constitute a default, has occurred thereunder.
          
     (g)  The representations and warranties of Buyer contained herein shall not
survive the Closing.
                                  13
<PAGE>
                             ARTICLE VII
                        BROKERAGE COMMISSIONS

Seller and Buyer each warrant to the other that neither has incurred any
obligation for a real
estate or brokerage commission with respect to this transaction, and each
hereby agrees to defend,
indemnify, and hold harmless the other for any loss, cost, or expense which
may result from a breach
of this warranty.

                             ARTICLE VIII
                             CONDEMNATION

If, prior to the Closing, there shall occur a threatened or actual taking or
condemnation of all
or any substantial portion of the Property, then, in such event, Buyer shall
have the right to terminate
this Agreement by written notice delivered to Seller within ten (10) days
after Buyer has received
written notice from Seller of such an event ("Seller's Condemnation Notice").
If Buyer elects to
terminate this Agreement pursuant to the preceding sentence, the parties shall
have no further rights
or obligations under this Agreement, one to the other with respect to the
subject matter of this
Agreement. If this Agreement is not terminated by Buyer, it shall remain in
full force and effect, and
Seller, upon the Closing, at Buyer's election, shall either (i) pay to Buyer
any award collected by
Seller as a result of said taking, deducting from same the reasonable expenses
of Seller, including
attorneys' fees, incurred in the collection of same, or (ii) assign, transfer
and set over to Buyer all of
Seller's right, title and interest in and to any awards to be made on account
of said taking, as the case
may be.

                              ARTICLE IX
                            MISCELLANEOUS





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<PAGE>
     9.1  Notices. All notices, demands, approvals, consents, requests and other
communications required or permitted hereunder shall be in writing, and shall
be deemed to be properly delivered (i) on receipt if delivered by hand, (ii) 
the next business day if delivered overnight
delivery by a nationally recognized overnight courier service provided it is
delivered, and (iii) whether actually received or refused three (3) days after 
having been deposited in a regularly
maintained receptacle for the United States mail, registered or certified,
return receipt requested, postage prepaid, addressed as follows:


    If to Seller:  Sun International North America, Inc.
                   1133 Boardwalk
                   Atlantic City, NJ 08401
                   Attn:          Charles D. Adamo, Esq.

             With a copy to:  William C. Murtha, Esq.
                              Senior Corporate Counsel
                              Sun International North America, Inc.
                              1133 Boardwalk
                              Atlantic City, NJ 08401

                and to:       James P. Gerkis, Esq.
                              Whitman, Breed, Abbott & Morgan LLP
                              200 Park Avenue
                              New York, NY 10166

               If to Buyer:   R. Craig Bird, Executive Vice President
                              Finance and Administration
                              Showboat Incorporated
                              6601 Ventnor Avenue
                              Ventnor, NJ 08406

              With a copy to: John Brewer, Esq.
                              Kummer, Kaempfer, Bonner & Renshaw
                              Seventh Floor
                              3800 Howard Hughes Parkway
                              Las Vegas, Nevada 89109




                                  15
<PAGE>
           and to:      Arthur E. Sklar, Esq.
                        Levine, Staller, Sklar, Chan, Brodsky & Donnelly, P.A.
                        3030 Atlantic Avenue
                        Atlantic City, NJ 08401


     Any of the addresses for notice may be changed by delivery of written 
notice in connection herewith.

    9.2  Entire Agreement and Amendments. This Agreement embodies the entire 
agreement between the parties with respect to the Property and supersedes 
all prior agreements and understandings, if any, relating to the Property, 
and may be amended or supplemented only by an
instrument in writing executed by the party against whom enforcement is sought.


     9.3  Parties Bound. This Agreement shall be binding upon and inure to the
benefit of Seller and Buyer, and their respective legal representatives, 
successors and assigns.

     9.4  Time is of the Essence. It is expressly agreed by Seller and Buyer 
that time is of the essence with respect to this Agreement.

     9.5  Attorney's Fees.  If either party hereto shall be required to 
employ an attorney to enforce or defend the rights of such party hereunder, 
the prevailing party will be entitled to recover
its reasonable attorneys fees, costs and disbursements.

     9.6  Multiple Counterparts; Facsimile Signatures.  This Agreement may be
executed and delivered in any number of counterparts, all of which taken 
together shall constitute one and the
same agreement and either of the parties hereto may execute this


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<PAGE>
Agreement by signing and delivering any such counterpart.  Signatures
delivered by telecopier or similar device shall be deemed the equivalent 
of an original signature. At the request of a party, the
other party shall deliver to the requesting party a signature page bearing 
the original signature of such party.

     9.7  Severability. If any provision of this Agreement shall, for any 
reason, be held violative of any applicable law, and so much of this Agreement 
is held to be unenforceable, then the invalidity of such specific provision 
shall not be held to invalidate any other provision of this
Agreement which shall remain in full force and effect.

     9.8  Assignment. This Agreement may not be assigned by Buyer, in whole or 
in part, without the prior written consent of Seller.

     9.9  Governing Law.  The terms and conditions of this Agreement shall be
governed by the internal laws of the State of New Jersey.

     9.10 Counterparts; Facsimile Signatures. This Agreement may be executed in 
counterparts and when executed by each of the parties hereto shall constitute a
binding, single agreement and execution of this document and any Exhibits 
hereto by facsimile signature shall be acceptable and
deemed the same as original signatures. The party delivering the facsimile
signature shall promptly deliver a live signature page to the other party.





                                  17
<PAGE>
EXECUTED by Buyer this ___ day of January, 1998

                                   Showboat Land LLC
                                      By:  Showboat Operating Company, a
                                      member


                                 By:
                                     R. Craig Bird
                                     Executive Vice-President and
                                     Chief Financial Officer


Acknowledged and Agreed to:

                                   Atlantic City Showboat, Inc.



                                   By:
                                     Herbert R. Wolfe
                                     President



















                                  18
<PAGE>
EXECUTED by Seller this ___ day of January, 1998

                                   Sun International North America, Inc.


                                 By:
                                     John Allison
                                     Executive Vice President-Finance &
                                     Chief Financial Officer

































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<PAGE>
                          INDEX OF EXHIBITS
      
           A.       Legal Description
           3.1      Permitted Exceptions
           4.2(b)   Assignment and Assumption of Lease
           4.2(c)   Affidavit of Title
           4.2(h)   Estoppel Certificate of Seller
           4.3(c)   Estoppel Certificate of Tenant















                                  20
<PAGE> 
                                        EXHIBIT A

                              Legal Description

























                              21
<PAGE>
                             EXHIBIT 3.1
                         Permitted Exceptions


     1.   LANDLORDS WAIVER: between Resorts International Inc. and Maryland
     National
     Leasing Corporation dated September 18,1986 recorded December 30,1986 in 
     Deed Book 4372 page 282.

     2.   AGREEMENT AS TO ASSUMPTION OF OBLIGATIONS WITH RESPECT TO
     PROPERTIES:      between Atlantic City Showboat Inc., a New Jersey 
     Corporation,
     Trump Taj Mahal Associates Limited Partnership, a New Jersey Limited
     Partnership, Trump Taj Mahal Realty Corp., a New Jersey Corporation and
     Resorts International Inc., a Delaware Corporation dated September 21,
     1988 and
     recorded November 17,1988 in Deed Book 4795 page 243 and as amended by
     First Amendment recorded in Deed Book 4966 page 181.

     3.   AGREEMENT AS TO ASSUMPTION OF OBLIGATIONS WITH RESPECT TO
     PROPERTIES:      Between Atlantic City Showboat, Inc., a New Jersey 
     Corporation,
     Trump Taj Mahal Associates Limited Partnership, a New Jersey Limited
     Partnership, Trump Taj Mahal Realty Corp., a New Jersey Corporation, and
     Resorts International Inc. a Delaware Corporation dated September 21, 1988
     recorded March 14,1989 in Deed book 4863 page 5.

     4.   Restrictions, covenants, agreements, and easements contained in Deed 
     Book 2436 page 110; Misc. Book 12 page 242; and Misc. Book 12 page 377.

     5.   Restrictions, covenants, agreements and easements, contained in Deed 
     Book 3978 page 219, Certification in Deed Book 4524 page 192 as modified in
     Deed Book 4646 page 166 and in Deed Book 3846 page 199 as amended by 
     Correction and Confirmatory Deed in Deed Book 4636 page 218, and Deed Book 
     4016 page 70.

     6.   Rights granted to the Atlantic City Electric Company in Deed Book 1991
     page 100.

     7.   Rights of the Federal Government to take, without compensation, any 
     land now or
     formerly flowed by tidal waters for the purpose of commerce and navigation 
     and its authority to regulate and control navigation and in that connection
     to  establish and change bulkhead and pierhead lines.

     8.   Easement for Service Road over a portion of premises (Lot 140 Block
     13) described as Parcel D on Exhibit A.



                                  22
<PAGE>
     9.   Estate and interest under the terms and provisions of lease by Resorts
International Inc. a Delaware Corporation to Ocean Showboat Inc. a New Jersey
Corporation Short Form Lease dated October 26,1983 recorded January 18,1984
in Deed Book 3878 page 1.

     10.  Taxes, charges and assessments.

     11.  Liability for additional assessment for tax in connection with new
construction pursuant to N.J.S.A. 54:4-63.1 et seq.

     12.  Water charges, if any, affecting the premises in question.

     13.  Rights or claims of parties in possession not shown by the public
records, limited, however, to the Lease.

     14.  Encroachments, overlaps, boundary line disputes, or other matters 
which would be disclosed by an accurate survey and inspection of the Property.

     15.  Any liens, or right to a lien, for services, labor, or material
heretofore or hereafter furnished,
imposed by law and not shown by the public record, except such liens
attributable to Seller.

     16.  Terms and conditions contained in Riparian Grants from the State of 
New Jersey to Benjamin Brown, recorded March 28,1882 in Deed Book 88, page 80 
and to James B. Reilly,
recorded August 11,1899 in Deed Book 233, page 417 provided, however, the Title
Company insures that the grantees in the Riparian Grants were the upland
owners at the time said Grants were given.


DECLARATION OF COMMENCEMENT DATE OF LEASE: by Resorts International Inc. a
Delaware Corporation and Ocean Showboat Inc. a New Jersey Corporation dated
December 15,1983 recorded May 1,1984 in Deed Book 3911 page 63.

ASSIGNMENT AND ASSUMPTION OF LEASE: by Ocean Showboat Inc. a New Jersey
Corporation to Atlantic City Showboat, Inc. a New Jersey Corporation dated
December 3, 1984 recorded December 24,1984 in Deed Book 4004 page 310.

FIRST AMENDMENT TO LEASE:   between Resorts International Inc. a Delaware
Corporation and Atlantic City Showboat Inc. a New Jersey Corporation dated
January 15, 1985 recorded August 16,1985 in Deed Book 4107 page 141.


                                  23
<PAGE>
SECOND AMENDMENT TO LEASE: between Resorts International Inc. a Delaware
Corporation and Atlantic City Showboat Inc. a New Jersey Corporation dated
July 5,1985 recorded November 25,1985 in Deed Book 4158, page 221.

THIRD AMENDMENT TO LEASE:   between Resorts International Inc. a Delaware
Corporation and Atlantic City Showboat Inc. a New Jersey Corporation dated
October 28, 1985 recorded November 25,1985 in Deed Book 4158, page 227.

RESTATED THIRD AMENDMENT TO LEASE: between Resorts International Inc. a
Delaware Corporation and Atlantic City Showboat, Inc. a New Jersey Corporation 
dated October 28,1985 recorded February 20,1987 in Deed Book 4406 page 17.

FOURTH AMENDMENT TO LEASE: between Resorts International Inc. a Delaware
Corporation and Atlantic City Showboat Inc. a New Jersey Corporation dated 
December 16,1986 recorded February 20,1987 in Deed Book 4406, page 37.

FIFTH AMENDMENT TO LEASE:   between Resorts International Inc. a Delaware
Corporation and Atlantic City Showboat Inc. a New Jersey Corporation dated
March 2, 1987 recorded March 23,1987 in Deed Book 4421 page 10.

SIXTH AMENDMENT TO LEASE:   between Resorts International Inc. a Delaware
Corporation and Atlantic City Showboat, Inc. a New Jersey Corporation dated
March 13, 1987 recorded March 23, 1987 in Deed Book 4421 page 17.

SEVENTH AMENDMENT TO LEASE: between Resorts International Inc. a Delaware
Corporation and Atlantic City Showboat, Inc. a New Jersey Corporation date
October 18, 1988 recorded December 19,1988 in Deed Book 4814 page 231.

EIGHTH AMENDMENT TO LEASE: between Resorts International Inc., a Delaware
Corporation and Atlantic City Showboat, Inc. a New Jersey Corporation dated
May 18, 1993 recorded May 18,1993 in Deed Book 5500, page 284.









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