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                                                                    EXHIBIT 10.4


                             TAX SHARING AGREEMENT


     THIS TAX SHARING AGREEMENT ("Agreement") is entered into as of the _____
day of ___________, 2002 by and between DOVER DOWNS ENTERTAINMENT, INC., a
Delaware corporation ("Distributing Co."), and DOVER DOWNS GAMING &
ENTERTAINMENT, INC., a Delaware corporation ("Controlled Co.")  (Distributing
Co. and Controlled Co. are sometimes collectively referred to herein as the
"Companies"). Capitalized terms used in this Agreement are defined in Section 1
below. Unless otherwise indicated, all "Section" references in this Agreement
are to sections of this Agreement.

                            PRELIMINARY STATEMENTS

     A. As of the date hereof, Distributing Co. is the common parent of an
affiliated group of corporations, including Controlled Co., which has elected to
file consolidated Federal income tax returns.

     B. Incident to the distribution of Controlled Co. by Distributing Co., the
Companies have entered into an Agreement Regarding Distribution and Plan of
Reorganization (the "Distribution Agreement").

     C. The Distribution Agreement sets forth corporate transactions pursuant to
which Distributing Co., subject to the satisfaction of certain terms and
conditions, will distribute all of the capital stock of Controlled Co. held by
Distributing Co. to Distributing Co.'s shareholders in a transaction intended to
qualify as a tax-free distribution to Distributing Co. and its shareholders
under Section 355 of the Code and pursuant to a Private Letter Ruling issued by
the Internal Revenue Service dated (the "Letter Ruling").

     D. As a result of the Distribution, Controlled Co. and its subsidiaries
will cease to be members of the affiliated group of which Distributing Co. is
the common parent (the "Distribution Closing Date").

     E. The Companies desire to provide for and agree upon the allocation
between the parties of liabilities for Taxes arising prior to, as a result of,
and subsequent to the transactions contemplated by the Distribution Agreement,
and to provide for and agree upon other matters relating to Taxes.

                                   AGREEMENT

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

     1. DEFINITION OF TERMS. For purposes of this Agreement (including the
recitals hereof), the following terms have the following meanings:

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     "Accounting Cutoff Date" means, with respect to Controlled Co., any date as
of the end of which there is a closing of the financial accounting records for
such entity.

     "Accounting Firm" shall have the meaning provided in Section 14.

     "Adjustment Request" means any formal or informal claim or request filed
with any Tax Authority, or with any administrative agency or court, for the
adjustment, refund, or credit of Taxes, including (a) the filing of a Tax Return
for a Tax Period showing a Tax overpayment for such Tax Period and requesting a
refund or credit of that Tax overpayment, (b) any amended Tax Return claiming
adjustment to the Taxes as reported on the Tax Return or, if applicable, as
previously adjusted, or (c) any claim for refund or credit of Taxes previously
paid.

     "Affiliate" means any entity that directly or indirectly is "controlled" by
the person or entity in question. "Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a person or entity, whether through ownership of voting securities,
by contract or otherwise. Except as otherwise provided herein, the term
Affiliate shall refer to Affiliates of a person as determined immediately after
the Distribution, provided that Distributing Co. and controlled Co. shall not be
deemed Affiliates of each other. The term "Affiliate" includes a Subsidiary,
partnership or limited liability company of an entity.

     "Agreement" shall mean this Tax Sharing Agreement.

     "Carryback" means any net operating loss, net capital loss, excess tax
credit, or other similar Tax Item which may or must be carried from one Tax
Period to an earlier Tax Period under the Code or other applicable Tax Law.

     "Code" means the U.S. Internal Revenue Code of 1986, as amended, or any
provisions of succeeding law.

     "Companies" means Distributing Co. and Controlled Co., collectively, and
"Company" means any one of Distributing Co. and Controlled Co.

     "Consolidated or Combined Income Tax" means any Income Tax computed by
reference to the assets or activities of members of more than one Group.

     "Consolidated or Combined State Income Tax" means any State Income Tax
computed by reference to the assets or activities of members of more than one
Group.

     "Consolidated Tax Liability" means, with respect to any Distributing Co.
Federal Consolidated Return, the Tax liability of the group as determined under
Section 1502 of the Code and the Treasury Regulations thereunder.

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     "Controlled Adjustment" means any proposed adjustment by a Tax Authority or
claim for refund asserted in a Tax Contest or Adjustment Request to the extent
Controlled Co. would be exclusively liable for any resulting Tax under this
Agreement or exclusively entitled under Section 4.7(d) to receive any resulting
Tax Benefit under this Agreement.

     "Controlled Group" means Controlled Co. and its Subsidiaries and
partnerships, limited liability companies, or other entities that are Affiliates
and in which Controlled Co. or its Subsidiaries own an interest as determined
immediately after the Distribution Closing Date or entities that were previously
Affiliates engaged in the Company Business.

     "Controlled Group Consolidated Tax Liability" or "Controlled Group
Consolidated or Combined State Income Tax Liability" with respect to any Tax
period means such Tax Liability allocated to the Controlled Group as if the
relevant members of the Controlled Group were not and never were part of the
Group which includes one or more members of the Distributing Group, but rather
were a separate affiliated group of corporations filing a similar group return.
This computation shall be made (a) by taking into account transactions with any
member of the Distributing Group in the first Tax period such transactions are
required to be taken into account for Tax purposes under applicable law; (b)
without regard to the income, deductions (including net operating loss and
capital loss deductions), credits or other Tax Items in any year of any member
of the Distributing Group; (c) by not taking into account net operating loss or
net capital loss carryovers and carrybacks, minimum Tax credits from earlier
years or any other Tax Item of the Controlled Group from any Tax period other
than the particular Tax period for which the Tax Liability is being computed;
(d) by applying the maximum applicable statutory Tax rate in effect under
applicable law during the relevant year; (e) reflecting the positions, elections
and accounting methods used by the Group in preparing the relevant Return for
the Group; and (f) for State Income Tax, without regard to the sales, property
or other apportionment factors of any member of the Distributing Group. The
Controlled Group Consolidated Tax Liability or Controlled Group Consolidated or
Combined State Income Tax Liability may not exceed the actual Consolidated Tax
Liability of the Group or actual Consolidated or Combined State Income Tax
Liability of the relevant Group.

     "Distributing Adjustment" means any proposed adjustment by a Tax Authority
or claim for refund asserted in a Tax Contest or Adjustment Request to the
extent Distributing Co. would be exclusively liable for any resulting Tax under
this Agreement and exclusively entitled to receive any resulting Tax Benefit
under this Agreement.

     "Distributing Co. Federal Consolidated Return" means any United States
Federal Tax Return for the affiliated group (as that term is defined in Code
Section 1504) that includes Distributing Co. as the common parent and any member
of the Controlled Group.

     "Distributing Group" means Distributing Co. and its Subsidiaries and
partnerships, limited liability companies, or other entities that currently are
or previously have been Affiliates, excluding any entity that is a member of the
Controlled Group.

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     "Distribution" means the distribution to Distributing Co. shareholders on
the Distribution Closing Date of all of the outstanding capital stock of
Controlled Co. owned by Distributing Co. or any other distribution of the
capital stock of a Subsidiary in connection with the Transactions that is
intended to be tax-free under Section 355 of the Code.

     "Distribution Agreement" means the Agreement Regarding Distribution and
Plan of Reorganization dated as of the date of this Agreement between the
Distributing Co. and the Controlled Co.

     "Distribution Closing Date" means the Distribution Date as that term is
defined in the Distribution Agreement.

     "Federal Income Tax" means any Tax imposed by Subtitle A or F of the Code.

     "Federal Tax Adjustment" shall have the meaning provided in Section 2.2(b).

     "Group" means the Distributing Co. Group, the Controlled Co. Group, or both
of such Groups as the context requires.

     "Income Tax" means any Federal Income Tax, State Income Tax, or Foreign
Income Tax.

     "Joint Adjustment" means any proposed adjustment resulting from a Tax
Contest that is not a (i) Controlled Adjustment, (ii) a Distributing Adjustment,
or (iii) any other type of adjustment that gives rise to an indemnification
payment by one Company to the other Company pursuant to this Agreement.

     "Post-Distribution Period" means any Tax Period beginning after the
Distribution Closing Date, and, in the case of any Straddle Period, the portion
of such Straddle Period beginning the day after the Distribution Closing Date.

     "Pre-Distribution Period" means any Tax Period ending on or before the
Distribution Closing Date, and, in the case of any Straddle Period, the portion
of such Straddle Period ending on the Distribution Closing Date.

     "Prime Rate" Shall have the meaning set forth in the Distribution
Agreement.

     "Prohibited Action" shall have the meaning provided in Section 11(a).

     "Responsible Company" means, with respect to any Tax Return, the Company
having responsibility for preparing and filing such Tax Return under this
Agreement.

     "Ruling Request" means the letter dated July 30, 2001 filed by Distributing
Co. with the Internal Revenue Service requesting a ruling from the Internal
Revenue Service regarding certain tax consequences of the Distribution
(including all attachments, exhibits, and other materials

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submitted with such ruling request letter) and any amendment or supplement to
such ruling request letter.

     "Separate Company Tax" means any Tax computed by reference to the assets
and activities of a member or members of a single Group.

     "Straddle Period" means any Tax Period that begins on or before and ends
after the Distribution Closing Date.

     "State Income Tax" means any Tax imposed by any state of the United States
or by any political subdivision of any such state which is imposed on or
measured by net income, including state and local franchise or similar Taxes
measured by net income.

     "Subsidiary" shall have the meaning set forth in Treasury Regulations
section 1.1502-1(c).

     "Tax" or "Taxes" means any income, gross income, gross receipts, profits,
capital stock, franchise,  withholding, payroll, social security, workers
compensation, unemployment, disability, property, ad valorem, stamp, excise,
severance, occupation, service, sales, use, license, lease, transfer, import,
export, value added, alternative minimum, estimated or other similar tax
(including any fee, assessment, or other charge in the nature of or in lieu of
any tax) imposed by any governmental entity or political subdivision thereof,
and any interest, penalties, additions to tax, or additional amounts in respect
of the foregoing.

     "Tax Attribute" means any item of deduction or credit, any net operating
loss, consolidated net operating loss, capital loss, consolidated net capital
loss or other similar Tax Item attributable during a Tax period to the
Distributing Group or the Controlled Group.

     "Tax Authority" means, with respect to any Tax, the governmental entity or
political subdivision thereof that imposes such Tax, and the agency (if any)
charged with the collection of such Tax for such entity or subdivision.

     "Tax Benefit" means the Tax effect of any refund, credit, or other
reduction in otherwise required Tax payments (including any reduction in
estimated tax payments) determined at the maximum applicable statutory Tax rate
in effect under applicable law during the relevant year.

     "Tax Contest" means an audit, review, examination, or any other
administrative or judicial proceeding with the purpose or effect of
redetermining Taxes of any of the Companies or their Affiliates (including any
administrative or judicial review of any claim for refund) for any Tax Period
ending on or before the Distribution Closing Date or any Straddle Period.

     "Tax Detriment" means the Tax effect at the maximum applicable statutory
Tax rate in effect under applicable law during the relevant year with respect to
any increase in gain or income, reduction in deductions or loss or reduction of
credit for Tax Items of the Controlled Group.

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     "Tax Item" means, with respect to any Income Tax, any item of income, gain,
loss, deduction, and credit.

     "Tax Law" means the law of any governmental entity or political subdivision
thereof relating to any Tax.

     "Tax Period" means, with respect to any Tax, the period for which the Tax
is reported as provided under the Code or other applicable Tax Law.

     "Tax Records" means Tax Returns, Tax Return workpapers, documentation
relating to any Tax Contests, and any other books of account or records
maintained or required to be maintained under the Code or other applicable Tax
Laws or under any record retention agreement with any Tax Authority.

     "Tax Return" or "Return" means any report of Taxes due, any claims for
refund of Taxes paid, any information return with respect to Taxes, or any other
similar report, statement, declaration, or document required to be filed under
the Code or other Tax Law, including any attachments, exhibits, or other
materials submitted with any of the foregoing, and including any amendments or
supplements to any of the foregoing.

     "Transactions" means only those transactions described in the Letter
Ruling.

     "Treasury Regulations" means the regulations promulgated from time to time
under the Code as in effect for the relevant Tax Period.

     2. ALLOCATION OF TAX LIABILITIES. The provisions of this Section 2 are
intended to determine each Company's liability for Taxes with respect to Pre-
Distribution Periods. Once the liability has been determined under this Section
2, Section 5 determines the time when payment of the liability is to be made,
and whether the payment is to be made to the Tax Authority directly or to the
other Company.

          2.1 General Rule.

               (a) Distributing Co. Liability. Distributing Co. shall be liable
for Taxes for Pre-Distribution Periods not specifically allocated to the
Controlled Co. under this Section 2. Distributing Co. shall indemnify and hold
harmless the Controlled Group from and against any liability for Taxes for which
Distributing Co. is liable under this Section 2.1(a).

               (b) Controlled Co. Liability. Controlled Co. shall be liable for,
and shall indemnify and hold harmless the distributing Group from and against,
any liability for Taxes which are allocated to Controlled Co. under this
Agreement.

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               (c) Allocation of Tax Attributes. Tax Attributes shall be
allocated to the appropriate entity which incurred such Tax Attributes,
irrespective of the entity which may have reported them.

          2.2 Allocation of United States Federal Income Tax. Except as provided
in Section 2.5:

               (a) Allocation of Tax Relating to Federal Consolidated Returns.
With respect to the Distributing Co. Federal Consolidated Tax returns to be
filed for the Tax Period ended on December 31, 2000 and for the Tax Period ended
in 2001, the Controlled Co. shall pay the Distributing Co. the amount set forth
in Section 5.1(b).

               (b) Allocation of Federal Consolidated Return Tax Adjustments. If
there is any adjustment with respect to any Distributing Co. Federal
Consolidated Return, or to such Return as previously adjusted, Controlled Co.
shall be liable to Distributing Co. for the amounts set forth in this Section
2.2(b) attributable to the net amount of the adjustments in such year for Tax
Items of the Controlled Group.

                    (i)   The amount, if any, equal to the Controlled Group
Consolidated Tax Liability computed with the net amount of the adjustments,
minus the Controlled Group Consolidated Tax Liability as computed before such
adjustments;

                    (ii)  If any adjustment results in a reduction in the amount
of a Tax Benefit realized by the Distributing Group from a Tax Attribute of the
Controlled Group, the amount of such reduction whether or not the Controlled
Group was previously paid in respect of such Tax Attribute; and

                    (iii) If not otherwise taken into account under subdivision
(i) of this Section 2.2(b), the amount of the Tax Detriment to the Distributing
Group from the use in the year of the adjustment of a Tax Attribute of the
Distributing Group against a Tax Item of the Controlled Group even though such
Tax Attribute would otherwise be carried to a future Tax period.

Any amount due to Distributing Co. by Controlled Co. shall be computed initially
by Distributing Co. and confirmed by a nationally recognized accounting firm
selected by Distributing Co.

     2.3 Allocation of State Income Taxes. Except as provided in Section 2.5,
State Income Taxes shall be allocated as follows:

          (a) Separate Company Taxes. In the case of any State Income Tax which
is a Separate Company Tax, Controlled Co. shall be liable for such Tax imposed
on any members of the Controlled Group.

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          (b) Consolidated or Combined State Income Taxes. In the case of any
Consolidated or Combined State Income Tax, the liability of Controlled Co. with
respect to such Tax for any Tax Period shall be computed as follows:

               (i)  Allocation of Tax Reported on Tax Returns. In the case of
any Consolidated or Combined State Income Tax reported on any Tax Return to be
filed after the Distribution Closing Date, Controlled Co. shall be liable to
Distributing Co. for the State Income Tax liability in accordance with Section
5.3(b).

               (ii) Allocation of Combined or Consolidated State Income Tax
Adjustments. If there is any adjustment with respect to a Consolidated or
Combined State Income Tax Return (or as previously adjusted), Controlled Co.
shall be liable to Distributing Co. for the amounts set forth in this Section
2.3(b)(ii) attributable to the net amount of the adjustments in such year for
Tax Items of the Controlled Group.

                    (A) The amount, if any, equal to the Controlled Group
Consolidated or Combined State Income Tax Liability computed with the net amount
of the adjustments, minus the Controlled Group Consolidated or Combined State
Income Tax Liability as computed before such adjustments;

                    (B) If any adjustment results in a reduction in the amount
of a Tax Benefit realized by the Distributing Group from a Tax Attribute of the
Controlled Group, the amount of such reduction whether or not the Controlled
Group was previously paid in respect of such Tax Attribute; and

                    (C) If not otherwise taken into account under subdivision
(ii)(A) of this Section 2.3(b), the amount of the Tax Detriment to the
Distributing Group from the use in the year of the adjustment of a Tax Attribute
of the Distributing Group against a Tax Item of the Controlled Group even though
such Tax Attribute would otherwise be carried to a future Tax period.

     Any amount due to Distributing Co. by Controlled Co. shall be computed
initially by Distributing Co. and confirmed by a nationally recognized
accounting firm selected by Distributing Co. and take into account the effective
state and local Income Tax rate of the applicable Group. The corporations
identified in Schedule "A" hereto shall be treated for purposes of this Section
2.3(b)(ii) as members of the Distributing Group even though they are members of
the Controlled Group and the Tax Items of these corporations shall belong to the
Distributing Group to the extent set forth in Schedule "A" hereto.

          2.4 Allocation of Other Taxes. Except as provided in Section 2.5, all
Taxes other than those specifically allocated pursuant to Sections 2.2 and 2.3
shall be allocated based on the legal entity on which the legal incidence of the
Tax is imposed. As between the parties to this Agreement, Controlled Co. shall
be liable for all Taxes imposed on any member of the Controlled Group including,
for purposes of clarification, any Tax imposed by any foreign governmental
authority or political subdivision thereof. The Companies believe that there is
no

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Tax not specifically allocated pursuant to Section 2.3 which is legally imposed
on more than one legal entity (e.g., joint and several liability); however, if
there is any such Tax, it shall be allocated in accordance with past practices
as reasonably determined by the Distributing Co., or in the absence of such
practices, in accordance with any reasonable allocation method determined by
Distributing Co.

          2.5 Transaction and Other Taxes.

               (a) Distributing Co. Liability. Except as otherwise provided in
this Section 2.5, Distributing Co. shall be liable for, and shall indemnify and
hold harmless the Controlled Group from and against, any liability for the
following:

                    (i)   any sales and use, documentary, recording or stamp Tax
imposed on the transfer of property to a member of the Distributing Group
occurring solely pursuant to the Transactions;

                    (ii)  any Federal Income Tax or State Income Tax resulting
from any income or gain recognized by Distributing Co. or a Subsidiary (as
determined or identified on or before the Distribution Closing Date) as a result
of a Distribution failing to qualify for tax-free treatment pursuant to Section
355 of the Code and related provisions;

                    (iii) any Federal Income Tax or State Income Tax (other than
a Tax described in subparagraph (ii) above) resulting from the Transactions;
provided, however, that Distributing Co. shall not be liable for, and shall not
be obligated to indemnify and hold harmless the Controlled Group from and
against liability for any Tax described in clauses (ii) and (iii) above to the
extent it arises as a result of Controlled Co.'s, or any member of the
Controlled Group engaging in any Prohibited Action as defined in Section 11.
Except as otherwise provided in this Section 2.5(a), any Tax resulting from, or
arising by reason of, the Transactions shall be paid by the member of the
Distributing Group or Controlled Group, as the case may be, on which the legal
incidence of the Tax is imposed and which has the primary legal liability for
such Tax. Notwithstanding anything in this Section 2.5 to the contrary, any Tax
from item (vi) in the "Proposed Transaction" as contained in the Letter Ruling
shall be paid by Distributing Co.

          (b) Indemnity for Certain Acts. Controlled Co. shall be liable for,
and shall indemnify and hold harmless the Distributing Group from and against
any liability for any Tax described in paragraph (a)(ii) or (a)(iii) above to
the extent arising as a result after the Distribution Closing Date of Controlled
Co.'s or any member of the Controlled Group engaging in any Prohibited Action as
defined in Section 11, or a breach by Controlled Co. of its representations,
warranties and covenants set forth in Section 11. In such case, Distributing Co.
shall not be liable for such amounts. If Controlled Co. is liable to the
Distributing Group by reason of this Section 2.5(b), the Tax described in
paragraph (a)(ii) or (a)(iii) shall be computed in accordance with Section
2.2(b), Section 2.3(b)(ii) and Section 2.4, as applicable.

          (c) Shared Liability. Notwithstanding Section 2.5(a) to the contrary,
the Distributing Group and the controlled Group shall share equally any Tax
described in paragraph

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(a)(ii) or (a)(iii) if such Tax did not arise as a result of a Prohibited Action
or breach of any representation, warranty or covenant set forth in Section 11 by
any member of the Distributing Group or the Controlled Group.

     3. PRORATION OF TAXES FOR STRADDLE PERIODS. In the case of any Straddle
Period, and in the case of a Tax Period of any member of the Controlled Group
which ends on the Distribution Closing Date, Tax Items shall be apportioned
between Pre-Distribution Periods and Post-Distribution Periods in accordance
with the principles of Treasury Regulations under Section 1502 of the Code.

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          4. PREPARATION AND FILING OF TAX RETURNS.

               4.1 General. Except as otherwise provided in this Section 4, Tax
Returns shall be prepared and filed when due (including extensions) by the
person obligated to file such Tax Returns under the Code or applicable Tax Law.
The Companies shall provide, and shall cause their Affiliates to provide,
assistance and cooperate with one another in accordance with Section 7 with
respect to the preparation and filing of Tax Returns, including providing
information required to be provided in Section 7.

               4.2 Distributing Co.'s Responsibility. Distributing Co. has the
exclusive obligation and right to prepare and file, or to cause to be prepared
and filed the following:

                    (a) Distributing Co. Federal Consolidated Returns for any
Periods ending on, before or after the Distribution Closing Date, including the
Pre-Distribution Period of any member of the Controlled Group.

                    (b) Consolidated or Combined State Income Tax Returns for
Tax Periods ending on or before the Distribution Closing Date or for any
Straddle Period.

                    (c) Tax Returns for State Income Taxes (including Tax
Returns with respect to State Income Taxes that are Separate Company Taxes) for
members of the Distributing Group.

               4.3 Controlled Co.'s Responsibility. Controlled Co. shall prepare
and file, or shall cause to be prepared and filed, all Tax Returns required to
be filed by or with respect to the Controlled Co. or members of the Controlled
Group other than those Tax Returns which Distributing Co. is required to prepare
and file under Section 4.2.

               4.4 Tax Accounting Practices.

                    (a) General Rule. Except as otherwise provided in this
Section 4.4, any Tax Return for any Pre-Distribution Period or any Straddle
Period, and any Tax Return for any Post-Distribution Period to the extent items
reported on such Tax Return might reasonably affect items reported on any Tax
Return for any Pre-Distribution Period or any Straddle Period, shall be prepared
in accordance with past Tax accounting practices used with respect to the Tax
Returns in question (unless such past practices are no longer permissible under
the Code or other applicable Tax Law); provided, however, the determination of
depreciation, amortization, gain, and loss on vehicles for any Straddle Period
shall be made by Distributing Co. and to the extent any items are not covered by
past practices (or in the event such past practices are no longer permissible
under the Code or other applicable Tax Law), in accordance with reasonable Tax
accounting practices selected by the Responsible Company.

                    (b) Reporting of Transaction Tax Items. The tax treatment
reported by Controlled Co. on any Tax Return, whether for a Pre-Distribution or
Post-Distribution Period, of Tax Items relating to the Transactions shall be
consistent with the

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treatment of such item on the Distributing Co. Federal Consolidated Return that
includes the Distribution.

               4.5 Consolidated or Combined Returns. The Companies will elect
and join, and will cause their respective Affiliates to elect and join, in
filing consolidated, unitary, combined, or other similar joint Tax Returns for
Pre-Distribution and Straddle Periods, to the extent each entity is eligible to
join in such Tax Returns, if the Distributing Co. reasonably determines that the
filing of such Tax Returns is consistent with past reporting practices, or in
the absence of applicable past practices, will result in the minimization of the
net present value of the aggregate Tax to the entities eligible to join in such
Tax Returns. In addition, the Controlled Co. shall be required to file a
consolidated return for Federal Income Tax purposes for its first Tax Period in
the Post-Distribution Period ending after the Distribution Closing Date, and the
Controlled Co. shall make all necessary elections, and cause each member of the
Controlled Group to file all necessary consents, in accordance with Treasury
Regulations section 1.1502-75 required to file that consolidated return.

               4.6 Right to Review Tax Returns. The Responsible Company with
respect to any Tax Return shall make such Tax Return and related workpapers
available for review by the other Company, if requested, to the extent (a) such
Tax Return relates to Taxes for which the requesting party may be liable, (b)
such Tax Return relates to Taxes for which the requesting party may be liable in
whole or in part or for any additional Taxes owing as a result of adjustments to
the amount of Taxes reported on such Tax Return, (c) such Tax Return relates to
Taxes for which the requesting party may have a claim for Tax Benefits under
this Agreement, or (d) the requesting party reasonably determines that it must
inspect such Tax Return to confirm compliance with the terms of this Agreement.

     The Responsible Company shall make such Tax Return available for review as
required under this paragraph at least thirty (30) days prior to the due date
for filing such Tax Returns to provide the requesting party with a meaningful
opportunity to analyze and comment on such Tax Returns and have such Tax Returns
modified before filing. The Companies shall attempt in good faith to resolve any
issues arising out of the review of such Tax Returns. Issues that cannot be
resolved by the Companies shall be resolved in the manner set forth in Section
14; provided, however, that such Tax Return shall be timely filed in the manner
prepared by the Responsible Company if the issues cannot be resolved prior to
the time required by law (including extensions) for the filing of such Tax
Return.

               4.7 Claims for Refund, Carrybacks, and Self-Audit Adjustments
("Adjustment Requests").

                    (a)  Consent Required for Adjustment Requests Related to
Consolidated or Combined Income Taxes. Except as provided in paragraph (b)
below, each of the Companies hereby agrees that (i) any decision to file an
Adjustment Request with respect to any Consolidated or Combined Income Tax for a
Pre-Distribution Period shall be made by Distributing Co., and (ii) any
available elections to waive the right to claim in any Pre-Distribution Period
with respect to any Consolidated or Combined Income Tax, any Carryback

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arising in a Post-Distribution Period shall be made, and no affirmative election
shall be made to claim any such Carryback. Any Adjustment Request shall be
prepared and filed by the Responsible Company under Section 4.2 for the Tax
Return to be adjusted. The Company requesting the Adjustment Request shall
provide to the Responsible Company all information required for the preparation
and filing of such Adjustment Request in such form and detail as reasonably
requested by the Responsible Company. Notwithstanding anything to the contrary
in this paragraph (a), the consent of the Controlled Co. shall not be necessary
for any Carryback by Distributing Co. or any member of the Distributing Group
provided such Carryback constitutes a Distributing Adjustment in the year (or
years) such Carryback is absorbed.

                    (b) Other Adjustment Requests Permitted. Nothing in this
Section 4.7 shall prevent either Company or its Affiliates from filing any
Adjustment Request with respect to Income Taxes which are not Consolidated or
Combined Income Taxes or with respect to any Taxes other than Income Taxes. Any
refund or credit obtained as a result of any such Adjustment Request (or
otherwise) shall be for the account of the person liable for the Tax under this
Agreement.

                    (c) Payment of Refunds. Any refunds or other Tax Benefits
received by the Controlled Group (or any of its Affiliates) as a result of any
Adjustment Request which are for the account of a member of the Distributing
Group shall be paid by the Controlled Co. to the Distributing Co. in accordance
with Section 6.

                    (d) Payment of Refunds and Tax Benefits by Distributing Co.
to Controlled Co. The Distributing Co. shall pay the Controlled Co. the
following amounts, with respect to Consolidated or Combined Income Tax for any
Pre-Distribution Periods:

                    (i) The amount of any refund of Consolidated or Combined
Income Tax (including the amount of any interest received with respect to such
Tax refund) attributable to an adjustment of the Tax Items of the Controlled
Group received by the Distributing Co. as a result of an Adjustment Request, Tax
Contest or other action of a Tax Authority. The amount of such Tax refund shall
equal:

                         (A) the Consolidated Tax Liability, or Consolidated or
Combined State Income Tax Liability, after all adjustments for Tax Items of the
Distributing Group but before any adjustment for Tax Items of the Controlled
Group, minus

                         (B) the Consolidated Tax Liability, or Consolidated or
Combined State Income Tax Liability, after all adjustments for the Tax Items of
both the Distributing Group and the Controlled Group;

                    (ii) The amount payable by the Distributing Co. to the
Controlled Co. under Section 4.7(d)(i) shall be paid with interest at the Prime
Rate from the date such amount is received by Distributing Co. to the date of
payment which shall be made no later than ninety (90) days after the receipt of
such Tax refund by Distributing Co., and shall be reduced by

                                                                              13
<PAGE>

the amounts Controlled Co. owes, at that time, to the Distributing Co. under
this Agreement or the Distribution Agreement.

                    (iii) If, as a result of an adjustment in a particular Tax
period, the Controlled Group makes a payment of Tax to the Distributing Group in
accordance with Section 5.2(a) or Section 5.4(a), and such adjustment leads
directly to a reduction of income or an increase in deductions relating to Tax
Items of the Controlled Group in a later Tax period in the Pre-Distribution
Period (a "Turnaround Adjustment"), the Distributing Co. shall pay the
Controlled Group the Tax attributable to such Turnaround Adjustment. The amount
of the Turnaround Adjustment shall be reduced by the net adjustments for other
Tax Items of the Controlled Group arising in the Tax Period or in the Pre-
Distribution Period in which the Turnaround Adjustment is allowed (the
"Turnaround Tax Period"). The Tax attributable to the Turnaround Adjustment
shall equal:

                         (A) the Consolidated Tax Liability, or Consolidated or
Combined State Income Tax Liability, after all adjustments for Tax Items of the
Distributing Group and the net adjustments for Tax Items of the Controlled Group
(other than the Turnaround Adjustment) which create Tax Attributes of the
Controlled Group used by the Distributing Group, minus

                         (B) the Consolidated Tax Liability, or Consolidated or
Combined State Income Tax Liability, after all adjustments for Tax Items of the
Distributing Group and the Controlled Group.

     The amount of the Tax attributable to the Turnaround Adjustment shall be
paid by Distributing Co. to Controlled Co. within ninety (90) days of the date
following the expiration of the applicable statute of limitations for the
Turnaround Tax Period plus interest as determined under Section 6621 of the Code
(or the corresponding provisions of state law) as if the amount of Tax
attributable to the Turnaround Adjustment was an overpayment of Income Tax for
the Turnaround Tax Period. No payment is required under this Section 4.7(d)(iii)
if the Tax attributable to a Turnaround Adjustment is refunded and paid to the
Controlled Group in accordance with Section 4.7(d)(i) and (ii).

                    (iv) Notwithstanding Section 5.2(a) or Section 5.4(a) to the
contrary, if the Controlled Group would otherwise be required to make a Tax
payment for a Tax period ("Earlier Tax Period") with respect to a Tax Item
giving rise to a Turnaround Adjustment in a Turnaround Tax Period, that Tax for
the Earlier Tax Period will be netted with the Tax attributable to the
Turnaround Adjustment (as determined under Section 4.7(d)(iii)) only if that
Earlier Tax Period and the Turnaround Tax Period are in the same audit cycle and
the statutes of limitation for such Tax Periods expire at the same time.

                    (v)  Except as required in Section 4.7(d)(i) and (iii), the
Distributing Group shall not be obligated to pay the Controlled Group for the
Tax Benefit arising to the Distributing Group from an adjustment to the Tax
Items of the Controlled Group. Notwithstanding the preceding sentence to the
contrary, the amount of such Tax Benefit used by

                                                                              14
<PAGE>

the Distributing Co. as a result of the adjustment to the Tax Items of the
Controlled Group in a Tax period shall constitute a set-off upon the expiration
of the statute of limitations for the Tax period in which the adjustment is made
against the amount the Controlled Group owes to the Distributing Group under
this Agreement for another Tax period. This Section 4.7(d)(v) does not apply to
the extent the amount of the Tax Benefit is refunded to the Controlled Group in
accordance with Section 4.7(d)(i) or paid (or offset) to such Controlled Group
in accordance with Section 4.7(d)(iii) or (iv).

          5. TAX PAYMENTS AND INTERCOMPANY BILLINGS.

               5.1 Payment of Taxes With Respect to Distributing Co. Federal
Consolidated Returns Filed After the Distribution Closing Date. In the case of
any Distributing Co. Federal Consolidated Return filed after the Distribution
Closing Date:

                    (a) Computation and Payment of Tax Due. On or prior to the
filing of such Return, Distributing Co. shall compute the amount of Tax required
to be paid to the Internal Revenue Service (taking into account the requirements
of Section 4.4 relating to consistent accounting practices) with respect to such
Tax Return and shall pay such amount to the Internal Revenue Service on or
before the Payment Date.

                    (b) Amount Due for Prior Periods. Subject to adjustments as
set forth in Section 2.2(b), no amounts are currently due and owing by the
Controlled Co. with respect to any Consolidated Tax Liability for periods ending
on or prior to the year ended on December 31, 2000 or for Tax periods ended in
2001.

               5.2 Payment of Federal Income Tax Related to Adjustments.

                    (a) Adjustments Resulting in Underpayments. Distributing Co.
shall pay to the Internal Revenue Service when due any additional Federal Income
Tax required to be paid as a result of adjustment to the Tax liability with
respect to any Distributing Co. Federal Consolidated Return. The Controlled Co.
in accordance with Section 2.2(b) shall pay to Distributing Co. any amount due
Distributing Co. under Section 2.2(b) within ninety (90) days from the date of
receipt by Controlled Co. of a written notice and demand from Distributing Co.
for payment of the amount due, accompanied by a statement describing in
reasonable detail the particulars relating thereto. When the adjustments for a
Tax period create additional Federal Income Tax with respect to a Distributing
Co. Federal Consolidated Return, the Controlled Co. shall pay the Distributing
Co. any amount due to the Distributing Co. under Section 2.2(b) no earlier than
when such additional Federal Income Tax is due. In any other case where the
Controlled Co. owes an amount to Distributing Co. under Section 2.2(b) (where,
for example, the adjustments do not create any additional Federal Income Tax
because the Controlled Group uses a Tax Attribute of the Distributing Group),
the Controlled Co. shall pay the Distributing Co. any amount due to the
Distributing Co. under Section 2.2(b) no earlier than after the expiration of
the applicable statute of limitations for the Tax period in which the
adjustments are made. Any payments required under this Section 5.2(a) shall
include interest computed at the Prime Rate based on the number of days from the
date any additional Tax was paid by Distributing Co. to

                                                                              15
<PAGE>

the date of the payment under this Section 5.2(a), or in the case the amount due
Distributing Co. under Section 2.2(b) does not involve any additional Federal
Income Tax (for example, the use by Controlled Group of a Tax Attribute of the
Distributing Group), from the date any additional Tax would have been required
to be paid by Distributing Co. to the date of payment under this Section 5.2(a).

                    (b) Adjustments Resulting in Overpayments. Except as
provided in Section 4.7 (d), Distributing Co. shall retain any Tax refund or
other Tax Benefit resulting from any adjustment to the Consolidated Tax
Liability or to any Distributing Co. Federal Consolidated Return.

               5.3 Payment of State Income Tax With Respect to Returns Filed
After the Distribution Closing Date. In the case of any Consolidated or Combined
State Income Tax Return filed after the Distribution Closing Date:

                    (a) Computation and Payment of Tax Due. On or prior to any
Payment Date for any Tax Return with respect to any State Income Tax, the
Responsible Company shall compute the amount of Tax required to be paid to the
applicable Tax Authority (taking into account the requirements of Section 4.4
relating to consistent accounting practices) with respect to such Tax Return on
such Payment Date and the Responsible Company shall, if it is not the Company
liable for the Tax reported on such Tax Return, notify the Company liable for
such Tax in writing of the amount of Tax required to be paid on such Payment
Date. The Company liable for such Tax will pay such amount to such Tax Authority
on or before such Payment Date.

                    (b) Amount Due for Prior Periods. Subject to adjustments as
set forth in Section 2.3(b)(ii), no amounts are currently due and owing by the
Controlled Co. with respect to any Consolidated or Combined State Income Tax for
periods ending on or prior to the year ended on December 31, 2001 or for Tax
periods ended in 2002.

               5.4 Payment of State Income Taxes Related to Adjustments.

                    (a) Adjustments Resulting in Underpayments. Distributing Co.
shall pay to the applicable Tax Authority when due any additional State Income
Tax required to be paid as a result of any adjustment to the Tax liability with
respect to any Tax Return for any Consolidated or Combined State Income Tax for
any Pre-Distribution Period. Controlled Co. in accordance with Section
2.3(b)(ii) shall pay to Distributing Co. any amount due Distributing Co. under
Section 2.3(b)(ii) within ninety (90) days from the date of receipt by
Controlled Co. of a written notice and demand from Distributing Co. for payment
of the amount due, accompanied by a statement describing in reasonable detail
the particulars relating thereto. When the adjustments for a Tax Period create
additional State Income Tax with respect to a Consolidated or Combined State
Income Tax Return, the Controlled Co. shall pay the Distributing Co. any amount
due to the Distributing Co. under Section 2.3(b)(ii) no earlier than when such
additional State Income Tax is due. In any other case where the Controlled Co.
owes an amount to Distributing Co. under Section 2.3(b)(ii) (where, for example,
the adjustments do not create any

                                                                              16
<PAGE>

additional State Income Tax because the Controlled Group uses a Tax Attribute of
the Distributing Group), the Controlled Co. shall pay the Distributing Co. any
amount due to the Distributing Co. no earlier than after the expiration of the
applicable statute of limitations for the Tax period in which the adjustments
are made. Controlled Co. shall also pay to Distributing Co. interest on its
respective share of any additional Tax computed at the Prime Rate based on the
number of days from the date the additional Tax was paid by Distributing Co. to
the date of its payment to Distributing Co. under this Section 5.4(a), or in the
case the amount due Distributing Co. under Section 2.3(b)(ii) does not involve
any additional State Income Tax (because, for example, of the use by Controlled
Group of a Tax Attribute of the Distributing Group), from the date any
additional Tax would have been required to be paid by Distributing Co. to the
date of payment under this Section 5.2(a).

                    (b) Adjustments Resulting in Overpayments. Except as
provided in Section 4.7 (d), Distributing Co. shall retain any Tax refund or
other Tax Benefit resulting from any adjustment to the Tax liability with
respect to any Tax Return for any Consolidated or Combined State Income Tax for
any Pre-Distribution Period.

               5.5 Payment of Separate Company Taxes. Each Company shall pay, or
shall cause to be paid, to the applicable Tax Authority when due all Separate
Company Taxes owed by such Company or a member of such Company's Group.

               5.6 Indemnification Payments. If any Company (the "payor") is
required to pay to a Tax Authority a Tax that is properly allocated to another
Company (the "responsible party") under this Agreement, the responsible party
shall reimburse the payor within ninety (90) days of delivery by the payor to
the responsible party of an invoice for the amount due, accompanied by evidence
of payment and a statement detailing the Taxes paid and describing in reasonable
detail the particulars relating thereto. The reimbursement shall include
interest on the Tax payment computed at the Prime Rate based on the number of
days from the date of the payment to the Tax Authority to the date of
reimbursement under this Section 5.6.

          6. TAX BENEFITS. If a member of the Controlled Group receives any Tax
Benefit with respect to any Taxes for which a member of the Distributing Group
is liable hereunder, the Controlled Co. shall make a payment to the Distributing
Co. within ninety (90) days following receipt of the Tax Benefit in an amount
equal to the Tax Benefit (including any Tax Benefit realized as a result of the
payment) plus interest on such amount computed at the Prime Rate based on the
number of days from the date of receipt of the Tax Benefit to the date of the
payment of such amount under this Section 6.

     7. ASSISTANCE AND COOPERATION.

          7.1 General. After the Distribution Closing Date, each of the
Companies shall cooperate (and cause their respective Affiliates to cooperate)
with each other and with each other's agents, including accounting firms and
legal counsel, in connection with Tax matters relating to the Companies and
their Affiliates including (i) preparation and filing of Tax Returns, (ii) the
liability for and amount of any Taxes due (including estimated Taxes) or the
right to and

                                                                              17
<PAGE>

amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any
administrative or judicial proceeding in respect of Taxes assessed or proposed
to be assessed. Such cooperation shall include making all information and
documents in their possession relating to the other Company and their Affiliates
available to such other Company as provided in Section 8. Each of the Companies
shall also make available to each other, as reasonably requested and available,
personnel (including officers, directors, employees and agents of the Companies
or their respective Affiliates) responsible for preparing, maintaining, and
interpreting information and documents relevant to Taxes, and personnel
reasonably required as witnesses or for purposes of providing information or
documents in connection with any administrative or judicial proceedings relating
to Taxes. For purposes of clarification, the Distributing Co. and its employees,
agents or accountants shall be given direct access to employees and agents of
the Controlled Group engaged in operations in order to prepare and file Tax
Returns. Any information or documents provided under this Section 7 shall be
kept confidential by the Company receiving the information or documents, except
as may otherwise be necessary in connection with the filing of Tax Returns or in
connection with any administrative or judicial proceedings relating to Taxes.

          7.2 Income Tax Return  Information.  Each  Company will provide to the
other Company  information  and documents  relating to their  respective  Groups
required by the other Company to prepare Tax Returns.  The  Responsible  Company
shall determine a reasonable  compliance schedule for such purpose in accordance
with Distributing Co.'s past practices.  Any additional information or documents
the Responsible Company requires to prepare such Tax Returns will be provided in
accordance with past practices, if any, or as the Responsible Company reasonably
requests and in  sufficient  time for the  Responsible  Company to file such Tax
Returns on a timely basis.

     8. TAX RECORDS.

          8.1 Retention of Tax Records.  Except as provided in Section 8.2, each
Company shall preserve and keep all Tax Records exclusively relating to the
assets and activities of its respective Group for Pre-Distribution Tax Periods,
and Distributing Co. shall preserve and keep all other Tax Records relating to
Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the
contents thereof may become material in the administration of any matter under
the Code or other applicable Tax Law, but in any event until the later of (a)
ninety (90) days after the expiration of any applicable statutes of limitation,
and (b) seven (7) years after the Distribution Closing Date. If, prior to the
expiration of the applicable statute of limitation and such seven-year period, a
Company reasonably determines that any Tax Records which it is required to
preserve and keep under this Section 8 are no longer material in the
administration of any matter under the Code or other applicable Tax Law, such
Company may dispose of such records upon ninety (90) days prior notice to the
other Company. Such notice shall include a list of the records to be disposed of
describing in reasonable detail each file, book, or other records being
disposed. The notified Company shall have the opportunity, at its cost and
expense, to copy or remove, within such 90-day period, all or any part of such
Tax Records.

          8.2 State Income Tax Returns. Tax Returns with respect to State Income
Taxes

                                                                              18
<PAGE>

and workpapers prepared in connection with preparing such Tax Returns shall be
preserved and kept, in accordance with the terms of Section 8.1, by the Company
having liability for the Tax.

          8.3 Access to Tax Records.  The Companies and their respective
Affiliates shall make available to each other for inspection and copying during
normal business hours upon reasonable notice all Tax Records in their possession
to the extent reasonably required by the other Company in connection with the
preparation of Tax Returns, audits, litigation, or the resolution of items under
this Agreement.

     9. TAX CONTESTS.

          9.1 Notice.  Each of the Companies shall provide prompt notice to the
other Company of any proposed assessment, actual assessment or proceeding or
other Tax Contest on or before ninety (90) days after the date it becomes aware
of such pending or threatened event related to Taxes for Tax Periods for which
it is indemnified by the other Company hereunder. Such notice shall contain
factual information (to the extent known) describing any asserted Tax liability
in reasonable detail and shall be accompanied by copies of any notice and other
documents received from any Tax Authority in respect of any such matters. If an
indemnified party has knowledge of an asserted Tax liability with respect to a
matter for which it is to be indemnified hereunder and such party fails to give
the indemnifying party prompt notice of such asserted Tax liability, then (i) if
the indemnifying party is precluded from contesting the asserted Tax liability
in any forum as a result of the failure to give prompt notice, the indemnifying
party shall have no obligation to indemnify the indemnified party for any Taxes
arising out of such asserted Tax liability, and (ii) if the indemnifying party
is not precluded from contesting the asserted Tax liability in any forum, but
such failure to give prompt notice results in a monetary detriment to the
indemnifying party, then any amount which the indemnifying party is otherwise
required to pay the indemnified party pursuant to this Agreement shall be
reduced by the amount of such detriment.

          9.2 Control of Tax Contests.

               (a) Separate Company Taxes. In the case of any Tax Contest with
respect to any Separate Company Tax, the Company having liability for the Tax
shall have exclusive control over the Tax Contest, including exclusive authority
with respect to any settlement of such Tax liability.

               (b) Consolidated or Combined Income Taxes. In the case of any Tax
Contest with respect to any Consolidated or Combined Income Tax, (i)
Distributing Co. shall control and decide on the defense or prosecution of the
portion of the Tax Contest directly and exclusively related to any Distributing
Adjustment, including settlement of any such Distributing Adjustment and (ii)
Controlled Co. shall have the right and authority to direct Distributing Co. in
the defense or prosecution of the portion of the Tax Contest directly and
exclusively related to any Controlled Adjustment, including settlement of any
such Controlled Adjustment, and (iii) Distributing Co. shall control the defense
or prosecution of Joint Adjustments, including settlement of any such Joint
Adjustment, and any and all administrative matters not directly and

                                                                              19
<PAGE>

exclusively related to any Distributing Adjustment or Controlled Adjustment. A
Company shall not agree to any Tax liability for which another Company may be
liable under this Agreement, or compromise any claim for any Tax Benefit which
another Company may be entitled under this Agreement, without such other
Company's written consent (which consent may be given or withheld at the sole
discretion of the Company from which the consent would be required), except that
this sentence shall not limit Distributing Co.'s authority and rights under
clause (iii) of the preceding sentence. The Distributing Co., in the case of any
examination or audit of a Distributing Co. Federal Consolidated Return, and the
Responsible Company in the case of any examination or audit of a Consolidated or
Combined State Income Tax Return, shall be the only parties representing the
members of the Group before, or meeting with, any Federal or State Tax Authority
in connection with the examination or audit. Notwithstanding the representation
by the Distributing Co. or Responsible Company before such Tax Authority, the
Distributing Co. or Responsible Company shall (A) provide the Controlled Co.
with all information reasonably requested relating to any Controlled Adjustment
or Joint Adjustment; (B) submit to such Tax Authority any facts, legal arguments
or other matters deemed advisable by Controlled Co. and provided by it to
Distributing Co. or the Responsible Company; and (C) not have the authority to
settle or otherwise compromise a Controlled Adjustment.

     10. EFFECTIVE DATE. This Agreement shall be effective on the Distribution
Closing Date.

     11. NO INCONSISTENT ACTIONS.

          11.1 Prohibited Actions. Controlled Co. covenants and agrees that it
will not take any Prohibited Action (as defined below), and it will cause its
Affiliates to refrain from taking any Prohibited Action, unless it has obtained
the prior written consent of Distributing Co. With respect to any Prohibited
Action proposed by Controlled Co., Distributing Co. shall grant its consent to
such Prohibited Action if, subject to Section 11.3, the Controlled Co. obtains a
ruling with respect to the Prohibited Action from the Internal Revenue Service
or other applicable Tax Authority that is reasonably satisfactory to the
Distributing Co., or the Controlled Co. obtains a tax opinion addressed to
Distributing Co. from one or more qualified firms designated by Distributing Co.
and such tax opinion is satisfactory to the Distributing Co. in its absolute
discretion. A Prohibited Action is any action which is inconsistent with the Tax
treatment of the Transactions and Distribution as contemplated in the Ruling
Request and Letter Ruling, and includes, but is not limited to, the following
actions:

               (a) any acquisition, directly or indirectly, of the shares of
capital stock of the Controlled Co. which has the effect of disqualifying a
Distribution, or any part thereof, from tax-free treatment under Section 355 of
the Code, including stock redemptions and stock issuances (whether in public
offerings, private placements or otherwise) and whether or not any such
acquisition is the result of direct actions, or within the control, of the
Controlled Co.;

               (b) a liquidation of the Controlled Co.;

               (c) a merger or consolidation with, or acquisition of Controlled
Co. by,

                                                                              20
<PAGE>

another company or person;

               (d) the sale, distribution or other disposition of the assets of
the Controlled Co. in a manner that would adversely affect the Income Tax
consequences of the Transactions;

               (e) the discontinuance of any material active businesses
conducted by Controlled Co. as of the Distribution Closing Date;

               (f) any event or fact relating to the Controlled Co. which is
inconsistent with a representation made by the Controlled Co. or Distributing
Co. in the Ruling Request, a representation, condition or factual assumption
contained in the Letter Ruling or otherwise in connection with any distribution
under Code Section 355;

               (g) any issuance of stock of Controlled Co. by Controlled Co.
(whether in public offerings, private placements or otherwise) or redemption or
acquisition of stock of Controlled Co. by Controlled Co., after the Distribution
(including stock of Controlled Co. issued to a person or group of persons which
becomes a five percent (5%) or greater shareholder of Controlled Co. as defined
in Section 355(e) of the Code and actively participates in the management or
operations of Controlled Co. by reason of that acquisition or at any point
thereafter and before the end of the two-year period beginning on the
Distribution Closing Date) which, by itself or together with transactions with
respect to Controlled Co. after the Distribution Closing Date and together with
other transactions with respect to Distributing Co. or Controlled Co. stock
within two years prior to the Distribution Closing Date, would cause the
Distribution to be presumed under Section 355(e)(2)(B) of the Code or Treasury
Regulations thereunder to be a distribution which is under Section
355(e)(2)(A)(ii) of the Code part of a plan or series of related transactions
pursuant to which one or more persons acquire directly or indirectly stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock of Controlled or stock possessing fifty (50%) percent or more
of the total value of all classes of stock of Controlled. In applying this
section (g) with respect to other transactions with respect to Distributing Co.
or Controlled Co. stock within two years prior to the Distribution Closing Date,
the Distribution, Distributing Co.'s stock repurchase plan, all outstanding
Distributing Co. stock options and warrants, and stock issued on the exercise of
options or as consideration in acquisitions shall be taken into account. Unless
otherwise provided in proposed, final or temporary Treasury Regulations under
Section 355(e) of the Code or other clear authority within the meaning of
Treasury Regulations section 1.6662-4(d)(3)(iii) and (iv), the exercise of
options shall be considered an issuance or acquisition of stock. For purposes of
this Section 11.1, any reference to Controlled Co. includes a reference to any
member of the Controlled Group, and any reference to Distributing Co. includes a
reference to any member of the Distributing Group. Except for a longer period as
may be required by Treasury Regulations under Section 355(e) of the Code,
clauses (a), (b), (c), (d), (e) and (f) of this Section 11.1 cease to have
effect three (3) years after the Distribution Closing Date; clause (g) shall
cease to have effect one year thereafter; and clause (e) shall cease to have
effect after December 31, 2002.

          11.2 No Inconsistent Plan or Intent. Controlled Co. and Distributing
Co. each represents and warrants that neither it nor any of its Affiliates has
any plan or intent to take any

                                                                              21
<PAGE>

action which is inconsistent with any factual statements or representations in
the Letter Ruling or Ruling Request. Regardless of any change in circumstances,
Controlled Co. and Distributing Co. each covenant and agree that it will not
take, and it will cause its Affiliates to refrain from taking, any such
inconsistent action on or before the expiration of the applicable statute of
limitation period for the assessment of Tax for the Tax period in which the
Distribution Closing Date occurs other than as permitted in this Section 11.

          11.3 Amended or Supplemental Rulings. No party other than Distributing
Co. shall have the authority to file with the IRS a ruling request relating to
the Transactions or Distribution. At the expense of Controlled Co., Controlled
Co. may prepare, or cause to be prepared, an amended or supplemental ruling
request to be filed by Distributing Co. and relating to the Transactions or
Distribution and provide a copy of such request to Distributing Co. provided,
however, that any decision whether to file any such request with the IRS, the
form and content of such request and the precise rulings requested shall be made
exclusively by Distributing Co .

          11.4 Waiver.  Notwithstanding Section 11.1(a) or (g) to the contrary,
the limitations in Section 11.1(g) shall not apply if (i) there is no excess of
the fair market value of all of the shares of Controlled Co. distributed in the
Distribution on the Distribution Closing Date over the adjusted tax basis of
those shares and (ii) the Controlled Co. obtains a tax opinion addressed to
Distributing Co. from a qualified firm designated by Controlled Co. and such tax
opinion is satisfactory to Distributing Co. in its reasonable discretion. The
adjusted basis of the shares in this Section 11.4(a) shall be estimated by
Distributing Co. within one hundred twenty (120) days after the Distribution
Closing Date and that amount shall be provided in writing to Controlled Co. The
initial estimate of the adjusted tax basis of the shares shall be adjusted based
upon the Consolidated Tax Return as filed by the Distributing Group for the Tax
period ended on December 31, 2001, or as later adjusted by a Tax Authority, but
any such adjustment (whether by such Tax Return or a Tax Authority) shall not
affect the application of clauses (i) and (ii), or stock issuances or other
actions limited by Section 11.1(a) or (g), before the particular adjustment.

          11.5 Effect of Waiver. The Distributing Co.'s granting of consent to a
Prohibited Action, whether in accordance with Section 11.1, Section 11.4 or
otherwise, does not make a Prohibited Action a non-Prohibited Action for
purposes of this Agreement. Thus, the Controlled Co. may be liable to the
Distributing Group for such Prohibited Action despite such consent in accordance
with Section 2.5(b) or Section 11.6.

          11.6 Additional Indemnification by Controlled Co.  In addition to the
Controlled Co. being responsible under Section 2.5(a)(ii), 2.5(a)(iii) and
2.5(b) for Taxes as a result of the Controlled Co. engaging in any Prohibited
Action or breaching its representations, warranties or covenants in Section
11.2, the Controlled Co. and each member of the Controlled Group indemnifies,
defends and holds harmless the Distributing Co. and each member of the
Distributing Group, and each of their respective directors, officers, employees
and agents and each of the heirs, executors, successors and assigns of any of
the foregoing, from and against any and all liabilities, obligations, damages,
costs, expenses or fees relating to, arising out of or

                                                                              22
<PAGE>

resulting from the Controlled Co. or any member of the Controlled Group engaging
in any Prohibited Action or breaching its representations, warranties or
covenants in Section 11.2 including, but not limited to, any and all
liabilities, obligations, damages, costs, expenses or fees relating to any
lawsuit by the shareholders of Distributing Co. against the Distributing Co.,
which may be filed if the Distribution fails to qualify for tax-free treatment
for such shareholders under Section 355 of the Code.

          11.7 Additional Indemnification by Distributing Co. For purposes of
this Section 11.7, a Prohibited Action of Distributing Co. has the meaning it
has in Section 11.1 by substituting "Distributing Co." for "Controlled Co." The
Distributing Co. and each member of the Distributing Group indemnifies, defends
and holds harmless the Controlled Co. and each member of the Controlled Group,
and each of their respective directors, officers, employees and agents and each
of the heirs, executors, successors and assigns of any of the foregoing, from
and against any and all liabilities, obligations, damages, costs, expenses or
fees relating to, arising out of or resulting from the Distributing Co. or any
member of the Distributing Group engaging in any Prohibited Action or breaching
its representations, warranties or covenants in Section 11.2 including, but not
limited to, any and all liabilities, obligations, damages, costs, expenses or
fees relating to any lawsuit by the shareholders of Distributing Co. against the
Controlled Co. which may be filed if the Distribution fails to qualify for tax-
free treatment for such shareholders under Section 355 of the Code.

          11.8 Additional Taxes.  Controlled Co. shall also be liable for any
Income Taxes of the Distributing Group for its Tax Period ending on December 31,
2000 relating to income arising by reason of Treasury Regulations section
1.1502-19, if Controlled Co. does not contribute before the Distribution Closing
Date funds to its subsidiaries as directed by Distributing Co. and, as a result
of such failure, income arises in the Distributing Group by reason of Treasury
Regulations section 1.1502-19.

          11.9 Standard.  Any opinion issued to Distributing Co. in accordance
with Section 11(a) or 11(d)(i) shall be issued under a "should" standard rather
than under a "more likely than not" or lesser standard of certainty.

     12. SURVIVAL OF OBLIGATIONS.  Unless otherwise stated to the contrary in
this Agreement, the representations, warranties, covenants and agreements set
forth in this Agreement shall be unconditional and absolute and shall remain in
effect without limitation as to time.

     13. TREATMENT OF PAYMENTS; TAX GROSS UP.

               13.1 Treatment of Tax Indemnity and Tax Benefit Payments. n the
absence of any change in tax treatment under the Code or other applicable Tax
Law,

                    (a) any Tax indemnity payments made by a Company under
Section 5 shall be reported for Tax purposes by the payor and the recipient as
distributions or capital contributions, as appropriate, occurring immediately
before the Distribution Closing Date, but

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only to the extent the payment does not relate to a Tax allocated to the payor
in accordance with Treasury Regulation Section 1.1502-33(d) (or under
corresponding principles of other applicable Tax Laws); and

                    (b) any Tax Benefit payments made by a Company under Section
6, shall be reported for Tax purposes by the payor and the recipient as
distributions or capital contributions, as appropriate, occurring immediately
before the Distribution Closing Date, but only to the extent the payment does
not relate to a Tax allocated to the payor in accordance with Treasury
Regulation Section 1.1502-33(d) (or under corresponding principles of other
applicable Tax Laws).

          13.2 Tax Gross Up.  If notwithstanding the manner in which Tax
indemnity payments and Tax Benefit payments were reported, there is an
adjustment to the Tax liability of a Company as a result of its receipt of a
payment pursuant to this Agreement, such payment shall be appropriately adjusted
so that the amount of such payment, reduced by the amount of all Income Taxes
payable with respect to the receipt thereof (but taking into account all
correlative Tax Benefits resulting from the payment of such Income Taxes), shall
equal the amount of the payment which the Company receiving such payment would
otherwise be entitled to receive pursuant to this Agreement.

          13.3 Interest Under This Agreement.  Anything herein to the contrary
notwithstanding, to the extent one Company ("indemnitor") makes a payment of
interest to another Company ("indemnitee") under this Agreement with respect to
the period from the date that the indemnitee made a payment of Tax to a Tax
Authority to the date that the indemnitor reimbursed the indemnitee for such Tax
payment, or with respect to the period from the date that the indemnitor
received a Tax Benefit to the date indemnitor paid the Tax Benefit to the
indemnitee, the interest payment shall be treated as interest expense to the
indemnitor (deductible to the extent provided by law) and as interest income by
the indemnitee (includible in income to the extent provided by law). The amount
of the interest payment shall not be adjusted under Section 13.2 to take into
account any associated Tax Benefit to the indemnitor or increase in Tax to the
indemnitee.

     14. DISAGREEMENTS.  If after good faith negotiations the parties cannot
agree on the application of this Agreement to any Tax matter, then the Tax
matter will be referred to a nationally recognized accounting firm selected by
Distributing Co. (the "Accounting Firm") provided, however, that the firm so
selected may not be the firm regularly used by Distributing Co. or Controlled
Co. The Accounting Firm shall furnish written notice to the parties of its
resolution of any such disagreement as soon as practical, but in any event no
later than forty-five (45) days after its acceptance of the matter for
resolution. Any such resolution by the Accounting Firm will be conclusive and
binding on all parties to this Agreement. In accordance with Section 15, each
party shall pay its own fees and expenses (including the fees and expenses of
its representatives) incurred in connection with the referral of the matter to
the Accounting Firm. All fees and expenses of the Accounting Firm in connection
with such referral shall be shared equally by the parties affected by the
matter.

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     15. LATE PAYMENTS.  Any amount owed by one party to another party under
this Agreement which is not paid when due shall bear interest at the Prime Rate,
compounded semiannually, from the due date of the payment to the date paid. To
the extent interest required to be paid under this Section 15 duplicates
interest required to be paid under any other provision of this Agreement,
interest shall be computed at the higher of the interest rate provided under
this Section 15 or the interest rate provided under such other provision.

     16. EXPENSES.

          16.1 Except as otherwise provided in this Agreement, each party and
its Affiliates shall bear their own expenses incurred in connection with the
preparation of Tax Returns, Tax Contests, and other matters related to Taxes
under the provisions of this Agreement.

          16.2 Fees, costs and expenses incurred by the Distributing Group to
unaffiliated third parties ("Third-Party Costs") shall be paid by the Controlled
Group to the extent set forth in this Section 16.2.

                    (a) Fifty percent (50%) of the Third-Party Costs relating to
the following Costs:
                         (i)   Costs to the Accounting Firm as provided in
Section 14;

                         (ii)  Costs relating to a Tax Contest which involves a
Joint Adjustment or shared liability under Section 2.5(c); and

                         (iii) relating to confirmation by an accounting firm of
the Controlled Group's determinations under Sections 5.1(c)(ii) and 5.3(c)(ii).

                    (b) One hundred percent (100%) of the Third-Party Costs
relating to the following Costs:

                         (i)  Costs relating to the preparation and filing of
Consolidated or Combined Income Tax Returns specified in Section 5.1(c) and
Section 5.3(c), which are allocated by the third party providing the services to
members of the Controlled Group;

                         (ii)  Costs relating to the preparation and filing of
Tax Returns described in Section 4.2(d);

                         (iii) Costs relating to a Tax Contest which involves a
Controlled Adjustment; and

                         (iv)  Costs incurred by the Distributing Group in
connection with an action, or proposed action, of a member of the Controlled
Group which constitutes, or might constitute, a Prohibited Action under Section
11, including any Costs incurred by the Distributing Group in making a decision
to waive the restriction on an action of a member of the

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Controlled Group which constitutes, or might constitute, a Prohibited Action.

     17. GENERAL PROVISIONS.

            17.1 Addresses and Notices. Any notice, demand, request or report
required or permitted to be given or made to any party under this Agreement
shall be in writing and shall be deemed given or made when delivered in party or
when sent by first class mail or by other commercially reasonable means of
written communication (including delivery by an internationally recognized
courier service or by facsimile transmission) to the party at the party's
principal business address. A party may change the address for receiving notices
under this Agreement by providing written notice of the change of address to the
other parties.

            17.2 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their successors and assigns.

            17.3 Waiver. No failure by any party to insist upon the strict
performance of any obligation under this Agreement or to exercise any right or
remedy under this Agreement shall constitute waiver of any such obligation,
right, or remedy or any other obligation, rights, or remedies under this
Agreement.

            17.4 Invalidity of Provisions. If any provision of this Agreement is
or becomes invalid, illegal or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall
not be affected thereby.

            17.5 Further Action. The parties shall execute and deliver all
documents, provide all information, and take or refrain from taking action as
may be necessary or appropriate to achieve the purposes of this Agreement,
including the execution and delivery to the other parties and their Affiliates
and representatives of such powers of attorney or other authorizing
documentation as is reasonably necessary or appropriate in connection with Tax
Contests (or portions thereof) under the control of such other parties in
accordance with Section 9.

            17.6 Integration. This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter of this Agreement and
supersedes all prior agreements and understandings pertaining thereto. In the
event of any inconsistency between this Agreement and the Distribution Agreement
or any other agreements relating to the transactions contemplated by the
Distribution Agreement, the provisions of this Agreement shall control.

            17.7 Construction. The language in all parts of this Agreement shall
in all cases be construed according to its fair meaning and shall not be
strictly construed for or against any party.

            17.8 No Double Recovery; Subrogation. No provision of this Agreement
shall be construed to provide an indemnity or other recovery for any costs,
damages, or other amounts for which the damaged party has been fully compensated
under any other provision of this Agreement

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<PAGE>

or under any other agreement or action at law or equity. Unless expressly
required in this Agreement, a party shall not be required to exhaust all
remedies available under other agreements or at law or equity before recovering
under the remedies provided in this Agreement. Subject to any limitations
provided in this Agreement (for example, the limitation on filing claims for
refund in Section 4.7), the indemnifying party shall be subrogated to all rights
of the indemnified party for recovery from any third party.

            17.9 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

            17.10 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts executed in and to be performed in that State.

            17.11 Joint and Several Liability. Whenever the Distributing Co. is
liable to the Controlled Co. under this Agreement (a "Distributing Co.
Liability") or the Controlled Co. is liable to the Distributing Co. hereunder (a
"Controlled Co. Liability"), each member of the Distributing Group shall be
jointly and severally liable for a Distributing Co. Liability and each member of
the Controlled Group shall be jointly and severally liable for a Controlled Co.
Liability. This Section 17.11 shall be binding upon the successors, assigns or
transferees of any member of the applicable Group, and upon any entity which
becomes affiliated with the applicable Group after the date hereof and which
would have been a member of the Distributing Group or Controlled Group if the
affiliation existed immediately after the Distribution Closing Date (a "New
Member"). Each of the Distributing Co. and the Controlled Co. shall cause each
existing member and New Member of the Distributing Group and Controlled Group,
as applicable, to execute a counterpart to this Agreement and agree to the
provisions hereof including this Section 17.11.

            17.12 General Provision. The Distributing Co. shall be responsible
for preparing and mailing to the shareholders of Distributing Co. the statement
required by Treasury Regulation Section 1.355-5(b).

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers as of the date first written above.



                                        Dover Downs Entertainment, Inc.

                                        By:  ___________________________________
                                        Name:___________________________________
                                        Its: ___________________________________


                                        Dover Downs Gaming & Entertainment, Inc.

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<PAGE>

                                        By:  ___________________________________
                                        Name:___________________________________
                                        Its: ___________________________________

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