INTERIM CASINO OPERATING AGREEMENT


                THIS AGREEMENT made the 14th day of May, 1994.

B E T W E E N:

                   ONTARIO CASINO CORPORATION,
                   a corporation established
                   pursuant to the Enabling
                   Legislation and which is for
                   all its purposes an agent of
                   Her Majesty,

                   (hereinafter referred to as "OCC"),

                                           OF THE FIRST PART,

                              - and -

                   WINDSOR CASINO LIMITED,
                   a corporation incorporated
                   pursuant to the laws of the
                   Province of Ontario,

                   (hereinafter referred to as the "Operator"),

                                           OF THE SECOND PART,

                              - and -

                   CAESARS WORLD, INC.,
                   a corporation incorporated
                   pursuant to the laws of the
                   State of Florida, CIRCUS
                   CIRCUS ENTERPRISES, INC., a
                   corporation incorporated
                   pursuant to the laws of the
                   State of Nevada and HILTON
                   HOTELS CORPORATION, a
                   corporation incorporated
                   pursuant to the laws of the
                   State of Delaware,

                   (hereinafter individually referred to as a
                   "Participant" and, collectively, the
                   "Participants"),

                                           OF THE THIRD PART.

                WHEREAS, in response to a request for proposals
dated April 19, 1993, the Operator submitted a proposal for the
development, financing and operation of the Permanent Casino
Complex and indicated its willingness to negotiate and finalize an
agreement in respect of the Interim Casino Complex;

                AND WHEREAS the Operator has been designated as the
sole and exclusive party with whom OCC will undertake further
negotiations with respect to the Permanent Casino Complex;

           AND WHEREAS the parties have agreed to enter into this
Agreement to provide for the development and operation of the
Interim Casino Complex;

                THIS AGREEMENT WITNESSES THAT in consideration of
the respective covenants, agreements, representations, warranties
and indemnities of the parties herein contained and for other good
and valuable consideration (the receipt and sufficiency of which
are acknowledged by each party hereto), the parties hereby agree as
follows:


                            ARTICLE ONE

                            DEFINITIONS

      (a)  Definitions:  The following definitions shall apply in
the interpretation of this Agreement and the recitals and Schedules
hereto:

           (i)  "Adjacent Lands" means the lands in the City of
                Windsor legally described in Part 2 of Schedule A
                hereto and outlined in blue on Schedule B hereto
                and all appurtenances thereto;

           (ii) "Affiliate" means with respect to any Person, any
                legal entity which directly or indirectly Controls
                or is Controlled by such Person or any legal entity
                which is directly or indirectly Controlled by a
                Person which directly or indirectly Controls such
                Person;

           (iii)     "Applicable Law" means all public laws,
                     statutes, codes, acts, ordinances, orders,
                     rules, regulations, Governmental Consents and
                     Governmental Requirements, which now or at any
                     time hereafter may be applicable to and
                     enforceable against the relevant work or
                     activity in question or any part thereof,
                     including without limitation, those relating
                     to employment, zoning, building, life safety,
                     environment and health;

           (iv) "Approved Operating Budget" means, with respect to
                an Operating Year, the Operating Budget for such
                Operating Year as approved by OCC;

           (v)  "Approved Operating Plan" means, collectively, the
                Approved Operating Policies and the then current
                Approved Operating Budget;

           (vi) "Approved Operating Policies" means the Operating
                Policies for the Interim Casino Complex as approved
                by OCC pursuant to Subsection 3.5(d), as amended or
                supplemented from time to time in accordance with
                the terms hereof;

           (vii)     "Art Gallery Land" means the lands in the City
                     of Windsor legally described in Part 1 of
                     Schedule A hereto and outlined in red on
                     Schedule B hereto and all appurtenances
                     thereto;

           (viii)    "Auditors" means such firm of independent
                     nationally recognized chartered accountants
                     appointed by the Operator with the approval of
                     OCC, as the auditors for the Interim Casino
                     Complex;

           (ix)      "Base Fee" has the meaning ascribed thereto in
                     Subsection 8.1(a)(i);

           (x)  "Building" means the premises comprising the entire
                building having the municipal address of 445
                Riverside Drive, Windsor, Ontario situate on the
                Art Gallery Land containing a rentable area of
                approximately 90,063 square feet, leased to OCC
                pursuant to the Interim Casino Lease together with
                any premises situate on the Adjacent Lands;

           (xi) "Business Day" means any day which is not a
                Saturday, Sunday or a day observed as a holiday
                under the laws of the Province of Ontario or the
                federal laws of Canada applicable therein;

           (xii)     "Capital Renewal Reserve" means, for any
                     period, the reserve established in the
                     Approved Operating Budget for Capital
                     Renewals;

           (xiii)    "Capital Renewals" means additions or
                     improvements to the Interim Casino Complex,
                     including the purchase or lease on behalf of
                     OCC of FF&E by way of replacement, addition,
                     construction or repair of property with a
                     useful life of one year or more or which under
                     generally accepted accounting principles would
                     be classified as a capital expenditure
                     (excluding items with a cost of $200 or less
                     and, for greater certainty, excluding FF&E
                     Repairs and Major Capital Improvements);

           (xiv)     "Casino" means those areas located in the
                     Building which are used for the purpose of
                     playing or operating a Game of Chance;

           (xv) "Casino Accounts" means, collectively, the
                Operating Account and such other account or
                accounts with a financial institution or
                institutions designated by OCC in consultation with
                the Operator from time to time;

           (xvi)     "City" means The Corporation of the City of
                     Windsor;

           (xvii)    "City Mortgage" means the Charge/Mortgage of
                     Land in the principal amount of $5,000,000
                     dated September 30, 1993 made by the Landlord
                     in favour of the City and registered on title
                     to part of the Art Gallery Land and the
                     Adjacent Lands on October 1, 1993 as
                     Instrument Nos. 1250623 and 1250625;

           (xviii)   "Commencement Date" has the meaning ascribed
                     thereto in the Interim Casino Lease;

           (xix)     "Complex Lands" means, collectively, the Art
                     Gallery Land, those Parking Lot Lands upon
                     which the Parking Facilities are located and,
                     if applicable, the Adjacent Lands;

           (xx)      "Contingency Reserve" has the meaning ascribed
                     thereto in Section 8.3;

           (xxi)     "Control" or "Controlled" means the right to
                     direct the management and policies of a
                     Person, whether directly or indirectly, or to
                     elect a majority of the board of directors or
                     the trustees of a Person, whether through the
                     ownership of voting securities or by contract
                     or otherwise;
           (xxii)    "Deficiency Amounts" means, collectively,
                     Mandatory Deferrals and Discretionary
                     Deficiency Contributions, outstanding Pre-
                     Opening Expenses not included in Mandatory
                     Deferrals and accrued but unpaid Operator's
                     Fees;

           (xxiii)   "Discretionary Deficiency Contributions" has
                     the meaning ascribed thereto in Subsection
                     4.3(g);

           (xxiv)    "Enabling Legislation" means the Ontario
                     Casino Corporation Act, 1993 (Ontario), as
                     amended or re-enacted from time to time;

           (xxv)     "ETA" means the Excise Tax Act (Canada) as
                     amended or re-enacted from time to time;

           (xxvi)    "Event of Default" has the meaning ascribed
                     thereto in Section 10.1;

           (xxvii)   "Executive Staff" means the President and
                     Managing Director, the General Manager, the
                     Chief Financial Officer, the Financial
                     Controller, the Vice-President, Casino
                     Operations, the Casino Manager, the Director
                     of Surveillance, the Director of Non-Gaming
                     Operations, the Casino Controller, the
                     Director of Sales and Marketing, all
                     department heads and designated assistant
                     department heads, and such other employees as
                     may be designated as such by the Operator and
                     agreed to by OCC;

           (xxviii)  "Expert" has the meaning ascribed thereto in
                     Section 13.1;

           (xxix)    "FF&E" means all furniture, furnishings,
                     equipment (including all gaming equipment),
                     fixtures, apparatus and other personal
                     property used in, held in storage for use in,
                     or required in connection with the operation
                     of the Interim Casino Complex, other than
                     Operating Equipment and Operating Supplies;

           (xxx)     "FF&E Repairs" means, for any period, normal
                     maintenance and repair of FF&E as contemplated
                     in the Approved Operating Budget, expenditures
                     in respect of which during an Operating Year
                     will not exceed 2% of Gross Revenues for such
                     year except where otherwise agreed by OCC and
                     the Operator, which agreement can be reflected
                     in the Approved Operating Budget;

           (xxxi)    "Force Majeure" means any bona fide delay or
                     state of affairs beyond the control of a party
                     (other than as a result of financial
                     incapacity and other than a delay or state of
                     affairs caused by the party relying upon such
                     Force Majeure) which shall cause or contribute
                     towards any party being unable to fulfill or
                     being delayed or restricted in the fulfillment
                     of such party's obligation, including any such
                     delay or state of affairs by reason of:

                  (I)     the non-delivery or non-availability of
                          the supply or provision of any service or
                          the doing of any work or the making of
                          any repairs;

                 (II)     inability to obtain any required
                          material, goods, equipment, service or
                          labour;

                (III)     Applicable Law or inability to procure
                          any required Governmental Consent;

                 (IV)     any strikes, lockouts, slow-downs or
                          other combined action of workers or
                          labour disputes;

                  (V)     litigation or threatened litigation,
                          insurrection, acts of God, war, riots or
                          civil commotions; or

                 (VI)     any breach of this Agreement by another
                          party hereto or a delay or failure by
                          another party hereto in providing a
                          consent or approval (it being understood
                          that the Participants and the Operator
                          shall, for the purposes of this
                          Subsection 1.1(ae), collectively
                          constitute one party and that a consent
                          or approval given or withheld within the
                          time period envisaged by
                          Subsection 14.6(d) shall not constitute a
                          delay or failure by such party for the
                          purposes of this Subsection 1.1(ae)(vi)),

                in each case which results notwithstanding the
                reasonable efforts of the party relying upon such
                Force Majeure to prevent the same where the Force
                Majeure was reasonably foreseeable;

           (xxxii)   "Game of Chance" means a lottery scheme that
                     may be conducted and managed by a government
                     of a province under the authority of paragraph
                     207(1)(a) of the  Criminal Code (Canada) but
                     does not include a lottery scheme conducted by
                     the Ontario Lottery Corporation under the
                     Ontario Lottery Corporation Act;

           (xxxiii)  "Gaming Control Act" means the Gaming Control
                     Act, 1992 as amended or re-enacted from time
                     to time;

           (xxxiv)   "Gaming Control Commission" means the Gaming
                     Control Commission established under the
                     Regulatory Legislation and any successor or
                     replacement thereto;

           (xxxv)    "G.C.C. Levy" means the payments to be made
                     under Subsection 15(1)4 of the Enabling
                     Legislation to the general fund of the Gaming
                     Control Commission;

           (xxxvi)   "Governmental Authority" means Canada, the
                     Province of Ontario, the City, any other
                     political subdivision in which the Interim
                     Casino Complex is located, and any court or
                     political subdivision, agency, commission,
                     board or instrumentality or officer thereof,
                     whether federal, provincial, state or local,
                     including the Gaming Control Commission,
                     having or exercising a jurisdiction over OCC,
                     the Operator, a Participant, an Affiliate of a
                     Participant or the Interim Casino Complex, but
                     excluding OCC;

           (xxxvii)  "Governmental Consent" means any licence,
                     right, permit, franchise, privilege,
                     direction, decree, consent, order, permission,
                     approval or authority to be issued or provided
                     by a Governmental Authority;

           (xxxviii) "Governmental Requirements" means all laws and
                     agreements with any Governmental Authority
                     that are applicable to the development or
                     operation of the Interim Casino Complex,
                     including without limitation, any rules,
                     guidelines or restrictions created by or
                     imposed by Governmental Authorities;
           (xxxix)   "Gross Operating Receipts" means, for any
                     period, the aggregate of all revenues received
                     without duplication by or on behalf of the
                     Operator or OCC from the operation and use of
                     the Interim Casino Complex and any investment
                     or interest income arising out of cash
                     management of such revenues, all as determined
                     in accordance with generally accepted
                     accounting principles consistently applied,
                     without deduction on account of the Win Tax or
                     amounts representing GST on goods or services
                     provided that are directly related to the
                     conduct of Games of Chance, but excluding any
                     amounts representing GST on goods or services
                     provided other than those directly related to
                     the conduct of Games of Chance;

           (xl) "Gross Revenues" means, for any period, the
                aggregate of all sums received without duplication
                by or on behalf of the Operator or OCC from or in
                respect of the Interim Casino Complex or any part
                thereof;

           (xli)     "GST" means the tax imposed under Part IX of
                     the ETA or any tax replacing such tax,
                     including any interest and penalties thereon,
                     provided that in the event that any similar
                     tax is introduced by the Province of Ontario,
                     all references to "GST", "ETA" and "Receiver
                     General for Canada", shall apply, mutatis
                     mutandis, with respect to such tax and its
                     payment;

           (xlii)    "Her Majesty" means Her Majesty the Queen in
                     Right of Ontario;

           (xliii)   "Impositions" means all taxes, assessments,
                     imposts, water, sewer or other similar rents,
                     rates and charges, levies, licence fees,
                     permit fees, inspection fees and other
                     authorization fees and charges, which at any
                     time may be assessed, levied, confirmed or
                     imposed on the Interim Casino Complex (or in
                     each case, amounts paid in lieu thereof) or
                     the operation thereof, including the Win Tax
                     and the GST payable by the Operator or OCC to
                     the Receiver General for Canada or other GST
                     authority in respect of the operation and use
                     of the Interim Casino Complex but excluding,
                     for greater certainty, capital or income taxes
                     of the Operator and the G.C.C. Levy and GST
                     paid by the Operator or OCC for which it is
                     entitled to an input tax credit;

           (xliv)    "Improvements" means, collectively, the
                     Building and the Parking Facilities;

           (xlv)     "Incentive Fee" has the meaning ascribed
                     thereto in Subsection 8.1(a)(ii);

           (xlvi)    "including" means including without
                     limitation;

           (xlvii)   "Intellectual Property" means all trade or
                     brand names, trade marks, trade mark
                     registrations and applications, service marks,
                     service mark registrations and applications,
                     copyrights, copyright registrations and
                     applications, patents, patent registrations
                     and applications, trade secrets, know-how,
                     equipment and parts lists and descriptions,
                     instruction manuals, inventions, inventors'
                     notes, research data, unpatented blue prints,
                     drawings and designs, formulae, processes,
                     technology, software and all source and object
                     code versions thereof and all related
                     documentation, flow charts, service/operator
                     manuals and any enhancements, modifications or
                     substitutions thereof and other intellectual
                     property, together with all rights under
                     licences, registered user agreements,
                     technology transfer agreements and other
                     agreements or instruments relating to any of
                     the foregoing, but for greater certainty does
                     not include customer lists;

           (xlviii)  "Interim Casino Agreement to Lease" means the
                     agreement to lease the Art Gallery Land and
                     the Building dated October 1, 1993 and
                     accepted October 12, 1993 between the Landlord
                     and Her Majesty, including the Schedules
                     thereto, as assigned by Her Majesty to OCC by
                     agreement dated May 1, 1994;

           (xlix)    "Interim Casino Complex" means, collectively,
                     the Complex Lands and the Improvements;

           (l)  "Interim Casino Equipment" means the FF&E, the
                Operating Equipment and the Operating Supplies
                collectively;

           (li) "Interim Casino Lease" means, collectively, the
                Interim Casino Agreement to Lease and the Lease to
                be entered into pursuant to the Interim Casino
                Agreement to Lease substantially in the form of
                Schedule "D" thereto, as the same may be amended
                from time to time;

           (lii)     "Interim Casino Opening Date" means the date
                     on which the Casino is opened to the public;

           (liii)    "Landlord" means The Art Gallery of Windsor
                     and its successors and assigns as landlord
                     under the Interim Casino Lease;

           (liv)     "Losses" in respect of any matter, means all
                     claims, actions, demands, proceedings, suits,
                     losses, obligations, damages, penalties,
                     liabilities, deficiencies, costs and expenses
                     (including, without limitation, all legal and
                     other professional and consultant fees and
                     disbursements, interest, penalties and amounts
                     paid in settlement) arising directly or
                     indirectly as a consequence of such matter;

           (lv) "Major Capital Improvements" means capital
                improvements, renovation or refurbishing involving
                an addition to the Interim Casino Complex or any
                renovation or refurbishing designed to materially
                upgrade, or change the nature or image of, the
                Interim Casino Complex (as opposed to FF&E Repairs
                or items contained in that portion of the Approved
                Operating Budget relating to Capital Renewals);

           (lvi)     "Mandatory Deferrals" has the meaning ascribed
                     thereto in Subsection 4.3(f);

           (lvii)    "Master Agreement" has the meaning ascribed
                     thereto in the Permanent Casino Heads of
                     Agreement;
           (lviii)   "Material Agreements" means this Agreement,
                     the Interim Casino Lease, the Parking Lot
                     Leases and any other agreements which the
                     parties hereto have identified and agreed in
                     writing as being material to the development
                     or the operation of the Interim Casino
                     Complex;

           (lix)     "Maximum Mandatory Deferral" has the meaning
                     ascribed thereto in Subsection 4.3(f);

           (lx)      "Mediation Period" has the meaning ascribed
                     thereto in Section 13.1;

           (lxi)     "Net Operating Margin" means, for any period,
                     the Gross Operating Receipts for such period
                     less:

                  (I)     the Win Tax, up to a maximum of 20% of
                          that portion of Gross Operating Receipts
                          received from the conduct of Games of
                          Chance, and other Impositions (other than
                          GST) for such period;

                 (II)     the Operating Expenses for such period;

                (III)     FF&E Repairs for such period; and

                 (IV)     the Severance Reserve and any Contingency
                          Reserve for such period;

                but without deduction on account of interest
                expense, Capital Renewals, other capital
                expenditures, the Operator's Fee, the G.C.C. Levy,
                GST, depreciation and amortization, rent paid and
                other payments made (except for Impositions, other
                than GST, and Operating Expenses) under the Interim
                Casino Lease and the Parking Lot Leases or payments
                made representing repayment of Pre-Opening Expenses
                and interest thereon;

           (lxii)    "OCC" means the Ontario Casino Corporation,
                     the Crown corporation established pursuant to
                     the Enabling Legislation, and its successors
                     and permitted assigns;

           (lxiii)   "Operating Account" means an account to be
                     opened and maintained in the name of OCC with
                     a financial institution designated by OCC in
                     consultation with the Operator from time to
                     time and on which designated representatives
                     of the Executive Staff of the Operator
                     approved by OCC shall have signing authority;

           (lxiv)    "Operating Budget" means, for any period, a
                     budget or budgets setting forth, on an annual
                     and on a monthly basis, anticipated Gross
                     Revenues, Gross Operating Receipts, Win Tax,
                     Operating Expenses (and which may contain a
                     provision for contingencies not in excess of
                     15% in respect of any line item therein,
                     subject to overall contingencies not exceeding
                     5% of Operating Expenses), Net Operating
                     Margin, Operator's Fee and recommended Capital
                     Renewals, FF&E Repairs, Capital Renewal
                     Reserves, Operating Reserves, Contingency
                     Reserves and Severance Reserves on an accrual
                     basis and which will state the assumptions
                     used in its or their preparation;

           (lxv)     "Operating Equipment" means all china,
                     glassware, silverware and linens used in, or
                     held in storage for use in, the operation of
                     the Interim Casino Complex;

           (lxvi)    "Operating Expenses" means, for any period,
                     the aggregate, without duplication, of all
                     expenses incurred in respect of the operation
                     and maintenance of the Interim Casino Complex
                     in the ordinary course during such period,
                     including without limitation, wages, salaries,
                     security and surveillance, energy costs,
                     insurance premiums, property and business
                     taxes (or amounts paid in lieu thereof) and
                     regulatory costs and expenses (other than the
                     G.C.C. Levy);

           (lxvii)   "Operating Period" means the period beginning
                     with the Interim Casino Opening Date and
                     ending upon the expiration or sooner
                     termination of this Agreement;

           (lxviii)  "Operating Policies" means a collective term
                     for the standards, policies and procedures to
                     be adopted in connection with the operation of
                     the Interim Casino Complex including hiring
                     and training policies and procedures, human
                     resource programs, marketing programs,
                     insurance and bonding, credit and collection,
                     security (both physical and gaming), cash
                     management and investment policies and
                     purchasing and inventory policies and
                     procedures;

           (lxix)    "Operating Reserve" means, for any Operating
                     Year, the reserve which the parties have
                     agreed shall be established in the Approved
                     Operating Budget to satisfy those amounts
                     identified in Subsections 4.3(d)(i), (ii),
                     (iii), (iv), (vi) and (vii) for a period of at
                     least three months during such Operating Year
                     (assuming a 12 month Operating Year) in the
                     event that Gross Revenues received will be
                     insufficient to pay such amounts together with
                     any additional reserve as may be agreed to by
                     the Operator and OCC to ensure the continuous
                     and orderly operation of the Interim Casino
                     Complex;

           (lxx)     "Operating Supplies" means consumable items
                     used in, or held in storage for use in, the
                     operation of the Interim Casino Complex,
                     including food and beverages, fuel, soap,
                     cleaning material, matches, stationery and
                     other similar items and with respect to the
                     gaming operation, chips, tokens, markers,
                     cards and other similar items needed for such
                     operation;

           (lxxi)    "Operating Year" means the calendar year,
                     provided that the first Operating Year shall
                     commence on the Interim Casino Opening Date
                     and shall end on December 31, 1994 and the
                     last Operating Year shall end on the last day
                     of the Term;

           (lxxii)   "Operator" means Windsor Casino Limited, its
                     successors and permitted assigns;

           (lxxiii)  "Operator's Fee" has the meaning ascribed
                     thereto in Section 8.1;

           (lxxiv)   "Outstanding Pre-Opening Expenses" has the
                     meaning ascribed thereto in Section 11.2;

           (lxxv)    "Parking Facilities" means the surface parking
                     facilities in respect of which Parking Lot
                     Leases have been entered into by the Operator
                     in and upon one or more of the sites
                     comprising the Parking Lot Lands;

           (lxxvi)   "Parking Lot Lands" means the lands in or near
                     the City of Windsor identified by OCC and the
                     Operator as being possible locations for the
                     Parking Facilities;

           (lxxvii)  "Parking Lot Leases" means, collectively, the
                     agreements to lease the Parking Lot Lands
                     entered into by the Operator, as tenant, and
                     the respective owners of the Parking Lot
                     Lands, as landlord, and the formal leases
                     entered into pursuant thereto;

           (lxxviii) "Participant Data Bases" means, collectively,
                     the data bases and related software developed
                     by each of the Participants containing the
                     list of, and other information relating to,
                     those existing customers of each of the
                     Participants resident within a 250 mile radius
                     of the City of Windsor, as such list and
                     information is up-dated by the Participants
                     from time to time;

           (lxxix)   "Participant Properties" means, collectively,
                     all hotels and/or casinos other than the
                     Interim Casino Complex managed or operated by
                     a Participant or a combination of Participants
                     or any Affiliate of a Participant or a
                     combination of Participants or the Operator;

           (lxxx)    "Participant Services" means a collective term
                     for:

                  (I)     the worldwide network of branch offices,
                          sales offices, reservation offices and
                          casino offices operated by the
                          Participants, including

                     (II) the Hilton Reservation Service, and

                     (III)     sales offices and affiliate
                               locations, including Caesars Worlds
                               Marketing, and

                 (IV)     programs of advertising and business
                          promotion for Participant Properties
                          which are conducted by any of the
                          Participants,

                and which are available to the Participant
                Properties;

           (lxxxi)   "Participants" means the parties of the third
                     part hereto and their respective successors
                     and permitted assigns;

           (lxxxii)  "Permanent Casino Complex" has the meaning
                     ascribed to the term "Project" in the
                     Permanent Casino Heads of Agreement;

           (lxxxiii) "Permanent Casino Heads of Agreement" means
                     the agreement entitled "Heads of Agreement"
                     made as of even date herewith between the
                     parties hereto, as such agreement is amended
                     and/or supplemented from time to time;

           (lxxxiv)  "Permitted Debt" means:

                  (I)     any indebtedness for trade payables,
                          accounts payable and accruals incurred or
                          arising out of the ordinary course of
                          business; and

                 (II)     any indebtedness under any contract
                          authorized or contemplated under this
                          Agreement, the Permanent Casino Heads of
                          Agreement or the Master Agreement;

                but shall not include any indebtedness for borrowed
                money unless agreed to by OCC or such borrowing has
                been incurred to fund Pre-Opening Expenses or is
                necessary for funding any Discretionary Deficiency
                Contributions;

           (lxxxv)   "Permitted Encumbrances" means:

                  (I)     liens for taxes, assessments and
                          governmental charges due and being
                          contested in good faith and diligently by
                          appropriate proceedings (and for the
                          payment of which adequate provision has
                          been made);

                 (II)     servitudes, easements, restrictions,
                          rights-of-way and other similar rights in
                          real property or any interest therein;

                (III)     undetermined or inchoate liens, charges
                          and privileges incidental to current
                          construction or current operations and
                          statutory liens, charges, adverse claims,
                          security interests or encumbrances of any
                          nature whatsoever claimed or held by any
                          Governmental Authority that have not at
                          the time been filed or registered against
                          the title to the asset or served upon the
                          Operator pursuant to law or that relate
                          to obligations not due or delinquent;

                 (IV)     assignments of insurance provided to
                          landlords pursuant to the terms of any
                          lease, and liens or rights reserved in
                          any lease for rent or for compliance with
                          the terms of such lease;

                  (V)     security given in the ordinary course of
                          the Operator's business to any public
                          utility, municipality or government or to
                          any statutory or public authority in
                          connection with the operations of the
                          Operator's business, other than security
                          for borrowed money;

                 (VI)     the reservations in any original grants
                          from the Crown of any real property or
                          interest therein and statutory exceptions
                          to title;

                (VII)     encumbrances affecting the title to the
                          Complex Lands as of the date hereof
                          (including the City Mortgage); and

               (VIII)     any purchase money mortgage, charge,
                          pledge, lien or security interest
                          affecting any particular asset (and only
                          such asset) and created to secure payment
                          of all of the purchase price of such
                          asset;

           (lxxxvi)  "Person" or "person" means any individual,
                     partnership, corporation, joint venture,
                     association, joint stock company, trust,
                     unincorporated organization or a Governmental
                     Authority, and "corporation" shall include
                     "company" and vice versa;

           (lxxxvii) "Pre-Opening Expenses" means amounts incurred
                     and paid by the Operator in connection with
                     the provision by it of the Pre-Opening
                     Services and approved by OCC from time to time
                     through a budget or otherwise;

           (lxxxviii)     "Pre-Opening Period" means the period
                          from December 6, 1993 to the Interim
                          Casino Opening Date;

           (lxxxix)  "Pre-Opening Services" means, collectively,
                     the services to be provided by the Operator in
                     connection with:

                  (I)     the Renovations as detailed in Section
                          3.2;

                 (II)     the Parking Facilities as detailed in
                          Section 3.3;

                (III)     the acquisition and installation or
                          storage of the Interim Casino Equipment
                          as detailed in Section 3.4; and

                 (IV)     the other matters set forth in Section 3.5;

           (xc) "Prime Rate" means the rate of interest per annum
                established and reported by Canadian Imperial Bank
                of Commerce to the Bank of Canada from time to time
                as a reference rate of interest in order to
                determine the interest rate it will charge for
                demand loans in Canadian funds to its Canadian
                customers and which it refers to as its "prime
                lending rate" or "prime rate";

           (xci)     "Regulatory Legislation" means the Gaming
                     Control Act and all regulations made
                     thereunder and all mandatory directives and
                     orders issued thereunder or pursuant thereto;

           (xcii)    "Reimbursement Rate of Interest"  means 10%
                     per annum calculated and compounded monthly;

           (xciii)   "Renovation Plans" means the construction
                     plans and specifications relating to the
                     construction and development of the
                     Renovations developed or adopted by the
                     Operator and approved by OCC from time to
                     time;

           (xciv)    "Renovations" means the renovations to the
                     Building contemplated by the Renovation Plans
                     and includes all related fixtures, equipment
                     and attachments;

           (xcv)     "Severance Reserve" has the meaning ascribed
                     thereto in Section 11.4;
           (xcvi)    "Shareholders' Agreement" means the
                     shareholders' agreement for the Operator to be
                     entered into between the Participants and/or
                     Affiliates of the Participants and the
                     Operator;

           (xcvii)   "Term" means the period from and including the
                     date hereof to and including the last day of
                     the stated term of the Interim Casino Lease,
                     being April 30, 1997; and

           (xcviii)  "Wilful" means a voluntary, purposeful and
                     intentional act intended to do something
                     forbidden by this Agreement or Applicable Law,
                     to breach this Agreement or violate Applicable
                     Law, or to fail to do something required by
                     this Agreement or Applicable Law.
                     Furthermore, the "wilful breach", "wilful non-
                     performance", "wilful misconduct" and "wilful
                     act" shall be limited in the case of (i) any
                     Participant, to a wilful breach, wilful non-
                     performance, wilful misconduct or wilful act
                     authorized by the shareholders or Board of
                     Directors of such Participant; and (ii) the
                     Operator and OCC, to a wilful breach, wilful
                     non-performance, wilful misconduct or wilful
                     act authorized by the shareholders, Board of
                     Directors or the following key officers,
                     President and Managing Director, General
                     Manager or Chief Financial Officer of their
                     respective corporations.  The parties agree
                     that, except for the employees specifically
                     referred to above, the wilful breach, wilful
                     non-performance, wilful misconduct or wilful
                     act of a party's employee(s) shall not be
                     deemed a wilful breach, wilful non-
                     performance, wilful misconduct or wilful act
                     of a party.  The wilful breach, wilful non-
                     performance, wilful misconduct or wilful act
                     of any employee(s) other than the officers
                     named above (as to the Operator and OCC, as
                     the case may be) will not be imputed or
                     attributed to the employer for this purpose;
                     and

           (xcix)    "Win Tax" means payments to be made under
                     Subsection 15(1)2 of the Enabling Legislation
                     to the Consolidated Revenue Fund of the
                     Province of Ontario.

      (b)  Schedules:  The Schedules attached to this Agreement and
listed below shall have the same force and effect as if the
information contained therein were contained in the body of this
Agreement:

                Schedule A     -    Legal Descriptions of Art
                                    Gallery Land and Adjacent Lands
                Schedule B     -    Interim Casino Site

      (c)  Currency:  References to money herein are references to
lawful money in Canada.

                            ARTICLE TWO

                      APPOINTMENT OF OPERATOR

      (a)  Appointment of Operator as Independent Contractor:
Subject to Section 2.2, OCC hereby retains, on a sole and exclusive
basis, the Operator as an independent contractor to improve,
develop, operate and maintain the Interim Casino Complex in
accordance with this Agreement, the Approved Operating Policies and
the then current Approved Operating Budget for the Term.  The
Operator hereby accepts such appointment as independent contractor
upon and subject to the terms, conditions, covenants and provisions
set forth herein.  In connection with this appointment, the
Operator shall not enter into any agreements with third parties as
agent of OCC or otherwise hold itself out as a disclosed agent
acting on behalf of OCC as principal.

      (b)  Appointment of Operator as Agent:  Notwithstanding
Section 2.1, OCC hereby appoints the Operator as OCC's sole and
exclusive agent to operate on its behalf the Games of Chance to be
carried on in the Casino in accordance with this Agreement, the
Approved Operating Policies and the then current Approved Operating
Budget for the Term.  The Operator hereby accepts such appointment
as agent upon and subject to the terms, conditions, covenants and
provisions set forth herein.

      (c)  Limitation on Authority of Operator:  The Operator hereby
acknowledges and agrees that the Province of Ontario must conduct
and manage all Games of Chance to be carried on in the Interim
Casino Complex as required under paragraph 207(1)(a) of the
Criminal Code (Canada).  In order to ensure compliance with such
provision, in addition to any other limitations on the powers and
authority of the Operator as set forth herein, the Operator shall
not take any action which the Operator believes would have a
material effect or could reasonably be expected to have a material
effect on the operations, affairs, condition or prospects of the
Casino without obtaining the approval of OCC.  Without limiting the
foregoing:

           (i)  the Operator shall not take any action in
                connection with the operation of the Interim Casino
                Complex that is inconsistent in any material
                respect with the Approved Operating Policies
                without the approval of OCC; and

           (ii) OCC and its authorized representatives shall, in
                accordance with the Approved Operating Plan, be
                provided with working space and office support in
                or near the Casino and shall be entitled to access
                to all areas of the Casino.

                In acting hereunder in all matters relative to this
Agreement and in approving or consenting to any matter hereunder
not otherwise specifically provided for, OCC and the Operator shall
act in a reasonable manner taking into account the requirements of
paragraph 207(1)(a) of the Criminal Code (Canada) and the
Operator's and Participants' advice stemming from their knowledge
and experience as owners and operators of casino properties and the
gaming industry generally.

      (d)  Access to Building:  In order for the Operator to perform
its services hereunder, subject to Applicable Law, OCC agrees to
provide the Operator with full access to the Building.


                           ARTICLE THREE

                        PRE-OPENING PERIOD

      (a)  Pre-Opening Services:  During the Pre-Opening Period, and
subject to OCC's approval where required hereunder, the Operator
shall provide the Pre-Opening Services.  The Pre-Opening Expenses,
together with GST, shall, during the term of this Agreement, be
recoverable from Gross Revenues in accordance with, subject to and
to the extent provided in Subsection 4.3(d) hereof, and upon
termination of this Agreement, shall be repaid in accordance with
and to the extent set forth in this Agreement.

      (b)  Renovations:  The Operator shall, as independent
contractor, use its reasonable efforts to complete the Renovations
in accordance with Applicable Law and in all material respects in
accordance with the Renovation Plans.

      (c)  Parking Facility Arrangements:  OCC and the Operator have
identified certain locations comprising the Parking Lot Lands as
being suitable sites for the Parking Facilities.  OCC and the
Operator shall:

           (i)  proceed diligently and in good faith to determine
                which one or more of such locations will be
                required to adequately service the parking
                requirements of the Casino; and

           (ii) thereafter diligently commence and pursue
                negotiations with the owners of such locations for
                the lease of such lands to the Operator and the
                development and operation of the Parking Facilities
                thereon by the Operator on terms acceptable to OCC
                and the Operator,

all with the objective that the completed Parking Facilities will
be available on or before, or as soon as reasonably practicable
after, the Interim Casino Opening Date.  The Operator shall develop
plans, policies and procedures with the objective that the Parking
Facilities shall effectively and efficiently service the parking
requirements of the Casino (including the establishment and
operation of valet and shuttle services).

      (d)  Interim Casino Equipment:  The Operator shall consult
with and make recommendations to OCC with respect to the Interim
Casino Equipment to be acquired for the Interim Casino Complex and
thereafter, as agent for OCC, purchase or lease the Interim Casino
Equipment to be used in the Casino and as independent contractor
purchase or lease the Interim Casino Equipment to be used in those
parts of the Interim Casino Complex other than the Casino, and
install the same in the Interim Casino Complex or, as appropriate,
place the same in storage pending the need for use of the same in
the Interim Casino Complex.

      (e)  Other Services:  The Operator shall, as independent
contractor:

           (i)  use its reasonable efforts to ensure that it and
                all Persons retained by it or on its behalf for the
                provision of goods or services for or to the
                Interim Casino Complex are registered as suppliers
                as required under the Regulatory Legislation;

           (ii) use its reasonable efforts to obtain all necessary
                Governmental Consents required for the operation of
                the Interim Casino Complex in accordance with
                Applicable Law;

           (iii)     identify, select, interview, hire and train
                     personnel to be employed in the operation,
                     renovation and development of the Interim
                     Casino Complex, all such personnel to be
                     employees of the Operator and not OCC;

           (iv) in consultation with OCC, prepare and obtain OCC's
                approval to the Operating Policies for the Interim
                Casino Complex;

           (v)  from and after the Commencement Date and only
                during the Pre-Opening Period, remit directly to
                the Landlord as and when due all rent and other
                monies payable by the tenant under the Interim
                Casino Lease, unless the payment of such rent or
                other monies is being contested in good faith and
                diligently by appropriate proceedings (and for the
                payment of which adequate provision has been made);
               

           (vi) at the request of OCC, deliver within 30 days a
                certified cheque in the amount of $5,000,000
                payable to the City, such that OCC may deliver the
                same to the City in consideration for an assignment
                of the City Mortgage in registerable form; and

           (vii)     perform such other services and employ such
                     personnel and consultants and professional
                     advisers and do such other things as it may
                     deem necessary or advisable, acting
                     reasonably, in preparation of the Interim
                     Casino Complex for operations.


                           ARTICLE FOUR

                         OPERATING PERIOD

      (a)  Services:  During the Operating Period, the Operator
shall, in compliance with this Agreement and the then current
Approved Operating Budget and in all material respects in
accordance with the Approved Operating Policies, perform, or cause
to be performed for the account and expense of the Interim Casino
Complex, the following services:

           (i)  use its reasonable efforts to obtain and maintain
                all Governmental Consents required in connection
                with the proper, efficient and legal operation of
                the Interim Casino Complex;

           (ii) use its reasonable efforts to do or cause to be
                done all such things relating to the operation of
                the Interim Casino Complex which are necessary to
                ensure compliance with Applicable Law;

           (iii)     perform and, where desirable, contract for all
                     things necessary for the proper, efficient and
                     secure operation of, and the repair,
                     redecoration and maintenance in good working
                     order and appearance of, the Interim Casino
                     Complex and perform such other actions in or
                     about the Interim Casino Complex as it may,
                     acting reasonably, consider necessary or
                     advisable to carry out the intent of this
                     Agreement;

           (iv) use its reasonable efforts to negotiate and
                finalize concessions, licences or other
                arrangements with respect to other space and
                facilities in the Interim Casino Complex;

           (v)  purchase or lease such Operating Equipment and
                Operating Supplies as it may, acting reasonably,
                consider necessary or advisable for the proper
                operation of the Interim Casino Complex; and

           (vi) to the extent not completed by the Interim Casino
                Opening Date, diligently pursue the completion of
                the Pre-Opening Services.

Notwithstanding anything contained in this Agreement, the parties
acknowledge and agree that neither the Operator nor any of the
Participants, as the case may be, shall be required to perform any
obligation under this Agreement which requires it to expend its own
funds except:

                 (I)      to satisfy claims against the Operator
                          (as to the Operator) or any Participant
                          (as to such Participant) arising out of
                          Sections 12.1 and 12.3, respectively;

                (II)      to satisfy the deferral obligations of
                          the Operator under Subsections
                          4.3(f)(iii) and 4.3(f)(iv); and

               (III)      to satisfy the Operator's obligations to
                          make a repayment of Operator's Fees
                          pursuant to Subsection 8.1(c);

provided, however, this is not intended to release the Operator in
its capacity as a separate corporation to expend its own funds to
effect actions consistent with its existence as a separate entity
including maintenance of its existence and maintenance of its
registration.

      (b)  Annual Operating Budget:  In furtherance of its
obligation to operate all aspects of the Interim Casino Complex,
the Operator shall, not less than 45 days and not more than 60 days
prior to the start of an Operating Year, submit to OCC for its
approval the proposed Operating Budget for the Interim Casino
Complex for the ensuing Operating Year and thereafter submit to OCC
for its approval orderly revisions of such Approved Operating
Budget from time to time.  In its preparation of such Operating
Budget, the Operator shall base its estimates upon the most recent
and reliable information then available, taking into account the
location of the Interim Casino Complex and its experience and
knowledge.  The parties acknowledge that the Operating Budget
consists of projections that may not necessarily be achieved.  If
OCC shall fail to approve any proposed Operating Budget within 30
days of its submission by the Operator, or to submit its objections
to the Operator within such period, then OCC shall be deemed to
have approved such proposed Operating Budget.  If OCC objects to
certain portions of the proposed Operating Budget, the undisputed
portions of the proposed Operating Budget shall be deemed to be
approved and, until the disputed portions are approved, the
corresponding items in the Approved Operating Budget for the
immediately preceding Operating Year (as adjusted by the percentage
increase in the Consumer Price Index last published immediately
before the time the Operating Budget was submitted to OCC for its
approval over the Consumer Price Index last published before the
Operating Budget for the previous operating year was submitted to
OCC for its approval) shall be substituted in the proposed
Operating Budget in respect of such disputed portions.  The mere
fact that an amount or expense is contemplated by the Approved
Operating Budget shall not in and of itself require the Operator to
expend such amount or incur such expense.

      (c)  Accounting and Distribution of Funds:  In furtherance of
its obligation to operate all aspects of the Interim Casino
Complex, the Operator shall perform the following accounting and
financial services:

           (i)  Monthly Reports:  The Operator shall, within 20
                days after the end of each month, prepare and
                submit to OCC written reports, in a format approved
                by OCC, for the Interim Casino Complex setting out:

                  (I)     income and expense statements for the
                          Interim Casino Complex on a departmental
                          basis for the preceding month and the
                          year to date on an accrual basis with
                          comparisons to the Approved Operating
                          Budget and showing separately for the
                          preceding month, the computation of the
                          Operator's Fee proposed to be paid for
                          such preceding month, and a balance
                          sheet;

                 (II)     an operating statement reconciling
                          Capital Renewal Reserves and Operating
                          Reserves taken in previous months to
                          Capital Renewals and Operating Expenses
                          incurred and paid; and

                (III)     bank reconciliations of the Casino
                          Accounts as at the end of the previous
                          month.

           (ii) Banking:  The Operator shall handle all banking
                necessary for the due performance of the Operator's
                accounting and administrative functions under the
                provisions of this Agreement and for the receipt
                and disbursements of all monies pertaining to the
                Interim Casino Complex required to be attended to
                by the Operator under the provisions of this
                Agreement.

           (iii)     Operating Account:  The Operator shall,
                     subject to the establishment and maintenance
                     of appropriate petty cash funds and gaming
                     bankroll (including but not limited to money
                     in machines, at tables, cashier's desk and the
                     house vaults as required for operators),
                     deposit in the appropriate Casino Accounts in
                     the normal course and without delay all Gross
                     Revenues and all other cash, cheques and other
                     negotiable instruments which come into the
                     Operator's hands pursuant to the provisions of
                     this Agreement.  No funds shall be disbursed
                     from the Casino Accounts except in accordance
                     with Subsections 4.3(d) and (e).

           (iv) Casino Account Distributions and Reserves:  The
                Operator shall, in accordance with the Approved
                Operating Plan, withdraw from, or reserve in the
                Casino Accounts, the following amounts:

                  (I)     winnings to players of Games of Chance;

                 (II)     payments for Win Tax, as and when due;

                (III)     payments of Impositions, as and when due,
                          and any GST payable by OCC or the
                          Operator (without duplication of any
                          recovery hereunder by the Operator for
                          Impositions) on amounts described in
                          Subsections 4.3(d)(ii), (iv), (v), (vi),
                          (vii) and (xi) hereof;

                 (IV)     payments of rent and other amounts as
                          required under the Interim Casino Lease
                          and the Parking Lot Leases, as and when
                          due;

                  (V)     payments representing repayment of
                          Pre-Opening Expenses on a straight-line
                          amortization basis over the unexpired
                          term of this Agreement or such shorter
                          period of time as may be agreed to by the
                          Operator and OCC, including interest on
                          such amounts at the Reimbursement Rate of
                          Interest until paid;

                 (VI)     payments for Operating Expenses as set
                          forth in the Approved Operating Budget;

                (VII)     payments for (A) FF&E Repairs in
                          accordance with the Approved Operating
                          Budget and (B) Capital Renewals in
                          accordance with the Approved Operating
                          Budget;

               (VIII)     Capital Renewal Reserves, Operating
                          Reserves, Contingency Reserves and
                          Severance Reserves as established in the
                          Approved Operating Budget;

                 (IX)     payments representing repayment of
                          Mandatory Deferrals made by the Operator
                          pursuant to Subsection 4.3(f) during
                          prior periods, together with accrued and
                          unpaid interest thereon;

                  (X)     payments representing repayment of
                          Discretionary Deficiency Contributions
                          made by the Operator pursuant to
                          Subsection 4.3(g) during prior periods,
                          together with accrued and unpaid interest
                          thereon;

                 (XI)     payment of the Operator's Fee including
                          deferrals pursuant to Subsection
                          4.3(f)(iii); and

                (XII)     the balance existing at the end of each
                          calendar month shall be wired to an
                          account designated by OCC within 20 days
                          of the end of each such month.
     
                The Operator shall not overdraw the Casino
                Accounts.  For greater certainty, the Operator
                shall only be required to pay or reserve for the
                amounts referred to in this Subsection 4.3(d) to
                the extent there are monies in the Casino Accounts
                to make such payment or to maintain such reserve.

           (v)  Cash Management:  The Operator shall adhere in all
                material respects to cash management policies and
                procedures approved by OCC in consultation with the
                Operator, including the establishment of and
                transfers to Casino Accounts in addition to the
                Operating Account.

           (vi) Mandatory Deferrals:  The parties agree to
                establish the Operating Reserve.  In the event
                monies in the Casino Accounts are at any time
                insufficient to pay any amounts set out in
                Subsection 4.3(d)(i), (ii), (iii), (iv), (vi) or
                (vii), the Operator shall:

                 (I)      defer reserves or payments in respect of
                          the amounts set out in Subsection
                          4.3(d)(viii) budgeted for such period and
                          defer any Capital Renewals to the extent
                          reasonable under the circumstances;

                (II)      be entitled to pay any such amounts as
                          set out in Subsection 4.3(d)(i), (ii),
                          (iii), (iv), (vi) or (vii) out of the
                          Operating Reserve and then out of the
                          Capital Renewals Reserve established
                          pursuant to this Agreement;

               (III)      defer the payment of the Operator's Fee
                          for a period of up to three months; and

                (IV)      defer the repayment of Pre-Opening
                          Expenses ("Mandatory Deferrals") in an
                          amount no greater than an amount equal to
                          three months of the principal payments
                          which the Operator is entitled to receive
                          in respect of the repayment of Pre-
                          Opening Expenses (the "Maximum Mandatory
                          Deferral"), provided that the Operator
                          shall have no obligation to continue to
                          defer repayment of Pre-Opening Expenses
                          in excess of the Maximum Mandatory
                          Deferral.

                Pre-Opening Expenses which are the subject of
                Mandatory Deferrals shall bear interest, commencing
                on the 90th day that the Pre-Opening Expenses have
                been so deferred, at a rate per annum equal to the
                greater of (i) the Reimbursement Rate of Interest
                and (ii) the Prime Rate in effect on the last day
                of the deferral period, plus 1%, calculated and
                compounded monthly.

           (vii)     Discretionary Deficiency Contributions:  In
                     the event the monies in the Casino Accounts
                     are at any time insufficient to pay or reserve
                     for the amounts set out in Subsections
                     4.3(d)(i) to (vii)(A) both inclusive, the
                     Operator may elect to deposit funds
                     ("Discretionary Deficiency Contributions")
                     into the appropriate Casino Accounts to cover
                     such deficiency.  Any such Discretionary
                     Deficiency Contributions (other than advances
                     in respect of the amounts set out in
                     Subsection 4.3(d)(v)) shall bear interest at a
                     rate of interest to be agreed upon between OCC
                     and the Operator prior to the making of such
                     Discretionary Deficiency Contributions.

           (viii)    Accounting/No Commingling:  The Operator
                     acknowledges that all monies received by the
                     Operator pursuant to any of the obligations
                     provided for in this Agreement shall be
                     accounted for and in the manner provided for
                     in Subsections 4.3(c) and (d). The Operator
                     shall not commingle in the Casino Accounts
                     funds pertaining to the Interim Casino Complex
                     with funds which are unrelated to the Interim
                     Casino Complex.

           (ix) Books of Account; Information:  The Operator at all
                times shall maintain at or near the Casino
                appropriate books of account and records with
                respect to all transactions entered into in
                performance of this Agreement.  OCC and its
                authorized representatives shall have the right
                contemplated by the Enabling Legislation to obtain
                information with respect to the Interim Casino
                Complex and the Operator and to cause such
                inspections of the reports, accounts, records and
                other documents maintained by the Operator pursuant
                to this Agreement relating to the Interim Casino
                Complex to be made as may be reasonable in the
                circumstances.

           (x)  Method of Keeping Accounts:  The Operator shall
                maintain the Operator's accounts with respect to
                matters arising under this Agreement in such a
                manner as to enable OCC to readily extract
                financial statements pertaining to the Interim
                Casino Complex.

           (xi) Furnish Information to Auditors:  The Operator
                shall, after reasonable notice from OCC or the
                Auditors, make available to the Auditors such
                information and material as may be reasonably
                required by such Auditors for the purpose of their
                audit and otherwise give such cooperation as may be
                necessary for such Auditors to carry out their
                duties in respect of the Interim Casino Complex, as
                the case may be.

           (xii)     Financial Statements:  The Operator shall
                     deliver to OCC as soon as practicable and, in
                     any event, within 90 days after the end of
                     each Operating Year, the annual audited
                     financial statements of the Interim Casino
                     Complex as at the end of each such Operating
                     Year, such financial statements to consist of
                     at least a balance sheet as at the end of the
                     Operating Year and statements of earnings,
                     retained earnings and changes in financial
                     position for the Operating Year then ended.

      (d)  No Duplication:  The interpretation of this Agreement
shall not permit a receipt, payment, reserve or reimbursement to be
duplicated.

      (e)  Repayment of Deficiency Amounts:  Deficiency Amounts and
accrued and unpaid interest thereon shall, during the term of this
Agreement, be repaid to the Operator from future Gross Revenues
received to the extent Gross Revenues are available for such
purpose after payment of the amounts set out in Subsections
4.3(d)(i) to (vii)(A) both inclusive.  Upon termination of this
Agreement (by effluxion of time or otherwise), outstanding
Deficiency Amounts (to the extent not recovered or recoverable
pursuant to Section 11.2) and any accrued and unpaid interest
thereon shall be repaid:

           (i)  from any of the Capital Renewal Reserve, the
                Operating Reserve, the Severance Reserve and the
                Contingency Reserve to the extent there is any
                amounts remaining in such Reserve after satisfying
                in full all liabilities for which such Reserve was
                established;

           (ii) from time to time from future Gross Revenues
                received to the extent Gross Revenues (and for the
                purposes of this Subsection 4.5(b), "Gross
                Revenues" includes revenues received from or in
                respect of the Permanent Casino Complex) are
                available for such purpose after payment of amounts
                set out in Subsections 4.3(d)(i) to (iv), both
                inclusive (or in the case of the Permanent Casino
                Complex, after payment of like amounts); and

           (iii)     forthwith upon the appointment by OCC of a
                     replacement third party operator for the
                     Interim Casino Complex or the Permanent Casino
                     Complex, if such appointment is made within
                     two years of the termination of this
                     Agreement.

The Operator and the Participants shall have no recourse against
Her Majesty or OCC or their respective assets for the repayment of
any Deficiency Amounts or interest thereon except as set out in
this Section 4.5 and Sections 8.1 and 11.2.

      (f)  OCC Review of Financial Statements:  OCC shall be
entitled to submit any objection it may have with respect to the
financial statements contemplated by Subsection 4.3(l), including
without limitation the computation of Gross Operating Receipts, Net
Operating Margin and Operator's Fee, within 540 days after
submission of the same by the Operator.  If OCC does not submit any
objections in respect of such financial statements within such 540
day period, then OCC shall not be entitled to object to or take
issue with such financial statements or the computation of Gross
Operating Receipts, Net Operating Margin or Operator's Fee with
respect to the Operating Year addressed by such financial
statements; provided that it is expressly understood and agreed
that the failure of OCC to object to or take issue with such
financial statements within such 540 day period shall not:
     
           (i)  preclude OCC from subsequently taking any action or
                exercising any remedies available at law by reason
                of any fraudulent misrepresentation contained in
                such financial statements or the audit thereof; or

           (ii) preclude Her Majesty or other Governmental
                Authority from objecting to or taking issue with
                such financial statements or the computation of any
                item therein under any Applicable Law.

      (g)  Major Capital Improvements:  Any Major Capital
Improvements in addition to those to be undertaken as part of the
Pre-Opening Services shall only be undertaken to the extent and on
terms mutually agreed upon by the Operator and OCC.
      (h)  Extended Deferrals:  In the event that, in the reasonable
anticipation of the Operator, monies in the Casino Accounts are or
will be at any time insufficient to pay the amounts set out in
Subsections 4.3(d)(i) through (xi) (taking into account the
reserves available or that will be available as contemplated by
Subsection 4.3(d)(viii) and after taking into account the deferrals
contemplated by Subsection 4.3(f)), the parties agree as follows:

           (i)  the Operator shall thereafter operate the Interim
                Casino Complex with a view to minimizing Operating
                Expenses provided, however, the Operator shall not
                be required to provide any funds to continue the
                operation of the Interim Casino Complex;

           (ii)      the parties will discuss in good faith for a
                     period of at least 30 days appropriate
                     remedial action to prevent the depletion of
                     the Operating Reserve; and

           (iii)     if after exhaustion of the Operating Reserve
                     and the Capital Renewal Reserve and the
                     deferrals contemplated by Subsection 4.3(f)
                     there are insufficient funds in the Casino
                     Accounts to pay the amounts set out in
                     Subsections 4.3(d)(i) to (xi) and the parties
                     have been unable to agree upon appropriate
                     remedial action, then:

                 (I)      the Operator shall be entitled to cease
                          to operate the Interim Casino Complex;

                (II)      the Operator shall be entitled to
                          terminate this Agreement on 15 days'
                          notice to OCC; and

               (III)      the Operator shall be entitled to be
                          repaid outstanding Deficiency Amounts in
                          accordance with, and subject to, Section
                          4.5.


                           ARTICLE FIVE

                  REPRESENTATIONS AND WARRANTIES

      (a)  Representations and Warranties of the Operator:  The
Operator represents and warrants as of the date hereof as follows
and acknowledges that OCC is relying on such representations and
warranties in connection with the transactions contemplated by this
Agreement:

           (i)  Organization:  The Operator is a corporation duly
                incorporated and organized under the laws of the
                Province of Ontario.

           (ii) Ownership of Operator:  Each of the Participants
                Controls 1/3 of all of the issued and outstanding
                shares of the Operator.

           (iii)     Options:  No Person, other than a Participant
                     or an Affiliate of a Participant, has any
                     right or option, contingent or otherwise, to
                     acquire any of its capital stock.

           (iv) Capacity and Authorization:  The Operator has all
                necessary capacity, power and authority to enter
                into and to carry out the provisions of this
                Agreement and all other documents which may be
                necessary to give effect to the transactions
                contemplated by this Agreement.  This Agreement has
                been duly authorized by the Operator and
                constitutes a valid and binding obligation of the
                Operator, enforceable against the Operator in
                accordance with its terms.  All other agreements
                referred to in this Agreement which have been
                entered into in accordance with this Agreement and
                to which the Operator is a party, have been duly
                authorized by the Operator and constitute valid and
                binding obligations of the Operator, enforceable
                against the Operator in accordance with their
                terms.

           (v)  No Violation:  Neither the execution and delivery
                of this Agreement or any other agreement expressly
                contemplated by this Agreement nor the fulfilment
                of or compliance with the terms and conditions
                hereof or thereof:

                  (I)     conflicts with or will conflict with or
                          result in a breach of any of the terms,
                          conditions or provisions of or constitute
                          a default under the constating
                          documentation of the Operator; or

                 (II)     conflicts in a material respect with or
                          will conflict in a material respect with
                          or result in a material breach of any of
                          the terms, conditions or provisions of or
                          constitute a material default under any
                          agreement, licence or other instrument to
                          which the Operator is a party or by which
                          it is bound.
           (vi) Litigation:  To its knowledge after due inquiry,
                except as has been disclosed by the Operator to OCC
                in writing, there are no actions, suits or
                proceedings pending or threatened against the
                Operator which could reasonably be expected to
                materially adversely affect its ability to perform
                its obligations under this Agreement or which could
                reasonably be expected to materially adversely
                affect the development, financing or operation of
                the Interim Casino Complex.

           (vii)     Registration:  The Operator is registered as a
                     supplier under the Regulatory Legislation.

      (b)  Representations and Warranties of the Participants:  Each
Participant represents and warrants as to itself as of the date
hereof as follows and acknowledges that OCC is relying on such
representations and warranties in connection with the transactions
contemplated by this Agreement:

           (i)  Organization:  The Participant is a corporation
                duly incorporated and organized under the laws of
                its governing jurisdiction.

           (ii) Control:  The Participant Controls 1/3 of all of
                the issued and outstanding shares of the Operator.

           (iii)     Options:  No Person, other than a Participant
                     or an Affiliate of a Participant, has any
                     right or option, contingent or otherwise, to
                     acquire any of the capital stock of the
                     Operator owned by the Participant.

           (iv) Capacity and Authorization:  The Participant has
                all necessary capacity, power and authority to
                enter into and to carry out the provisions of this
                Agreement and all other documents which may be
                necessary to give effect to the transactions
                contemplated by this Agreement.  This Agreement has
                been duly authorized by the Participant and
                constitutes a valid and binding obligation of the
                Participant, enforceable against the Participant in
                accordance with its terms.  All other agreements
                referred to in this Agreement which have been
                entered into in accordance with this Agreement and
                to which the Participant is a party, have been duly
                authorized by the Participant and constitute valid
                and binding obligations of the Participant,
                enforceable against the Participant in accordance
                with their terms.

           (v)  No Violation:  Neither the execution and delivery
                of this Agreement or any other agreement expressly
                contemplated by this Agreement nor the fulfilment
                of or compliance with the terms and conditions
                hereof or thereof:

                  (I)     conflicts with or will conflict with any
                          of the terms, conditions or provisions of
                          or constitute a default under the
                          constating documentation of the
                          Participant; or

                 (II)     conflicts in a material respect with or
                          will conflict in a material respect with
                          or result in a material breach of any of
                          the terms, conditions or provisions of or
                          constitute a material default under any
                          material agreement, licence or other
                          instrument to which the Participant is a
                          party or by which it is bound; provided,
                          however, to the extent that a consent or
                          an approval of a third party is required
                          in accordance with the terms, conditions
                          or provisions of any material agreement,
                          licence or other instrument to which the
                          Participant is a party or by which it is
                          bound, it will obtain any required
                          consent or approval.

           (vi) Litigation:  To its knowledge after due inquiry,
                except as has been disclosed by the Participant to
                OCC in writing, there are no actions, suits or
                proceedings pending or threatened against the
                Participant which could reasonably be expected to
                materially adversely affect its ability to perform
                its obligations under this Agreement or which could
                reasonably be expected to materially adversely
                affect the development, financing or operation of
                the Interim Casino Complex.

      (c)  Representations and Warranties of OCC:  OCC represents
and warrants as of the date hereof as follows and acknowledges that
the Operator and the Participants are relying on such
representations and warranties in connection with the transactions
contemplated by this Agreement:

           (i)  Organization:  OCC is a corporation duly
                established and organized under the laws of the
                Province of Ontario.
     
           (ii) Capacity and Authority:  OCC has all necessary
                capacity, power and authority to enter into this
                Agreement as agent of Her Majesty and to carry out
                the provisions of this Agreement and all other
                documents which may be necessary to give effect to
                the transactions contemplated by this Agreement.
                This Agreement has been duly authorized by OCC.
                All other agreements referred to in this Agreement
                which have been entered into in accordance with
                this Agreement and to which OCC is a party have
                been duly authorized by OCC.

           (iii)     No Violation:  Neither the execution and
                     delivery of this Agreement or any other
                     agreement expressly contemplated by this
                     Agreement nor the fulfilment of or compliance
                     with the terms and conditions hereof or
                     thereof:

                  (I)     conflicts with or will conflict with or
                          result in a breach of any of the terms,
                          conditions or provisions of or constitute
                          a default under the constating
                          documentation of OCC; or

                 (II)     conflicts in a material respect with or
                          will conflict in a material respect with
                          or result in a material breach of any of
                          the terms, conditions or provisions of or
                          constitute a material default under any
                          material agreement, licence or other
                          instrument to which OCC is a party or by
                          which it is bound.

           (iv) Litigation:  To its knowledge after due inquiry,
                except as has been disclosed by OCC to the Operator
                in writing, there are no actions, suits or
                proceedings pending against OCC which could
                reasonably be anticipated to materially adversely
                affect its ability to perform its obligations under
                this Agreement or the agreements contemplated
                herein.

      (d)  Survival of Representations and Warranties:  The
representations and warranties of the parties contained herein
shall survive the execution and delivery of this Agreement and
shall remain in full force and effect during the Term.


                            ARTICLE SIX

                             COVENANTS

      (a)  Affirmative Covenants of the Operator:  In addition to
the other covenants and obligations to be performed by the Operator
hereunder, the Operator agrees, subject to the final paragraph of
Section 4.1, to do the following during the term of this Agreement:

           (i)  Maintain Corporate Existence, etc.:  Maintain its
                corporate existence, rights and power under the
                laws of the Province of Ontario and qualify and
                remain duly qualified to do business and to own
                property in the Province of Ontario.

           (ii) Compliance with Laws, etc.:  Except to the extent
                contested in good faith, comply in all material
                respects with all Applicable Law.
     
           (iii)     Maintain Registration under the Regulatory
                     Legislation:  Maintain its registration under
                     the Regulatory Legislation.

           (iv) Compliance with all Material Agreements:  Perform
                promptly and faithfully all of its obligations
                under this Agreement and in all material respects
                with each of the other Material Agreements to which
                it is a party.

           (v)  Reporting Requirements:  Furnish or cause to be
                furnished to OCC:

                  (I)     as soon as available and in any event
                          within 90 days after the end of each
                          fiscal year of the Operator, audited
                          balance sheets of the Operator as of the
                          end of such year and statements of
                          income, surplus and changes in financial
                          condition of the Operator for such year,
                          setting forth in each case in comparative
                          form the figures for the corresponding
                          periods of the previous fiscal year, if
                          such figures were prepared for the
                          previous fiscal year, all in reasonable
                          detail and accompanied by (x) a report
                          upon each thereof, of independent public
                          accountants of recognized national
                          standing acceptable to OCC, which report
                          would state that such financial
                          statements present fairly the financial
                          position of the Operator as at the dates
                          indicated and the results of its
                          operations and changes in its financial
                          position for the periods indicated in
                          conformity with generally accepted
                          accounting principles applied on a basis
                          consistent with prior years and that the
                          audit by such accountants in connection
                          with such financial statements has been
                          made in accordance with generally
                          accepted auditing standards, and (y) a
                          certificate of the Chief Financial
                          Officer of the Operator, certifying that
                          such financial statements present fairly,
                          in accordance with generally accepted
                          accounting principles on a basis
                          consistent with such prior fiscal
                          periods, the information contained
                          therein;

                (II)      promptly after the filing or receiving
                          thereof, copies of all reports and
                          notices which the Operator files with or
                          receives from the Gaming Control
                          Commission relating to non-compliance
                          with the Regulatory Legislation; and
     
               (III)      such other information respecting the
                          condition or operations, financial or
                          otherwise, of the Operator or the Interim
                          Casino Complex as OCC may from time to
                          time reasonably request.

           (vi) Keeping of Records and Books of Account, etc.:
                Keep adequate records and books of account, in
                which complete entries will be made in accordance
                with generally accepted accounting principles
                consistently applied, reflecting in all material
                respects all financial transactions of the
                Operator.

           (vii)     Inspection:  Permit in accordance with and
                     subject to Applicable Law any authorized
                     representatives designated by OCC to visit
                     and, upon notice, inspect any of the
                     properties of the Operator, including its
                     books of account and all other property, books
                     and records relating to the Interim Casino
                     Complex, and to make copies and take extracts
                     therefrom, and to discuss its affairs,
                     finances and accounts with, and to be advised
                     as to the same by, its officers and (upon
                     reasonable notice to the Operator setting
                     forth the purpose of such discussion) its
                     independent public accountants (and by this
                     provision the Operator authorizes such
                     accountants to discuss with such
                     representatives the affairs, finances and
                     accounts of the Operator, provided that a
                     representative of the Operator shall be
                     entitled to be present during such
                     discussions), all at such times and as often
                     as may be requested, provided that (i) OCC
                     would not have any duty to make or cause to be
                     made any such inspection and shall not incur
                     any liability or obligation for not making any
                     such inspection, for not making the same
                     carefully or properly, or for not completing
                     the same, and (ii) the fact that such
                     inspection may not have been made by OCC or
                     any representative thereof would not relieve
                     the Operator of any obligations it might
                     otherwise have under any of the Material
                     Agreements.  OCC acknowledges and agrees that
                     in exercising its rights under this
                     Subsection 6.1(g), it shall use its reasonable
                     efforts to cause the minimum disruption to the
                     Operator's performance of its obligations
                     hereunder.

           (viii)    Working Capital:  Maintain at all relevant
                     times such working capital of the Operator as
                     may be required by the Gaming Control
                     Commission but only by limiting distributions
                     to the shareholders of the Operator of the
                     Operator's net income but not limiting
                     distributions for the reimbursement of Pre-
                     Opening Expenses.

           (ix) Canadian Procurement:  To the extent permitted by
                Applicable Law, whenever reasonably practicable in
                the performance of its duties hereunder and on the
                basis of comparable quality and price, purchase
                materials from, and retain the services of,
                Canadian manufacturers and suppliers.

           (x)  Change of Officers:  Obtain OCC's approval to the
                identity of any new President or Chief Financial
                Officer of the Operator.

           (xi) Windsor Raceway:  Participate with OCC in
                discussions and initiatives instituted with
                representatives of Windsor Raceway.

           (xii)     Customer Data Base:  Develop and maintain a
                     customer data base for the Interim Casino
                     Complex, which will be the property of OCC,
                     and which will not be made available to any of
                     the Participants or their Affiliates without
                     the consent of OCC and the other Participants.

           (xiii)    Operating Policies:  Obtain OCC's prior
                     approval to any significant changes to the
                     standards, policies and procedures set forth
                     in the Approved Operating Policies.

      (b)  Negative Covenants of the Operator:  During the term of
this Agreement, the Operator agrees that it will not without the
written consent of OCC:

           (i)  Business:  Engage in any business other than the
                operation of the Interim Casino Complex and the
                development and financing of the Permanent Casino
                Complex and other activities incidental or related
                thereto.

           (ii) Liens, etc.:  Directly or indirectly create or
                incur any lien on or with respect to the Interim
                Casino Complex or any other property or asset
                (including any document or instrument in respect of
                goods or accounts receivable) of the Operator,
                whether now owned or held or hereafter acquired, or
                assign or otherwise convey any right to receive the
                proceeds or income therefrom, except for Permitted
                Encumbrances.

           (iii)     Debt:  Directly or indirectly create, incur,
                     assume, guarantee or otherwise become or
                     remain directly or indirectly liable with
                     respect to, any debt except Permitted Debt.

           (iv)      Easements, Improvements:  Forfeit, surrender,
                     diminish or terminate any claim, lease,
                     easement, privilege, use, right-of-way,
                     authorization or consent (existing on the date
                     hereof or hereafter acquired) necessary to the
                     operation of the Interim Casino Complex or,
                     other than in connection with the Renovations,
                     alter, remove or demolish any improvement in
                     any manner or respect which would or might
                     have a material adverse effect on the value of
                     the Interim Casino Complex taken as a whole.

           (v)  Transfer of Shares:  Permit the transfer of any
                shares of the Operator by any shareholder of the
                Operator other than as permitted by
                Subsection 6.4(a).

           (vi)      Participant Transactions:  Apprise OCC prior
                     to entering into any material transaction with
                     any of the Participants or with any Affiliates
                     of a Participant including any guarantee by
                     the Operator of any obligations of any such
                     Person, other than as may be expressly
                     permitted by this Agreement or the then
                     current Approved Operating Budget.

           (vii)     Consolidation, Merger, Sale of Assets, etc.:

                  (I)     Consolidate with, amalgamate or merge
                          into any other Person or permit any other
                          Person to consolidate with, amalgamate or
                          merge into it;

                 (II)     sell, lease, abandon or otherwise dispose
                          of all or substantially all of its
                          assets; or

                (III)     liquidate, dissolve, wind-up, continue
                          under another jurisdiction or reorganize.

      (c)  Affirmative Covenants of the Participants:  In addition
to the other covenants and obligations to be performed by the
Participants hereunder, each Participant severally agrees with
respect to itself to do the following during the term of this
Agreement:

           (i)  Maintain Corporate Existence:  Maintain and keep in
                full force and effect its corporate existence and
                power except as to a transaction permitted by
                Subsection 6.4(c).

           (ii)      Reporting Requirements:  In order that OCC
                     shall continue to be apprised of its financial
                     condition, promptly furnish or cause to be
                     furnished to OCC copies of any reports or
                     documents that the Participant and any of its
                     Affiliates files as a matter of public record
                     with the Securities and Exchange Commission or
                     any national securities exchange.

           (iii)     Seek to cause Operator to comply with certain
                     obligations under the Material Agreements:
                     Subject to the Shareholders' Agreement, take
                     reasonable steps consistent with its powers as
                     a shareholder to cause the Operator to comply
                     with this Agreement, except for the Operator's
                     obligations under Subsections 6.1(b), (c), (d)
                     and (h) and Section 6.2.

           (iv) Participant Services:  During the term of this
                Agreement make available to the Operator the
                Participant Services on such terms as may be
                agreed, failing which such services must be
                provided at cost (exclusive of any overhead,
                administration or other charge having a profit
                component), such services to be provided by the
                Operator at cost (as defined above) for the use of
                the Interim Casino Complex and, if requested by the
                Operator,  distribute to those persons listed in
                the Participant Data Bases mailings, solicitations
                and other promotional material in respect of the
                Interim Casino Complex at cost (exclusive of any
                overhead, administration or other charge having a
                profit component).

           (v)  Shareholders' Agreement:  Ensure that the
                Shareholders' Agreement will at all times contain a
                resolution dispute mechanism to make certain that
                no deadlock situation will exist between the
                Participants with respect to the business,
                operation and affairs of the Operator.  The
                Participant agrees to provide OCC with a true copy
                of the Shareholders' Agreement and any amendments
                made thereto from time to time promptly following
                the execution of the same by the Participant.

      (d)  Negative Covenants of Participants:  During the term of
this Agreement, each Participant severally agrees with respect to
itself that it will not without the written consent of OCC:

           (i)  No Transfer of Securities of Operator during Term
                of Operating Agreement:  Transfer directly or
                indirectly any shares of the Operator beneficially
                owned directly or indirectly by the Participant
                except for (a) in connection with a transaction
                permitted by Subsection 6.4(c); (b) a transfer to a
                Person Controlled by or under common Control with a
                Participant; (c) a transfer to another Participant;
                (d) a transfer as may be required under Applicable
                Law or by any Governmental Authority; and (e) a
                transaction permitted by the Master Agreement.
           (ii)      No Transactions with the Operator:  Enter into
                     any material transaction with the Operator
                     other than as expressly permitted under this
                     Agreement or the then current Approved
                     Operating Budget without OCC first being
                     apprised.

           (iii)     Limitations on Corporate Transactions:  (i)
                     Consolidate with, amalgamate or merge into any
                     other Person or permit any other Person to
                     consolidate with, amalgamate or merge into it
                     unless the Participant or any surviving entity
                     continues to be bound by the obligations of
                     the Participant under this Agreement and the
                     Shareholders' Agreement and any other Material
                     Agreements to which the Participant is a
                     party, or (ii) enter into any other form of
                     transaction whereby the Participant's
                     corporate existence terminates unless a Person
                     acquiring a substantial part of the gaming
                     business of the Participant assumes the
                     Participant's liabilities and obligations
                     under this Agreement, the Shareholders'
                     Agreement and any other Material Agreements to
                     which the Participant is a party.

      (e)  Insurance:  OCC and the Operator agree that insurance
will be acquired and maintained with mutually acceptable insurers
with respect to the maintenance and operation of the Interim Casino
Complex, including its properties, employees and business, against
loss or damage of the kinds customarily insured against by prudent
persons of established reputation engaged in the same or similar
businesses and of similar situations and size, of such types and in
such amounts as are customarily carried under similar circumstances
by such persons, which insurance will include property insurance at
a minimum as required by the Interim Casino Lease, for the types of
claims contemplated by Section 8.3 and in respect of the matters
contemplated by Section 8.5.  Proceeds of property insurance shall
be used to fulfill the obligations of OCC under the Interim Casino
Lease and, where it is commercially reasonable to do so, shall be
applied to rebuild the Interim Casino Complex.  OCC, the Operator
and the Participants will be named insureds or additional insureds,
as the case may be, under such insurance and there shall be a
waiver of subrogation.  All liability insurance shall be primary
and non-contributing as to the Operator and the Participants and
include such other provisions which are customary in this type of
arrangement.


                           ARTICLE SEVEN

                       INTELLECTUAL PROPERTY

      (a)  Intellectual Property of OCC and the Operator:  The
Operator and the Participants acknowledge and agree that the trade
mark and trade name "CASINO WINDSOR" and any design relating
thereto are the sole property of OCC which shall include any trade
mark, trade name or design developed specifically for use in
conjunction with or to identify Casino Windsor.  OCC agrees to
grant to the Operator a royalty-free, non-transferable right to use
the trade mark and trade name "CASINO WINDSOR" and any design
relating thereto in connection with the operation, advertising and
promotion of the Interim Casino Complex during the term of this
Agreement, and OCC and the Operator shall enter into a licence
agreement governing the use of such property on terms satisfactory
to OCC acting reasonably.  The parties acknowledge and agree that
all software or know-how acquired or developed by the Operator from
time to time for use in connection with the Interim Casino Complex
shall be, as between OCC and the Operator, the sole property of the
Operator.  The Operator agrees to grant to OCC a perpetual
(notwithstanding the termination of this Agreement), royalty-free
right to use upon the termination of this Agreement such know-how
and software including source code and documentation in connection
with the operation, advertising and promotion of casinos conducted
and managed by OCC and the Operator and OCC shall enter into a
licence agreement during the term of this Agreement governing the
use of such know-how and software on terms satisfactory to OCC
acting reasonably.  No such use or anything contained in this
Agreement shall confer any proprietary or other rights in such
Intellectual Property upon any third parties.

      (b)  Participants' Individual Intellectual Property:  OCC
acknowledges that each of the Participants and their Affiliates are
and may become from time to time, owners or licensees, of
trademarks, trademark applications, service marks, service marks
applications, copyrights, copyright applications, and similar logos
and designs.  The Operator may, to the extent that it deems
appropriate for the purposes of carrying out its agreements and
obligations hereunder, but is not required to, utilize, and the
Participants may, but are not required to, provide such
Intellectual Property in connection with the operation of the
Interim Casino Complex but neither such use nor anything contained
in this Agreement shall confer any proprietary or other rights in
such Intellectual Property upon OCC or any third parties.  To the
extent such Intellectual Property is provided, the Operator may
enter into licence agreement(s) so that such Intellectual Property
may be utilized by the Operator during the term of this Agreement.
Such licence agreements, if any, shall provide such Intellectual
Property on such terms and conditions, including royalties, as such
Participant (or Affiliate) and the Operator may agree and contain
provisions for the protection of the rights of the Participant, as
appropriate, in such Intellectual Property.  The Operator, to the
extent that it deems appropriate for the purposes of carrying out
its agreements and obligations hereunder, may utilize such
Intellectual Property in connection with the operation, advertising
and promotion of the Interim Casino Complex on the basis of such
terms and conditions, including royalties, as reflect the terms and
conditions on which such Intellectual Property was provided to the
Operator by such Participant for such use.  Nothing herein shall
oblige the Participant to provide such Intellectual Property for
such use.

      (c)  Collective Intellectual Property of Participants:  OCC
acknowledges that the Participants are, and may become from time to
time collectively the owners or licensees of certain Intellectual
Property developed solely for use in connection with the operation,
advertising or promotion of the Interim Casino Complex or other
Participant Properties collectively operated or managed by the
Participants or their Affiliates and which such Participants make
generally available to such collectively managed Participant
Properties.  The Operator may, to the extent that it deems
appropriate for the purposes of carrying out its agreements and
obligations hereunder, utilize such Intellectual Property in
connection with the operation, advertising or promotion of the
Interim Casino Complex.  The Participants agree to grant to the
Operator a non-transferable right to use such Intellectual Property
in connection with the operation, advertising and promotion of the
Interim Casino Complex during the term of this Agreement, and the
Operator and the Participants shall enter into a licence agreement
governing the use of such Intellectual Property on terms
satisfactory to the Participants acting reasonably.  The Operator,
to the extent it deems appropriate for the purposes of carrying out
its agreements and obligations hereunder, may utilize such
Intellectual Property in connection with the operation, advertising
and promotion of the Interim Casino Complex on a royalty-free basis
(or for a royalty chargeable as an Operating Expense not in excess
of and credited against the Operator's Fee).


                           ARTICLE EIGHT

                    OPERATOR'S FEE AND EXPENSES

      (a)  Operator's Fee: 

           (i)  In consideration of the Operator's performance of
                services under this Agreement, the Operator shall
                pay itself from the Casino Accounts a fee equal to
                the aggregate of the following (collectively the
                "Operator's Fee"):

                (A)  2.75% of the Gross Operating Receipts in each
                     Operating Year (the "Base Fee"); and

                (B)  5% of the Net Operating Margin in each
                     Operating Year (the "Incentive Fee").

           (ii)      The Operator's Fee and GST thereon shall be
                     payable in monthly instalments concurrently
                     with the delivery to OCC of the monthly
                     reports described in Subsection 4.3(a) and the
                     payment to OCC pursuant to Subsection
                     4.3(d)(xii), if any.  The monthly instalments
                     of the Base Fee shall be an amount equal to
                     2.75% of Gross Operating Receipts for the
                     preceding month.  The monthly instalments of
                     the Incentive Fee shall be an amount equal to
                     the difference determined by subtracting (i)
                     the aggregate of the monthly instalments of
                     the Incentive Fee theretofore paid with
                     respect to the preceding months in the then
                     current Operating Year, from (ii) 5% of the
                     Net Operating Margin for the then current
                     Operating Year through the end of the
                     preceding month.

           (iii)     If the annual statement to be delivered by the
                     Operator to OCC under Subsection 4.3(1) shall
                     show that the aggregate of the monthly
                     instalments of the Operator's Fee paid with
                     respect to the preceding Operating Year shall
                     exceed or be less than the Operator's Fee as
                     shown in such annual statement for such
                     Operating Year, then the Operator shall
                     forthwith deposit into, or withdraw from the
                     Casino Accounts, the amount of such
                     overpayment or underpayment, as the case may
                     be.

           (iv)      The Operator agrees to defer payment of the
                     Operator's Fee for a period not exceeding
                     three months in the event there are
                     insufficient funds in the Casino Accounts to
                     pay or reserve for the items set forth in
                     Subsections 4.3(d)(i) to (x).

           (v)  The Operator shall have no recourse against Her
                Majesty or OCC or their respective assets for the
                payment of the Operator's Fee except as set out in
                this Section 8.1 and Sections 4.5, 4.8 and 11.2.

      (b)  Salaries and Expenses:  The following salaries and
expenses shall constitute expenses properly chargeable and payable
as an Operating Expense to the extent incurred in accordance with
the then current Approved Operating Budget:

           (i)  salaries and expenses of any employees of the
                Operator or a Participant employed exclusively with
                respect to the Interim Casino Complex (including
                the costs of "fringe benefits" and the costs of all
                statutory benefit programs payable with respect to
                such employees, including without limitation,
                unemployment insurance, worker's compensation,
                employees health tax and pensions) and all GST
                payable thereon in accordance with Subsection
                4.3(d)(iii); and

           (ii) out-of-pocket expenses paid by the Operator to
                third parties in accordance with this Agreement and
                associated with the operation of the Interim Casino
                Complex, including without limitation, legal fees,
                costs of brochures, surveys, advertising and other
                promotion, and all GST payable thereon in
                accordance with Subsection 4.3(d)(iii), but
                excluding travel and entertainment expenses
                incurred by the employees of the Operator not
                reasonably allocated to the operation of the
                Interim Casino Complex (unless incurred relating to
                work pertaining directly and solely to the Interim
                Casino Complex).

Except for the salaries and expenses of the Operator referred to in
(a) and (b), no charge other than the Operator's Fee or agreed to
specifically with OCC shall be made by the Operator nor shall the
Operator be entitled to recover any off-site administrative,
overhead and indirect costs of the Operator or the salaries or
"fringe benefit" costs, travelling, education, training,
entertainment or overhead expenses with respect to the provision of
supervision, control and accounting personnel of the Operator
engaged on a part-time basis in work pertaining to the Interim
Casino Complex, unless such personnel are specifically allocated to
the Interim Casino Complex.  The salaries and expenses of employees
of any Participant shall not constitute expenses properly
chargeable and payable as an Operating Expense unless (a) they are
incurred in accordance with the then current Approved Operating
Budget, and (b) to the extent such salaries and expenses are not
specifically allocated to the Interim Casino Complex, they are
allocated on a reasonable basis in relation to the time and
expenses incurred in connection with the operation of the Interim
Casino Complex.  All expenses incurred by the Operator in
performing its duties under this Agreement shall be charged by the
Operator at net cost as reduced by all available input tax credits
and OCC shall receive credit for all available rebates,
commissions, discounts and allowances.  OCC acknowledges that the
GCC Levy shall be paid by OCC and such amount shall not be an
expense or liability of the Operator.  OCC agrees to notify the
Operator in writing if it becomes a prescribed registrant pursuant
to subsection 188(5) of the ETA within two days of such event.

      (c)  Third Party Claims: 

           (i)  If any third party claim, action or proceeding
                ("claim") is commenced by any Person against the
                Operator, any of the Participants or OCC arising
                out of its performance or non-performance of this
                Agreement or arises out of any event happening in
                or about the Interim Casino Complex or occurring in
                connection with the operation or development
                thereof, regardless of whether any such claim is
                caused or contributed to by or results from the
                negligence of the Operator, OCC, the Participants,
                Affiliates, employees, directors, members,
                officers, agents or independent contractors, the
                Operator, the Participant or OCC shall first have
                recourse to the benefit of the insurance coverage
                maintained in respect of the Interim Casino Complex
                then in effect.  In the event the insurance
                proceeds are insufficient or there is no insurance
                coverage to satisfy a claim, the parties agree to
                establish an appropriate reserve funded out of
                Gross Revenues (a "Contingency Reserve") in respect
                of such claim.  A party subject to a claim shall be
                entitled to withdraw from the Contingency Reserve
                the amount of the Losses suffered or incurred by it
                in connection with the claim provided the claim did
                not arise out of the wilful misconduct of such
                party.  If for any reason no Contingency Reserve is
                established or the monies in the Contingency
                Reserve are insufficient to pay such Losses, such
                Losses or any part thereof not paid from the
                Contingency Reserve shall be paid from future Gross
                Revenues as an Operating Expense provided the claim
                did not arise out of the wilful misconduct of the
                party whether the loss resulted from the active or
                passive negligence of such person.  In the event
                that there is a balance remaining in the
                Contingency Reserve and there are no outstanding
                claims, OCC shall be entitled to 95% of the balance
                and the Operator shall be entitled to 5% of the
                balance.

           (ii)      From and after the termination of this
                     Agreement, OCC agrees that any Losses suffered
                     or sustained by the Operator or any
                     Participant as a result of any claim shall,
                     whether the result of active or passive
                     negligence of the Operator and any of the
                     Participants, as the case may be, to the
                     extent such Losses did not arise out of the
                     wilful misconduct of the Operator or such
                     Participant, and were not recovered by the
                     Operator or such Participant during the term
                     of this Agreement, and are not otherwise
                     recoverable under any policies of insurance
                     then in effect, shall be recoverable from:

                 (I)      the interest of OCC in the Interim Casino
                          Complex and any assets relating directly
                          thereto;

                (II)      the interest of OCC in the Permanent
                          Casino Complex and any assets relating
                          directly thereto; and

               (III)      the Gross Revenues (and for the purposes
                          of this Subsection 8.3(b), "Gross
                          Revenues" includes revenues received from
                          or in respect of the Permanent Casino
                          Complex).

                No recourse pursuant to this Subsection 8.3(b)
                shall be had by the Operator or the Participants
                against OCC or Her Majesty or their respective
                undertaking, property and assets other than with
                respect to the assets referred to in items (i),
                (ii) and (iii) above.

      (d)  Concessions:  The Operator shall not accept for its own
account in the execution of its duties under this Agreement any
commissions, reductions, finder's fees or other concessions from
tradesmen, suppliers, contractors, insurers or other third parties.
If such concessions are received by the Operator, they shall be
remitted to or credited to OCC and deposited to the Operating
Account forthwith after receipt.

      (e)  Business Loss Insurance:  In the event that the operation
of the Interim Casino Complex or a portion thereof is suspended or
terminated by reason of an event in respect of which business loss
insurance is payable, the Operator and OCC shall receive such
amounts in respect of the loss of the Operator's Fee and the amount
referred to in Subsection 4.3(d)(xii) to which they may be entitled
under such policies.


                           ARTICLE NINE

                          NON-COMPETITION

      (a)  Non-Competition/Right of First Offer:

           (i)  Each of the Operator and the Participants agrees
                that it will not (without the prior written consent
                of OCC) at any time during the term of this
                Agreement directly or indirectly, either
                individually or in partnership or jointly or in
                conjunction with any person as principal, agent,
                shareholder or in any other manner whatsoever,
                carry on or be engaged in or be concerned with or
                interested in or advise, lend money to, guarantee
                the debts or obligations of or permit either of
                their names or any part thereof to be used or
                employed by any person engaged in or concerned with
                or interested in any business involving the
                conduct, management or operation of Games of Chance
                similar to or competitive with the businesses being
                carried on in and at the Interim Casino Complex
                within 125 kilometres of the Interim Casino
                Complex.  For greater certainty, the parties
                acknowledge and agree that (i) the solicitation by
                any of the Participants of actual or potential
                customers of the Interim Casino Complex within such
                area, unless such solicitation occurs in connection
                with a breach of the Operator's obligation in
                Subsection 6.1(l) to not make available to any of
                the Participants or their Affiliates the customer
                data base for the Interim Casino Complex, shall not
                constitute a breach of this covenant and (ii) the
                City of Cleveland and its suburbs are outside the
                125 kilometre radius.

           (ii) OCC agrees that it will not (without the prior
                written consent of the Operator) at any time during
                the term of this Agreement, conduct or manage
                another casino within 125 kilometres of the Interim
                Casino Complex (other than any casinos operated on
                lands reserved for Indians) unless OCC provides the
                Operator with a first opportunity to negotiate, on
                an exclusive basis, for a period not exceeding 60
                days, terms upon which the Operator (or an
                Affiliate of the Operator) would establish and
                operate such a casino for and on behalf of, and
                under the supervision and direction of, OCC.  If
                OCC and the Operator are not able to agree upon
                such terms within such period, OCC shall then be
                entitled to conclude third party arrangements for
                the establishment and operation of such casino on
                terms less favourable to a third party operator
                than those that had been the subject of
                unsuccessful negotiations with the Operator (as
                evidenced by the terms and conditions on which OCC
                had last indicated to the Operator it would be
                prepared to engage the Operator (or its
                Affiliate)).


                            ARTICLE TEN

                         EVENTS OF DEFAULT

      (a)  Events of Default:  The following events if not cured or
remedied within the applicable period stated below shall constitute
an event of default (each, an "Event of Default") under this
Agreement:

           (i)  the Operator fails to make any payment when due to
                OCC under this Agreement and any such failure
                remains unremedied for five days after notice
                thereof by OCC to the Operator;

           (ii)      any representation or warranty made by the
                     Operator or any of the Participants under this
                     Agreement proves to have been incorrect in any
                     material respect when made;

           (iii)     the Operator fails to perform or observe any
                     other term, covenant or agreement contained in
                     this Agreement in any material respect (other
                     than the covenant under Subsection 6.1(c) the
                     event of default in respect of which is set
                     forth in paragraph (h) below) and any such
                     failure remains unremedied for 30 days after
                     the date on which the Operator receives notice
                     of such failure from OCC or such longer period
                     as may be reasonably regarded as necessary to
                     remedy such failure, provided that the
                     Operator has commenced within a reasonable
                     time and in good faith the remedying of such
                     failure within such 30 day period and
                     thereafter prosecutes to completion with
                     diligence and continuity the remedying
                     thereof;

           (iv)      any Participant fails to perform or observe
                     any term, covenant or agreement contained in
                     this Agreement in any material respect and any
                     such failure remains unremedied for 30 days
                     after the date on which the Participant
                     receives notice of such failure from OCC, or
                     such longer period as may be reasonably
                     regarded as necessary to remedy such failure,
                     provided that such Participant has commenced
                     within a reasonable time and in good faith the
                     remedying of such failure within such 30 day
                     period and thereafter prosecutes to completion
                     with diligence and continuity the remedying
                     thereof or one or more of the remaining
                     Participants not in default promptly and
                     unconditionally assume(s) the obligation of
                     such Participant hereunder and, to the extent
                     permitted by Applicable Law, use its
                     reasonable efforts in a commercially
                     reasonable manner to acquire such
                     Participant's interest in the Operator;

           (v)  the Operator or any of the Participants admits its
                insolvency or makes a general assignment for the
                benefit of creditors or any proceeding is
                instituted by the Operator or any of the
                Participants seeking relief or giving notice of its
                intention to seek relief on its behalf as debtor,
                or to adjudicate it a bankrupt or insolvent, or
                seeking liquidation, winding-up, reorganization,
                arrangement, adjustment or composition of it or its
                debts under any law relating to bankruptcy,
                insolvency or reorganization or relief of debtors,
                or seeking appointment of a receiver, receiver and
                manager, trustee, custodian or other similar
                official for it or any substantial part of its
                property and assets or the Operator or any of the
                Participants takes any corporate action to
                authorize any of the foregoing, unless in the case
                of a Participant one or more of the remaining
                Participants promptly and unconditionally assume(s)
                the obligations of such Participant hereunder and,
                to the extent permitted by Applicable Law, use its
                reasonable efforts in a commercially reasonable
                manner to acquire such Participant's interest in
                the Operator;

           (vi)      any proceeding is instituted against the
                     Operator or any of the Participants seeking to
                     have an order for relief entered against it as
                     a debtor or to adjudicate it a bankrupt or
                     insolvent, or seeking liquidation, winding-up,
                     reorganization, arrangement, adjustment or
                     composition of it or its debts under any law
                     relating to bankruptcy, insolvency or
                     reorganization or relief of debtors, or
                     seeking appointment of a receiver, receiver
                     and manager, trustee, custodian or similar
                     official for it or for any substantial part of
                     its property and assets and such proceedings
                     are not or are no longer being contested in
                     good faith by appropriate proceedings but in
                     no event longer than 45 days from the
                     institution of such first-mentioned
                     proceedings, unless in the case of a
                     Participant one or more of the remaining
                     Participants promptly and unconditionally
                     assume(s) the obligations of such Participant
                     hereunder and, to the extent permitted by
                     Applicable Law, use its reasonable efforts in
                     a commercially reasonable manner to acquire
                     such Participant's interest in the Operator;

           (vii)     the Operator is in default in the performance
                     of any of the terms, covenants and agreements
                     contained in any agreement (beyond any period
                     of time provided in such agreement to cure
                     such default) to which it is a party which
                     materially impairs the ability to carry on its
                     business and such material impairment
                     continues for a period of 15 days; and

           (viii)    the registration of the Operator under the
                     Regulatory Legislation is suspended or revoked
                     for a period of 14 or more days during any 12
                     month period.

      (b)  Commencement of Grace Period:  In the event there is a
dispute as to whether an event giving rise to an Event of Default
has occurred any applicable grace or cure period shall commence on
the date of the determination of such dispute.


                          ARTICLE ELEVEN

                            TERMINATION

      (a)  Termination:  This Agreement will terminate (except to
the extent necessary to give effect to the provisions of this
Article Eleven, including Sections 11.3 and 11.4) in any of the
following cases:

           (i)  upon the expiry of 60 days after notice given by
                OCC to the Operator if an Event of Default shall
                have occurred;

           (ii) upon the expiry of 180 days after notice given by
                OCC to the Operator in the event of a termination
                (other than by effluxion of time) of the Permanent
                Casino Heads of Agreement or the Master Agreement
                by reason of the decision of OCC not to extend the
                Master Agreement Deadline or the Final Closing
                Deadline (as such terms are defined in the
                Permanent Casino Heads of Agreement);

           (iii)     upon the expiry of 60 days after notice given
                     by OCC to the Operator in the event of a
                     termination (other than by effluxion of time)
                     of the Permanent Casino Heads of Agreement or
                     the Master Agreement other than for the reason
                     set out in (b) above; and

           (iv) upon the expiry of 60 days after notice given by
                the Operator to OCC of an Operator Termination
                Event (as hereinafter defined).

For the purposes of this Article Eleven, "Operator Termination
Event" means if any of the following events shall occur:

                  (I)     OCC shall fail in a material respect to
                          keep, observe or perform any covenant,
                          agreement or term or provision of this
                          Agreement to be kept, observed or
                          performed by OCC, or shall be in breach
                          of any representation or warranty and
                          such default shall continue for a period
                          of 30 days after notice thereof by the
                          Operator to OCC; or

                 (II)     by reason of Force Majeure or a change in
                          Applicable Law or the application thereof
                          to the operation of the Casino, the
                          operation of the Casino shall, in a
                          material respect, be suspended, or the
                          ability of the Operator to operate the
                          Casino shall be materially impaired, and
                          any such suspension or impairment shall
                          continue for a period of six months or
                          more (in the case of Force Majeure) or a
                          period of three months or more (in the
                          case of Applicable Law) and provided that
                          the Operator shall have notified OCC
                          within 10 Business Days of the date which
                          the Operator alleges to be the
                          commencement of such six-month or three-
                          month period; or

                (III)     an event shall occur or state of facts be
                          found to exist with respect to the
                          Casino, including its continued
                          operation, which has resulted in written
                          notification to a Participant or an
                          Affiliate of a Participant from a
                          regulatory agency threatening, and which
                          such Participant exercising its best
                          judgment in good faith determines will
                          likely lead to, a revocation of a
                          material gaming licence or application
                          for renewal of an existing material
                          gaming licence of such Participant or any
                          of its Affiliates in the States of New
                          Jersey or Nevada in the United States of
                          America; or

                 (IV)     any increase(s) in the Win Tax or the
                          levying of or any increase(s) in any
                          Impositions affecting the Casino which,
                          individually or in the aggregate,
                          materially adversely affects the
                          operating profit of the Casino.

      (b)  Pre-Opening Expenses:  In the event of termination of
this Agreement pursuant to Section 11.1, OCC shall, on the
Reimbursement Date, pay to the Operator the then outstanding Pre-
Opening Expenses together with any GST payable by OCC thereon, plus
all accrued and unpaid interest thereon at the Reimbursement Rate
of Interest (the "Outstanding Pre-Opening Expenses") and all
outstanding and unpaid Operator's Fee, provided that the obligation
of OCC to reimburse the Operator in respect of any Outstanding
Pre-Opening Expenses or outstanding and unpaid Operator's Fee as
aforesaid shall be subject to the following conditions:

           (i)  in the case of any Outstanding Pre-Opening Expense
                incurred for the supply of materials, OCC or its
                nominee shall be entitled to obtain the Operator's
                interest in and obligations with respect to such
                materials and the benefits and obligations of the
                Operator in any warranties and guarantees issued by
                the supplier of such materials;

           (ii) in the case of any Outstanding Pre-Opening Expense
                incurred for the supply of services, OCC or its
                nominee shall be entitled to assume the benefits
                and obligations of the Operator under such contract
                for services without the payment of any penalty or
                other amount by OCC or its nominee or further
                consent (or if further consent shall be required
                such consent shall be obtained by the Operator) and
                where OCC elects to assume a contract for services,
                OCC shall indemnify the Operator with respect
                thereto; and

           (iii)     the amount of the Operator's Fee asserted by
                     the Operator to be outstanding and unpaid is
                     accurate, and for this purpose the Operator
                     agrees to provide OCC with audited financial
                     statements as required by Subsection 4.3(l)
                     for the period in question.

For the purposes of this Section 11.2, "Reimbursement Date" means
a date which is no later than 180 days after this Agreement is
terminated.

      (c)  Remedies Preserved:  Any termination of this Agreement
pursuant to Section 11.1 shall be without prejudice to any rights
or remedies available to the parties hereto under this Agreement in
the event of the occurrence of any of the events set forth in
Section 11.1 and the resultant termination pursuant thereto.

      (d)  Establishment of Severance Reserve:  The Operator and OCC
agree that for each Operating Year they will establish in the
Approved Operating Budget a reserve out of Gross Revenues (the
"Severance Reserve") to satisfy all obligations and liabilities
arising out of the termination or lay-off of employees of the
Operator employed at the Interim Casino Complex (other than the
Executive Staff in respect of whom the Operator has not waived its
rights under Section 14.12) in connection with the termination of
this Agreement.

      (e)  Withdrawals from Severance Reserve:  Upon the termination
of this Agreement the Operator shall be entitled to withdraw from
the Severance Reserve maintained in the Casino Accounts amounts
required by the Operator to satisfy all obligations and liabilities
arising out of the termination or lay-off of employees of the
Operator employed at the Interim Casino Complex (other than the
Executive Staff in respect of whom the Operator has waived its
rights under Section 14.12) in connection with the termination of
this Agreement.  If the monies in the Severance Reserve are
insufficient to pay all such severance liabilities, OCC shall be
responsible for 95% of the deficiency and the Operator shall be
responsible for 5% of the deficiency.  In the event there is a
balance remaining in the Severance Reserve after paying all such
severance liabilities, OCC shall be entitled to 95% of the balance
and the Operator shall be entitled to 5% of the balance.


                          ARTICLE TWELVE

                            INDEMNITIES

      (a)  Indemnification by Operator:  The Operator agrees to
indemnify and save harmless OCC from all Losses suffered or
incurred by OCC as a result of:

           (i)  any breach by the Operator of, or any inaccuracy of
                any representation or warranty of the Operator
                contained in this Agreement; and

           (ii) any wilful breach or wilful non-performance by the
                Operator of any covenant to be performed by it
                which is contained in this Agreement;

provided that the Operator shall not be required to indemnify or
save harmless OCC for any Losses attributable to the wilful
misconduct of OCC.

      (b)  Indemnification by OCC:  OCC agrees to indemnify and save
harmless the Operator and the Participants from all Losses suffered
or incurred by the Operator or any of the Participants as a result
of:

           (i)  any breach by OCC of or any inaccuracy of any
                representation or warranty contained in this
                Agreement; and

           (ii) any wilful breach or wilful non-performance by OCC
                of any covenant to be performed by it which is
                contained in this Agreement;

provided that OCC shall not be required to indemnify or save
harmless the Operator or any of the Participants for any Losses
occasioned by the wilful misconduct of the Operator or any of the
Participants.

      (c)  Indemnification by Participants:

           (i)  Each of the Participants severally agrees to
                indemnify and save harmless OCC from all Losses
                suffered or incurred by OCC as a result of:

                (A)  any breach by such Participant of, or any
                     inaccuracy of any representation or warranty
                     of the Operator or such Participant contained
                     in this Agreement; and

                (B)  any wilful breach or wilful non-performance by
                     such Participant of any covenant to be
                     performed by the Operator or such Participant
                     which is contained in this Agreement;

                provided that a Participant shall not be required
                to indemnify or save harmless OCC for any Losses
                attributable to the wilful misconduct of OCC.

           (ii)      The obligations of the Participants under this
                     Agreement, including in particular this
                     Article Twelve, are and shall be several (each
                     as to an undivided one-third) and shall not be
                     joint nor joint and several.

      (d)  United States Taxes:  All amounts payable by any
Participant shall be paid free and clear and without deduction for
any present or future taxes of any federal, state or local
government or governmental subdivision or taxing authority in the
United States, and the Participant shall pay and discharge and
indemnify and hold harmless OCC from, all such taxes with respect
to or measured by any payment made by the Participant pursuant to
this Agreement or the performance of any obligations on, under or
pursuant to this Agreement.  If at any time the Participant is
required by Applicable Law to make any deduction or withholding
from any amount due under this Agreement, or any such amount in
respect of such taxes, the Participant shall pay such amount that
after payment of any such taxes to the appropriate taxing authority
there shall be paid to OCC the amount otherwise payable in the
absence of such taxes. 

      (e)  Timely Notice:  Whenever a party shall become aware of
any claim which would subject another party to the indemnity
provisions of this Article Twelve, the party shall provide timely
notice thereof to the other party.

      (f)  Limitation on Claims for Damages:

           (i)  Notwithstanding the other provisions of this
                Article Twelve, the provisions in this Article
                Twelve shall apply only in respect of Losses
                suffered or incurred by the parties hereto other
                than Losses arising out of third party claims as
                contemplated by Section 8.3 and only to the extent
                such Losses are not otherwise recoverable from
                policies of insurance.

           (ii)      Except as expressly set forth in this Article
                     Twelve, OCC shall not have the right to make a
                     claim for or recover damages, at law or in
                     equity, against the Operator or any of the
                     Participants for a breach of this Agreement.

      (g)  No Subrogation:  Nothing in this Agreement shall be
deemed to create any right of recovery whether by way of
subrogation or otherwise on the part of any insurance or surety
company.


                         ARTICLE THIRTEEN

                        DISPUTE RESOLUTION

      (a)  Mediation:  Where any dispute arises between the Operator
and OCC hereto as to any matter contemplated by or arising from the
terms of this Agreement, the dispute shall be the subject of
non-binding and without prejudice mediation by recourse to a Person
or Persons generally recognized as having familiarity with and
expertise in the matter which is the subject of the dispute (an
"Expert").  Either party may initiate such mediation by giving
notice to the other  party to that effect.  Within 10 Business Days
after the delivery of such notice, each of OCC and the Operator
shall meet and attempt to appoint a single Expert for non-binding
and without prejudice mediation of such dispute.  If OCC and the
Operator are unable to agree on a single Expert then, upon notice
given by either of them and within five Business Days of such
notice, each of OCC and the Operator shall name a Person and the
two Persons so named shall promptly thereafter choose the Expert.
The Expert selected shall then promptly mediate the dispute between
the parties and shall render its recommendation within 30 days of
its appointment (the "Mediation Period").  The costs related to
such mediation shall, in the absence of agreement between the
parties to the contrary, be borne equally between the parties.
Each of the parties agrees that it will give substantial weight and
due regard for the recommendation of the Expert.  Notwithstanding
the foregoing, following the Mediation Period, each of the parties
shall be entitled to seek resolution of such dispute in accordance
with its normal remedies and recourses available at law.


                         ARTICLE FOURTEEN

                              GENERAL

      (a)  Notices:  Any notice, demand, request, consent, agreement
or approval which may or is required to be given pursuant to this
Agreement shall be in writing and shall be sufficiently given or
made if served personally upon the party for whom it is intended,
or mailed by registered mail, return receipt requested or sent by
telex, telecopy or telegram and in the case of:

           (i)  OCC, addressed to it at:

                1075 Bay Street
                6th Floor
                Toronto, Ontario
                M5S 2B1

                Telecopier:    (416) 325-0416

                Attention:  President

           (ii) the Operator, addressed to it at:

                108 City Centre
                333 Riverside Drive
                Windsor, Ontario
                N9A 7C5

                Telecopier:    (519) 258-2720
     
                Attention:  Michael D. Rumbolz, President

                - and to -

                Blake, Cassels & Graydon
                199 Bay Street
                Suite 2800, Commerce Court West
                P.O. Box 25
                Toronto, Ontario
                M5L 1A9

                Telecopier:    (416) 863-3033
     
                Attention:     John M. Tuzyk

                with a copy to each of the Participants

           (iii)     the Participants, addressed to them at:
               
                Caesars World, Inc.
                1801 Century Park East
                Los Angeles, California
                90067

                Telecopier:    (310) 552-9446

                Attention:     Philip L. Ball, Senior
                          Vice-President, Secretary
                          and Legal Counsel
     
                with a copy to the other Participants

                Circus Circus Enterprises, Inc.
                2880 Las Vegas Boulevard
                P.O. Box 14967
                Las Vegas, Nevada
                89114-4967

                Telecopier:    (702) 731-6262

                Attention:     Clyde T. Turner, President

                with a copy to the other Participants

                Hilton Hotels Corporation
                c/o Hilton Gaming Corporation
                2001 E. Flamingo Road
                Suite 114
                Las Vegas, Nevada
                89119

                Telecopier:    (702) 732-0027

                Attention:     Mark E. Thomas, Senior Vice President
                          and General Counsel

                with a copy to the other Participants

                - and in each case to -

                Blake, Cassels & Graydon
                199 Bay Street
                Suite 2800, Commerce Court West
                P.O. Box 25
                Toronto, Ontario
                M5L 1A9

                Telecopier:    (416) 863-3033
     
                Attention:     John M. Tuzyk



or to such other address or in care of such other officers as a
party may from time to time advise to the other parties by notice
in writing.  The date of receipt of any such notice, demand,
request, consent, agreement or approval if served personally or by
telex, telecopy or telegram shall be deemed to be the date of
delivery thereof (if such day is a Business Day and if not, the
next following Business Day), or if mailed as aforesaid, the date
of delivery by a postal authority.

      (b)  Table of Contents and Headings:  The table of contents
hereto and the headings of any Articles, Section or part thereof
are inserted for purposes of convenience only and do not form part
hereof.

      (c)  Enforceability:  If any provision of this Agreement is
determined to be invalid, illegal or unenforceable as written, such
provision shall be enforced to the maximum extent permitted by
Applicable Law.

      (d)  Successors and Assigns:  This Agreement shall enure to
the benefit of and be binding upon the successors and permitted
assigns of each party hereto.  This Agreement shall not be assigned
by the Operator or the Participants without the prior written
consent of OCC, which consent may be arbitrarily withheld.

      (e)  Time of Essence:  Time shall in all respects be of the
essence hereof; provided, however, that the time for doing or
completing any matter provided for herein may be extended or
abridged by an agreement in writing signed by OCC and the Operator,
or by their respective counsel who are hereby expressly appointed
in that regard.

      (f)  Approvals:  Wherever the provisions of this Agreement
contemplate an approval of, consent to, or a decision with respect
to, any action, Person, document or plan by either party, this
Agreement (unless the text hereof expressly states that such
approval or consent may be arbitrarily or unreasonably withheld, or
unless the text hereof expressly states that the time periods are
to be otherwise, in which latter case this Section shall apply but
the time periods shall be adjusted accordingly) shall be deemed to
provide that:

           (i)  such request for approval, consent or decision shall:

                  (I)     clearly set forth the matter in respect
                          of which such approval, consent or
                          decision is being sought;

                 (II)     form the sole subject matter of the
                          correspondence containing such request
                          for approval, consent or decision; and

                (III)     clearly state that such approval, consent
                          or decision is being sought;

                otherwise such request shall be deemed never to
                have been made;

           (ii) such approval, consent or decision shall be in
                writing;

           (iii)     such approval, consent or decision shall not
                     be unreasonably withheld or delayed;

           (iv) the party whose approval or consent is requested
                shall, within 15 Business Days after receipt of
                such request, advise the other party by notice in
                writing either that it consents or approves, or
                that it withholds its consent or approval and in
                the latter case it shall set forth, in reasonable
                detail, its reasons for withholding its consent or
                approval; and

           (v)  in the case of OCC, an approval, consent or
                decision hereunder shall not have been effectively
                given unless given by an officer or director of
                OCC, a member of the "Casino Project Team"
                established by Her Majesty and, in the case of an
                approval pursuant to Section 14.12, evidenced by a
                resolution of the board of directors of OCC.

      (g)  Cooperation of Parties:  The parties agree to use their
reasonable efforts to cooperate with each other in the performance
of their respective obligations under this Agreement provided that
the failure of any party to provide such cooperation shall in no
event relieve any other party hereto from the performance or
observance of its obligations hereunder.

      (h)  Force Majeure:  Notwithstanding any other provision of
this Agreement, if, by reason of Force Majeure, a party is unable
to perform in whole or in part its obligations under this
Agreement, then in such event and only during such period of
inability to perform, such party shall be relieved of those
obligations to the extent it is so unable to perform and such
inability to perform, so caused, shall not make such party liable
to the other, and any time period in which such obligation is to be
performed shall be extended for such period of inability to
perform.  Every obligation in this Agreement shall be deemed to be
subject to Force Majeure.

      (i)  Governing Law:  This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario
and each party irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of such province and all
courts competent to hear appeals therefrom.

      (j)  Relationship of the Parties:  Nothing herein shall be
construed so as to make OCC a partner of the Operator or the
Participants or, except as expressly provided herein, to render the
Operator or the Participants the agent or other authorized
representative of OCC for any purpose.

      (k)  Third Parties:  None of the rights or obligations
hereunder of any party shall enure to the benefit of or be
enforceable by any party other than the parties to this Agreement
and their respective successors and permitted assigns.

      (l)  Employment Solicitation:  OCC agrees not to solicit the
employment of the Executive Staff during the term of this Agreement
and not to employ any of the Executive Staff for a period of 12
months after the termination (by effluxion of time or otherwise) of
this Agreement, in each case without the Operator's prior written
consent.  The Operator and each of the Participants agrees not to
solicit the employment of any officer, director or employee of OCC
during the term of this Agreement and not to employ any officer,
director or employee of OCC for a period of 12 months after the
termination (by effluxion of time or otherwise) of this Agreement,
in each case without OCC's prior written consent.

      (m)  Disclosure:  Each of the parties hereto acknowledges,
agrees and consents to the disclosure of this Agreement as a matter
of public record and further acknowledges and agrees that
Applicable Law may require disclosure of information provided by
any party hereto to any other party or parties hereto pursuant to
or in connection with this Agreement.  However, the parties
acknowledge and agree that information provided by any party hereto
to any other party or parties hereto pursuant to or in connection
with this Agreement may comprise trade secrets or scientific,
technical, commercial, financial or labour relations information,
supplied in confidence, disclosure of which could reasonably be
expected to prejudice significantly the competitive position or
interfere significantly with the contractual or other negotiations
of one or all of the parties or result in undue loss to one or all
of the parties or undue gain to others.  Further, such information
may include information the disclosure of which could reasonably be
expected to prejudice the economic interests of OCC or other
provincial government institutions or its or their competitive
position and the proposed plans, policies or projects of OCC or
other provincial government institutions or the disclosure of which
could reasonably be expected to result in premature disclosure of
a pending policy decision or undue financial benefit or loss to a
person.  Accordingly, except as may be required by Applicable Law,
all such information shall be kept confidential by the parties and
shall only be made available to such of a party's employees and
consultants as are required to have access to the same in order for
the recipient party to adequately use such information for the
purposes for which it was furnished.

      (n)  Counterparts:  This Agreement may be executed in
counterparts, each of which shall constitute an original and all of
which taken together shall constitute one and the same instrument.


                IN WITNESS WHEREOF this Agreement has been executed
by the parties.


                                    ONTARIO CASINO CORPORATION


                                    by ___________________________


                                       ___________________________


                                    WINDSOR CASINO LIMITED


                                    by ___________________________


                                       ___________________________


                                    CAESARS WORLD, INC.


                                    by ___________________________


                                       ___________________________


                                    CIRCUS CIRCUS ENTERPRISES, INC.


                                    by ___________________________


                                       ___________________________


                                    HILTON HOTELS CORPORATION


                                    by ___________________________


                                       ___________________________

<PAGE>
                                  





                    ONTARIO CASINO CORPORATION
       as agent of HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO

                              - and -


                      WINDSOR CASINO LIMITED


                              - and -


                       CAESARS WORLD, INC.,
                CIRCUS CIRCUS ENTERPRISES, INC. and
                     HILTON HOTELS CORPORATION







                                                           

                INTERIM CASINO OPERATING AGREEMENT
                                                          





                           May 14, 1994

               INTERIM CASINO OPERATING AGREEMENT

                         TABLE OF CONTENTS



                            ARTICLE ONE

                            DEFINITIONS

      1.1  Definitions. . . . . . . . . . . . . . . . . . . . .  2
      1.2  Schedules. . . . . . . . . . . . . . . . . . . . . . 15
      1.3  Currency . . . . . . . . . . . . . . . . . . . . . . 15


                            ARTICLE TWO

                      APPOINTMENT OF OPERATOR

      2.1  Appointment of Operator as Independent Contractor. . 15
      2.2  Appointment of Operator as Agent . . . . . . . . . . 15
      2.3  Limitation on Authority of Operator. . . . . . . . . 15
      2.4  Access to Building . . . . . . . . . . . . . . . . . 16


                           ARTICLE THREE

                        PRE-OPENING PERIOD

      3.1  Pre-Opening Services . . . . . . . . . . . . . . . . 16
      3.2  Renovations. . . . . . . . . . . . . . . . . . . . . 16
      3.3  Parking Facility Arrangements. . . . . . . . . . . . 16
      3.4  Interim Casino Equipment . . . . . . . . . . . . . . 17
      3.5  Other Services . . . . . . . . . . . . . . . . . . . 17


                           ARTICLE FOUR

                         OPERATING PERIOD

      4.1  Services . . . . . . . . . . . . . . . . . . . . . . 18
      4.2  Annual Operating Budget. . . . . . . . . . . . . . . 19
      4.3  Accounting and Distribution of Funds . . . . . . . . 20
      4.4  No Duplication . . . . . . . . . . . . . . . . . . . 24
      4.5  Repayment of Deficiency Amounts. . . . . . . . . . . 24
      4.6  OCC Review of Financial Statements . . . . . . . . . 24
      4.7  Major Capital Improvements . . . . . . . . . . . . . 25
      4.8  Extended Deferrals . . . . . . . . . . . . . . . . . 25


                           ARTICLE FIVE

                  REPRESENTATIONS AND WARRANTIES

      5.1  Representations and Warranties of the Operator . . . 26
      5.2  Representations and Warranties of the
           Participants . . . . . . . . . . . . . . . . . . . . 27
      5.3  Representations and Warranties of OCC. . . . . . . . 28
      5.4  Survival of Representations and Warranties . . . . . 29


                            ARTICLE SIX

                             COVENANTS

      6.1  Affirmative Covenants of the Operator. . . . . . . . 29
      6.2  Negative Covenants of the Operator . . . . . . . . . 31
      6.3  Affirmative Covenants of the Participants. . . . . . 33
      6.4  Negative Covenants of Participants . . . . . . . . . 33
      6.5  Insurance. . . . . . . . . . . . . . . . . . . . . . 34


                           ARTICLE SEVEN

                       INTELLECTUAL PROPERTY

      7.1  Intellectual Property of OCC and the Operator. . . . 35
      7.2  Participants' Individual Intellectual Property . . . 35
      7.3  Collective Intellectual Property of Participants . . 36


                           ARTICLE EIGHT

                    OPERATOR'S FEE AND EXPENSES

      8.1  Operator's Fee . . . . . . . . . . . . . . . . . . . 36
      8.2  Salaries and Expenses. . . . . . . . . . . . . . . . 37
      8.3  Third Party Claims . . . . . . . . . . . . . . . . . 38
      8.4  Concessions. . . . . . . . . . . . . . . . . . . . . 39
      8.5  Business Loss Insurance. . . . . . . . . . . . . . . 39


                           ARTICLE NINE

                          NON-COMPETITION

      9.1  Non-Competition/Right of First Offer . . . . . . . . 40


                            ARTICLE TEN

                         EVENTS OF DEFAULT

      10.1 Events of Default. . . . . . . . . . . . . . . . . . 41
      10.2      Commencement of Grace Period. . . . . . . . . . 42



                          ARTICLE ELEVEN

                            TERMINATION

      11.1 Termination. . . . . . . . . . . . . . . . . . . . . 43
      11.2 Pre-Opening Expenses . . . . . . . . . . . . . . . . 44
      11.3 Remedies Preserved . . . . . . . . . . . . . . . . . 45
      11.4 Establishment of Severance Reserve . . . . . . . . . 45
      11.5 Withdrawals from Severance Reserve . . . . . . . . . 45


                          ARTICLE TWELVE

                            INDEMNITIES

      12.1 Indemnification by Operator. . . . . . . . . . . . . 45
      12.2 Indemnification by OCC . . . . . . . . . . . . . . . 46
      12.3 Indemnification by Participants. . . . . . . . . . . 46
      12.4      United States Taxes . . . . . . . . . . . . . . 46
      12.5 Timely Notice. . . . . . . . . . . . . . . . . . . . 47
      12.6      Limitation on Claims for Damages. . . . . . . . 47
      12.7      No Subrogation. . . . . . . . . . . . . . . . . 47


                         ARTICLE THIRTEEN

                        DISPUTE RESOLUTION

      13.1 Mediation. . . . . . . . . . . . . . . . . . . . . . 47



                         ARTICLE FOURTEEN

                              GENERAL

      14.1 Notices. . . . . . . . . . . . . . . . . . . . . . . 48
      14.2 Table of Contents and Headings . . . . . . . . . . . 50
      14.3 Enforceability . . . . . . . . . . . . . . . . . . . 50
      14.4 Successors and Assigns . . . . . . . . . . . . . . . 50
      14.5 Time of Essence. . . . . . . . . . . . . . . . . . . 50
      14.6 Approvals. . . . . . . . . . . . . . . . . . . . . . 50
      14.7      Cooperation of Parties. . . . . . . . . . . . . 51
      14.8 Force Majeure. . . . . . . . . . . . . . . . . . . . 51
      14.9 Governing Law. . . . . . . . . . . . . . . . . . . . 51
      14.10     Relationship of the Parties . . . . . . . . . . 52
      14.11     Third Parties . . . . . . . . . . . . . . . . . 52
      14.12     Employment Solicitation . . . . . . . . . . . . 52
      14.13     Disclosure. . . . . . . . . . . . . . . . . . . 52
      14.14     Counterparts. . . . . . . . . . . . . . . . . . 52

Source: OneCLE Business Contracts.