EXHIBIT 2.3 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment"), dated as of November 1, 2001, is entered into by and among MAJESTIC INVESTOR HOLDINGS, LLC, a Delaware limited...

EXHIBIT 2.3

SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Amendment"), dated as of November 1, 2001, is entered into by and among
MAJESTIC INVESTOR HOLDINGS, LLC, a Delaware limited liability company
("Purchaser"); MAJESTIC INVESTOR, LLC, a Delaware limited liability company;
XXXXXX NEVADA GAMING, LLC, a Nevada limited-liability company; XXXXXX
MISSISSIPPI GAMING, LLC, a Mississippi limited liability company; XXXXXX
COLORADO GAMING, LLC, a Colorado limited liability company; FITZGERALDS LAS
VEGAS, INC., a Nevada corporation ("FLV"); 000 XXXX XXXXXX LIMITED LIABILITY
COMPANY, a Colorado limited liability company ("FBH"); FITZGERALDS MISSISSIPPI,
INC., a Mississippi corporation ("FM" and collectively with FLV and FBH,
"Sellers" and each, a "Seller"); and FITZGERALDS GAMING CORPORATION, a Nevada
corporation ("Parent"). Capitalized terms not defined herein have the meanings
ascribed to them in the Purchase and Sale Agreement, dated as of November 22,
2000 and thereafter amended and assigned (as so amended and assigned, the
"Agreement"), by and among Purchaser, Sellers, Parent and certain Affiliates of
Parent or Sellers named on the signature pages of the Agreement.

In consideration of the mutual covenants and agreements set forth in
this Amendment, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1. INCONSISTENCIES. If any inconsistencies exist between the provisions
of this Amendment and the provisions of the Agreement, then the provisions of
this Amendment shall control and supersede the inconsistent provisions of the
Agreement. Unless otherwise specifically indicated, all references to Sections
are to Sections of the Agreement and such Sections referred to shall include the
effect of the amendments hereunder.

2. AMENDMENTS. The Agreement is hereby amended as follows:

A. The phrase "Employee records, personnel files," is inserted in
Section 1.01(b)(iv) between "The" and "minute books."

B. The phrase "termination and abandonment pursuant to" is inserted in
clause (i) of Section 12.02 between "other than" and "the provisions."

C. Sections 1.01(a)(ii)(A), 1.01(a)(ii)(B), 1.01(a)(iv), 1.01(a)(v),
2.09, 2.11(a), 2.11(b), 2.19 and 6.05 of the Disclosure Schedule are hereby
amended and restated in their entirety as set forth in Exhibit A hereto.

D. All Contracts that are entered into, or the expiration dates of
which are extended, by any Seller in the ordinary course of business between
October 10, 2001 and the Closing Date and all Contracts that were entered into
or extended by any Seller in the ordinary course of business prior to October
10, 2001, but which were not presented to the Purchaser prior to the date hereof
and which do not by their terms expire before the Closing, shall be assigned to,
and assumed by, Purchaser at the Closing in accordance with the corresponding
provisions of

Section 1.01(a), provided that (i) prior notice of such Contracts or such
extension of the expiration dates, as the case may be, was given to Purchaser
and (ii) Purchaser has approved such Contracts or such extension, as the case
may be, which approval shall be deemed granted if Purchaser does not object
within five Business Days after receiving such prior notice. Any Contracts that
are not assigned and assumed pursuant to the preceding sentence shall be
assigned to, and assumed by, Purchaser if Purchaser and Sellers so agree.

E. Sections 1.01(a)(ii)(A), 1.01(a)(ii)(B), 1.01(a)(iv), 1.01(a)(v),
2.09, 2.11(a), 2.11(b) and 2.19 of the Disclosure Schedule, to the extent
applicable to each Contract assigned and assumed pursuant to Section 2.E. of
this Amendment, shall be deemed amended to reflect such assignment and
assumption.

F. From October 10, 2001 until the Closing, the Sections of the
Disclosure Schedules shall be deemed amended to delete any Contracts that
terminate prior to the Closing.

3. INVALID PROVISIONS. If any provision of this Amendment is held to be
illegal, invalid or unenforceable under any present or future Law, and if the
rights or obligations of any party hereto under this Amendment will not be
materially and adversely affected thereby, (i) such provision will be fully
severable, (ii) this Amendment will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof
and (iii) the remaining provisions of this Amendment will remain in full force
and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom.

4. FULL FORCE AND EFFECT. Except as expressly amended by this
Amendment, the Agreement shall continue in full force and effect in accordance
with the provisions thereof on the date hereof and the parties hereto ratify and
agree to be bound by all terms and provisions of the Agreement as amended
hereby.

5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, and all of which
together will constitute one and the same instrument.

IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered by the duly authorized officer of each party as of the date first
above written.

PURCHASER: MAJESTIC INVESTOR HOLDINGS, LLC,
a Delaware limited liability company

By: /s/ Xxx X. Xxxxxx
----------------------------------
Name: Xxx X. Xxxxxx
-----------------------------
Title: President
----------------------------

MAJESTIC INVESTOR, LLC,
a Delaware limited liability company

By: /s/ Xxx X. Xxxxxx
----------------------------------
Name: Xxx X. Xxxxxx
-----------------------------
Title: President
----------------------------

XXXXXX NEVADA GAMING, LLC,
a Nevada limited-liability company

By: /s/ Xxx X. Xxxxxx
----------------------------------
Name: Xxx X. Xxxxxx
-----------------------------
Title: President
----------------------------

XXXXXX MISSISSIPPI GAMING, LLC,
a Mississippi limited liability company

By: /s/ Xxx X. Xxxxxx
----------------------------------
Name: Xxx X. Xxxxxx
-----------------------------
Title: President
----------------------------

XXXXXX COLORADO GAMING, LLC,
a Colorado limited liability company

By: /s/ Xxx X. Xxxxxx
----------------------------------
Name: Xxx X. Xxxxxx
-----------------------------
Title: President
----------------------------

FLV: FITZGERALDS LAS VEGAS, INC.,
a Nevada corporation

By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title:
----------------------------

FBH: 000 XXXX XXXXXX LIMITED LIABILITY COMPANY,
a Colorado limited liability company doing
business as "Fitzgeralds Casino Black Hawk"

By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title:
----------------------------

FM: FITZGERALDS MISSISSIPPI, INC.,
a Mississippi corporation

By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title:
----------------------------

PARENT: FITZGERALDS GAMING CORPORATION,
a Nevada corporation

By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------
Title:
----------------------------

EXHIBIT A

Amended and Restated Sections 1.01 (a)(ii)(A), 1.01 (a)(ii)(B), 1.01 (a)(iv),
1.01(a)(v), 209, 2.11(a). 2.11(b), 2.19 and 6.05 of the Disclosure Schedule

SCHEDULE 1.01(a)(II)(A)

REAL PROPERTY LEASES - SELLERS AS LESSORS

FITZGERALDS LAS VEGAS, INC.

CONTRACTS ADDED

1. Lease of Site for Communications Facilities, dated January
18, 1999, between Fitzgeralds Las Vegas, Inc. and PageNet, Inc. (now Arch
Wireless, Inc.).

2. Site Lease Agreement, dated August 5, 1991, by and between
Fitzgeralds Las Vegas Limited Partnership and XxXxx Communications of Nevada,
Inc. (now AT&T Wireless Services of Nevada, Inc.).

3. Space Lease Agreement, dated June 11, 2001, between
Fitzgeralds Las Vegas, Inc. and Paramount Marketing Consultants, Inc.

CONTRACTS DELETED

4. Site Lease Agreement, dated September 9, 1999, between
Fitzgeralds Las Vegas, Inc. and CommcoTec Corporation (rooftop and interior
space).(1)

CONTRACTS AMENDED

5. Agreement, dated April 25, 2001, between Fitzgeralds Las
Vegas, Inc. and Valley Broadcasting Company d/b/a KVBC-TV and Radio News
Company.

6. Lease Agreement, dated January 15, 1998, between
Fitzgeralds Las Vegas, Inc. and Motorola, Inc. (rooftop lease), as assumed by
Pinnacle Towers, Inc. in that certain General Assignment, Xxxx of Sale and
Assumption of Liabilities dated August 31, 1999.

---------

(1) CommcoTec Corporation, n/k/a BroadStream Corporation, commenced bankruptcy
proceedings on December 18, 2000. The contract between Fitzgeralds Las Vegas,
Inc. and CommcoTec was rejected pursuant to a bankruptcy court order effective
August 1, 2001.

AMENDED

SCHEDULE 1.01(a)(ii)(B)

REAL PROPERTY LEASES - SELLERS AS LESSEE

FITZGERALDS LAS VEGAS, INC.

CONTRACTS ADDED

1. Advertising Space Lease Agreement, dated February 14, 2001,
by and between The Fremont Street Experience Limited Liability Company and
Fitzgeralds Casino/Holiday Inn Hotel (Block I, Directory A, panel facing west).

CONTRACTS AMENDED

2. Advertising Lease Agreement, dated June 5, 1998, by and
between The Fremont Street Experience Limited Liability Company and Fitzgeralds
Casino/Holiday Inn Hotel (Block 5, directory I, panel facing south, Block 5,
directory J, panel facing west).

3. Advertising Space Lease Agreement, dated November 4, 2000,
by and between The Fremont Street Experience Limited Liability Company and
Fitzgeralds Casino/Holiday Inn Hotel (Block 4, directory G, panel facing south).

4. Advertising Space Lease Agreement, dated February 29, 2000,
by and between The Fremont Street Experience Limited Liability Company and
Fitzgeralds Casino/Holiday Inn Hotel (Block 5, directory J, panel facing north),
as amended by Advertising Space Lease Agreement, dated February 16, 2001.

FITZGERALDS MISSISSIPPI, INC.

CONTRACTS ADDED

5. Sign Lease Agreement and Addendum, dated July 1, 2001,
between X.X. Xxxxxx, d.b.a. D.C. Partner Enterprises and Fitzgeralds
Mississippi, Inc.

6. Billboard Contract t#C82l-16 and Addendum, effective April
2. 2001 between Sanlyn Outdoor Advertising, Inc. and Fitzgeralds Mississippi.
Inc.

7. Billboard Contract #C82l-2l, -C82l-22, C82l-23 and C82l-24
dated January 1, 2001, between Sanlyn Outdoor Advertising, Inc. and Fitzgeralds
Mississippi, Inc.

8. Billboard Contract #CS2l-2S and C82l-26/Addendums dated
September 5, 2001, between Sanlyn Outdoor Advertising, Inc. and Fitzgeralds
Mississippi, Inc.

CONTRACTS DELETED

9. Sign Lease Agreement, dated January 1, 1999, between Xxxx
X. Xxxxxxx, d/b/a Xxxx X. Xxxxxxx Rentals, and Fitzgeralds Mississippi, Inc.

10. Billboard Contract, dated September 10, 1999, between
Sanlyn Outdoor Advertising, Inc. and Fitzgeralds Casino/Hotel Tunica (Contract
No. C821-l6).

11. Billboard Contract, dated February 1, 2000, between Sanlyn
Outdoor Advertising, Inc. and Fitzgeralds Casino Hotel Tunica (Contract No.
C82l-15).

CONTRACTS AMENDED

12. Billboard Contract, between Sanlyn Outdoor Advertising,
Inc. and Xxxxxxxxxx'x Casino & Hotel Tunica (renewal).

13. Billboard Contract #C82 1-09/Addendum, effective July 1,
2001, between Sanlyn Outdoor Advertising, Inc. and Fitzgeralds Mississippi, Inc.

000 XXXX XXXXXX LIMITED LIABILITY COMPANY

CONTRACTS AMENDED

14. Xxxxx Outdoor Display Advertising Agreement, dated July
14, 1997, between Innerwest Media Service and 000 Xxxx Xxxxxx LLC (Contract no.
4219), as renewed by Bulletin Contract No. 225, dated November 2, 2000.

15. Xxxxx Outdoor Display Advertising Agreement, dated July
14, 1997, between Innerwest Media Service and 000 Xxxx Xxxxxx LLC (Contract no.
4220), as renewed by Bulletin Contract No. 225, dated November 2, 2000.

AMENDED

SCHEDULE 1.01 (a)(iv)

BUSINESS CONTRACTS

000 XXXX XXXXXX LIMITED LIABILITY COMPANY

CONTRACTS ADDED

1. Standard Form of Construction Agreement, dated December 27,
2000, between 000 Xxxx Xxxxxx Limited Liability Company and Restriction
Corporation.

2. Advertising Contract, dated February 1, 2001, between
Fitzgeralds Casino and Colorado Gambler (Innerwest Advertising).

3. Abbreviated Standard Form of Agreement, between Architect
and Owner, dated January 5, 2001, between 000 Xxxx Xxxxxx Limited Company and
HNTB Corporation.

4. Music Service Agreement, dated April 19, 2001, between
Muzak, LLC and Fitzgeralds dba 101 Main.

5. Advertising Agreement and Addendum, dated March 16, 2001,
between 101 Main dba Fitzgeralds Casino, Denver Newspaper Agency and Innerwest
Advertising, as amended by Advertising Agreement and Addendum dated August 31,
2001.

6. Non-Exclusive Revocable License Agreement for "Wheel of
Madness" and Addendum, dated February 29, 2001, between A.C. Coin & Slot Service
Co., and Fitzgeralds Black Hawk.

7. Addendum dated March 2, 2001 to the Non-Exclusive Revocable
License Agreement between A.C. Coin & Slot Service Co., Inc. and Fitzgeralds
Black Hawk.

8. Carbon Dioxide Supply and Equipment Lease Agreement,
effective March 13, 2001, between Praxair and Fitzgeralds Casino-Black Hawk and
Addendum.

9. Monopoly Participation Agreement and Addendum, dated March
16, 2001, between Fitzgeralds Hotel and Casino and WMS Gaming, Inc.

10. Commercial Services Agreement, dated July 28, 2001,
between Acurid and Fitzgeralds Casino.

11. Letter Agreement, dated May 24, 2001, between Miner's Mesa
Development, LLC and Fitzgeralds Black Hawk.

12. CO 76024, between 000 Xxxx Xxxxxx Limited Liability
Company and IGT, dated January 5, 2001 ((2) I Dream of Xxxxxxx Machines).

13. Rental and Servicing of Equipment Agreement (Cam. Order
No. 65630), dated June 19, 2000 between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT (Texas Tea).

14. Rental and Servicing of Equipment Agreement (Cam. Order
No. 76023), dated January 2, 2001, between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT.

15. Rental and Servicing of New Equipment Agreement (Cam.
Order No. 9021), dated September 7, 2001 (unsigned), between 000 Xxxx Xxxxxx
Limited Liability Company d/b/a Fitzgeralds and IGT.

16. Colorado Xxxxxx Xxxxxx Participation Agreement (Cam. Order
No. 82006), dated April 5, 2001, between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT.

17. Colorado Addams Family Nickel Progressive Agreement (Cam.
Order No. 71585), dated January 2, 2001, between 000 Xxxx Xxxxxx Limited
Liability Company d/b/a Fitzgeralds and IGT.

1. Lease of Site for Communications Facilities, dated January
18, 1999, between Fitzgeralds Las Vegas, Inc. and PageNet, Inc. (now Arch
Wireless, Inc.).

2. Site Lease Agreement, dated August 5, 1991, by and between
Fitzgeralds Las Vegas Limited Partnership and XxXxx Communications of Nevada,
Inc. (now AT&T Wireless Services of Nevada, Inc.).

18. Puzzle Pays Game Series Agreement, dated February 3, 2001,
between WMS Gaming Inc. and Fitzgeralds Casino.

19. Multi-Game Agreement, dated December 13, 1999, between
Rocky Mountain Gaming-Equipment and Fitzgeralds Casino with Minimum End User
License Agreement and Appendix.

20. Proprietary Game Lease and License Agreement, dated August
22, 2001, between Atlantic City Coin & Slot Service Company, Inc. and
Fitzgeralds Casino.

21. Lease Agreement with an option to purchase four slot
machines, dated January 4, 2001, between Vista Gaming Corp. and Fitzgeralds
Casino.

22. Lease Agreement with an option to purchase four slot
machines, dated June 15, 2001, between Vista Gaming Corp. and Fitzgeralds
Casino.

23. Proposal from Great Western Emporium to Lease its Bonus
"6" Poker table game and accepted by Fitzgeralds Casino.

24. Comdata ATM Debit Service Agreement, dated September 1,
1997, between Comdata Network, Inc. d/b/a Comdata Corporation and Fitzgeralds
Gaming Corporation on behalf of 000 Xxxx Xxxxxx LLC (now on a month to month
basis).

25. Advertising Insertion Order, dated February 12, 2001,
between Innerwest Advertising (advertising agent for 000 Xxxx Xxxxxx) and
Certified Folder Display Service, Inc.

26. Distribution Service Agreement, dated May 2, 2001 between
Innerwest Advertising (advertising agent for 000 Xxxx Xxxxxx) and Certified
Folder Display Service, Inc.

27. Boulder Magazine Advertising Agreement, dated July 2,
2001, between Xxxxx Publishing and Fitzgeralds Casino.

28. Advertising Contract, between Loveland Publishing
Corporation and Fitzgeralds Blackhawk.

29. Advertising Agreement, dated January 10, 2001, between
Innerwest Advertising (advertising agent for 000 Xxxx Xxxxxx) and Jeffco
Publishing Company, Inc.

30. Outdoor Display Advertising Agreement, dated December 23,
1998, between Innerwest Advertising Agency (advertising agent for 000 Xxxx
Xxxxxx) and Rocky Mountain Outdoor Advertising Company.

31. Lease Agreement, dated March 15, 2001, between Mikohn
Gaming Corporation and Fitzgeralds Casino, as amended by Addendum dated March
15, 2001.

32. Letter and Service Plan Attachment from Nextira LLC, dated
March 30, 2001 (references renewal of annual Maintenance Contract for period of
April 8, 2001 though April 7, 2002).

CONTRACTS DELETED

33. Maintenance Agreement Contract, accepted February 18,
1997, between M&M Carpet & Upholstery Cleaners and Xxxxxxxxxx'x Casino.

34. Beta Test Agreement, dated September 20, 2001, between
Mikohn Gaming Corporation and Fitzgeralds Casino.

35. Computer Loan Agreement, dated August 31, 1998, between
Nobel/Sysco-Denver and Fitzgeralds Casino #1 (Serial No. 3449A01067, 96W
06596).

36. Computer Loan Agreement dated August 31, 1998, between
Nobel/Sysco-Denver and Fitzgeralds Casino 42 (Premio 1209700068002,
631n00au0445, HD692CSG74F1Q1F2).

CONTRACTS AMENDED

37. Letter and Service Plan Attachment from Nextira LLC, dated
March 30, 2001 (references renewal of annual Maintenance Contract for period of
April 8, 2001 though April 7, 2002).

38. Equipment Lease Agreement, #6604025-005 dated July 30,
1999 between 000 Xxxx Xxxxxx LLC dba Xxxxxxxxxx'x Casino and Mita Copystar
America, Inc. and Notification of Assignment, dated January 22, 2001, from Mita
Copystar America, Inc. to GE Capital.

39. Equipment Lease Agreement, #6604025-007 dated December 20,
1999, between 000 Xxxx Xxxxxx LLC and Mita Copystar America, Inc. and
Notification of Assignment, dated January 22, 2001, from Mita Copystar America,
Inc. to GE Capital.

FITZGERALDS LAS VEGAS, INC.

CONTRACTS ADDED

40. Standard License Agreement, dated January 9, 2001, between
Xxxxxxx Investigations, Inc. and Fitzgeralds Las Vegas, Inc.

41. Service Agreement, dated September 27, 2001, between
Fitzgeralds Casino and ECR Sales & Service, Inc.

42. Sales/Lease Agreement, dated December 27, 2000, between
Shuffle Master Gaming and Fitzgeralds Hotel & Casino.

43. Master Lease Agreement, dated October 30, 2000, between
Fitzgeralds Las Vegas, Inc. dba Fitzgeralds Casino/Hotel Las Vegas and IGT.

44. Sales/Lease Agreement, between Shuffle Master Gaming and
Fitzgeralds Hotel & Casino (License for Let it Ride Bonus(R) Table Game and
Lease for Ace(R) Shuffler).

45. Transit Display Advertising Contract, dated February 9,
2001, between Regional Transportation Commission and Fitzgeralds Las Vegas, Inc.

46. Data Storage and Service Agreement, dated January 29,
2001, between Fitzgeralds Casino and Arcus Data Security, Inc.

47. Services Agreement, dated March 1, 2000, between Viva Las
Vegas Shuttle and Fitzgeralds Las Vegas, Inc.

48. Transit Display Advertising Contract, dated February 9,
2001, between Regional Transportation Commission and Fitzgeralds Las Vegas, Inc.

49. Twelve Months Full Service Battery Replacement Agreement,
dated January 4, 2001, by and between Titan Power, Inc. and Fitzgeralds Casino
and Holiday Inn.

50. One-Year 7X24 Full Service Maintenance Agreement, dated
January 4, 2001, between Titan Power Inc. and Fitzgeralds Casino & Holiday Inn.

51. Wide Area Network Services Agreement, dated January 18,
2001, between Bally Gaming, Inc. and Fitzgeralds Las Vegas, Inc. and Addendum
(Blondie(TM) Link) as modified by that certain Agreement for Compliance, dated
July 18, 2001, and that certain Hold Harmless Agreement, dated January 18, 2001.

52. Fremont Street Experience Sound and Light Show Sponsorship
Agreement, dated February 8, 2001, between Fremont Street Experience LLC and
Fitzgeralds Casino Holiday Inn.

53. Lease Agreement, dated April 25, 2001, between Fitzgeralds
Las Vegas and Dollar Rent A Car Systems, Inc.

54. Service Agreement, dated April 20, 2001, between Flowers
Plus Inc. and Fitzgeralds Las Vegas, Inc.

55. Fremont Street Experience Sound and Light Show Sponsorship
Agreement and Addendum, dated February 8, 2001, between Fitzgeralds Casino!
Holiday Inn and Fremont Street Experience LLC, (7 p.m. show).

56. Fremont Street Experience Sound and Light Show Sponsorship
Agreement and Addendum, dated February 8, 2001, between Fitzgeralds Casino!
Holiday Inn and Fremont Street Experience LLC, (10 p.m. show).

57. Rental Agreement, dated March 21, 2001, between Network
Pagers, Inc. and Fitzgeralds Las Vegas, Inc.

58. Extended Warranty, dated June 24, 2001, between Nevada
MPI, Inc. and Fitzgeralds Hotel Casino.

59. Agreement dated July 24, 2001 between The Stamp Vender and
Fitzgeralds Las Vegas, Inc.

60. Service Agreement and Addendum, dated June 1, 2001,
between Fitzgeralds Las Vegas, Inc. dba Fitzgeralds Casino/Hotel and Complient.

61. Subscriber Agreement and Addendum, dated July 1, 2001,
between Promotions on Hold and Fitzgeralds Las Vegas, Inc.

62. Master Lease Agreement, dated October 30, 2000, between
Fitzgeralds Las Vegas, Inc. dba Fitzgeralds Casino/Hotel Las Vegas and IGT.

63. Product Maintenance Agreement, dated September 15, 1992,
between Fitzgeralds Casino and Hotel and Eagle Mailing Systems.

64. Administrative Service Agreement, dated January 1, 2001,
between Fitzgeralds Las Vegas, Inc. and Employers Unity.

65. Authorized Provider Agreement, dated June 11, 2001,
between Fitzgeralds Casino & Hotel and the American Red Cross.

66. Letter Agreement, dated November 9, 1995, between
Coca-Cola Fountain and Fitzgeralds Las Vegas, Inc., as modified by letter dated
January 22, 2001. (Agreement is now month to month).

67. Xxxxxx Xxxxxx Participation Agreement and Addendum (CO
#80460) dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.

68. Xxxxxx Xxxxxx Participation Agreement and Addendum (CO
#80465) dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.

CONTRACTS DELETED

69. Service Proposal and Agreement, dated July 17, 1995,
between Xxxxxxxxxx'x Las Vegas and Xxxxxxx Company, Inc. (now Xxxxx-XxXxxxxx).

70. License Agreement, dated September 11, 1995, between
Holiday Inns Franchising, Inc. and Xxxxxxxxxx'x Las Vegas, Inc.

71. Xxxxxxxx-Xxxxxxx Advertising, month to month basis (billed
for work done prior month).

72. Preventative Maintenance Agreement, dated December 8,
1999, between Xxxxxxxxxx'x Hotel & Casino and Money Processing, Inc.

73. Medallion Service Agreement, dated August 25, 1998,
between Xxxxxxxxxx'x Las Vegas Limited Partnership and York.

74. Grease Trap Maintenance Agreement, dated January 17, 2000,
between Xxxxxxxxxx'x Hotel & Casino and Abe's Plumbing.

75. Participation Agreement, dated February 28, 1997, between
Mikohn Nevada and Xxxxxxxxxx'x Casino Hotel (Slot Mini Xxxxxx Triple Diamond 3
Coin, Slot Mini Xxxxxx 5 times play 3 coin).

76. Agreement of Sale, dated July 22, 1997, between Shuffle
Master, Inc., d/b/a Shuffle Master Gaming (Seller), and Xxxxxxxxxx'x Casino
Hotel, d/b/a Fitzgeralds Casino Hotel (Purchaser).

77. Revocable License Agreement "Wheel of Keno," dated October
18, 1999, between A.C. Coin-Nevada and Xxxxxxxxxx'x Las Vegas, Inc.

78. Nevada Addams Family Nickel Progressive Agreement (COM
Order No. 63735), dated May 11, 2000, by and between IGT and Fitzgeralds
Casino/Hotel d/b/a Fitzgeralds Casino/Hotel Las Vegas.

79. XX 00000, dated July 24, 2000, between IGT and Fitzgeralds
Casino/Hotel (Royalty Fee for Xxxxxxx Xxxx).

80. Professional Vehicle Lease Agreement, dated April 6, 1999,
between Capital Alliance Financial Services, a division of Prime Leasing, Inc.
and Fitzgeralds Las Vegas, Inc. for 1999 Lincoln Limousine as modified by that
certain Addendum to Professional Vehicle Lease Agreement, insurance requirements
and conditions of acceptance for returned vehicles dated April 17, 1999.

81. Lease Agreement, dated June 6, 1996, between Xxxxxxxx
Telecommunications Systems, Inc. and Fitzgeralds Las Vegas, Inc., dba
Fitzgeralds Casino and Hotel, Las Vegas.

82. Sales Contract Number SC7446LV, dated June 5, 1996,
between MICROS SYSTEMS, INC. and Fitzgeralds Casino/Hotel Las Vegas and Addendum
as sold to Ravera Leasing.

83. Lease, dated July 6, 1996, between Fitzgeralds Las Vegas,
Inc. and Ravera Leasing Corporation and Assignment, dated July 16, 1996, from
Ravera Leasing Corporation to BSB Leasing (assignments of two leases).

84. Sale/Lease Agreement, dated September 9, 2000, between
Xxxxxxxxxx'x Casino and Shuffle Master Gaming (includes license for Press Your
Luck(TM) video slant tops and sale of small Press Your Luck Sign).

85. Three Year Maintenance Agreement, dated February 1, 1998,
between Fitzgeralds Holiday Inn Casino and Titan Power, Inc. (unsigned by
Fitzgeralds).

86. REEL `EM IN(R) CAST FOR CASH(TM) Lease Agreement with
Option to Purchase, dated July 19, 2000, between WMS Gaming Inc. and Fitzgeralds
Las Vegas, Inc., dba Fitzgeralds Casino Hotel.

CONTRACTS AMENDED

87. Destruction Agreement, dated February 26, 2001, between
Xxxxxxxxxx'x Hotel & Casino and Secured Fibres, Inc. (now month to month)

88. Service Agreement, dated September 1, 1999, between
Xxxxxxxx Communications Solutions, LLC (now Nextira LLC) and Xxxxxxxxxx'x Las
Vegas Inc. and Addendum as renewed by letter dated September 4, 2001.

89. Playing Card Purchase Contract, dated February 27, 2001,
between GEMACO Playing Card Company and Xxxxxxxxxx'x Las Vegas, Inc.

90. Multi-Game Agreement, dated January 28, 1998, between
Anchor Games(TM) and Xxxxxxxxxx'x Las Vegas, Inc., d/b/a Xxxxxxxxxx'x Casino
Hotel, as modified by the following: that certain Video Wheel of Fortune(R)
Participation Appendix-Nevada to Anchor Games(TM) MultiGame Agreement, dated
October 15, 1999; (2) that certain Totem Pole(TM) Appendix-Participation to
Anchor Games(TM) Multi-Game Agreement, dated January 10, 2000, that certain
Totem Pole(TM) Additional Equipment Addendum, dated August 23, 2000; (3) that
certain Money Mine(TM) Appendix-Participation to Anchor Games(TM) Multi-Game
Agreement, dated October 26, 1999; (4) that certain Pick-n-Pop(TM) Appendix-Flat
Lease to Anchor Games(TM) Multi-Game Agreement, dated January 6, 2000; (5) that
certain I Dream of Xxxxxxx(TM) Appendix-Lease/Participation to Anchor Games(TM)
Multi-Game Agreement, dated October 12, 2000; (6) that certain Flip Flop(TM)
Appendix-Flat Lease to Anchor Games(TM) Multi-Game Agreement, dated October 25,
2000; (7) that certain Big Wheel of Gold(TM) Appendix - Participation to Anchor
Games(TM) Multi-Game Agreement, dated November 10, 2000; (8) that certain Anchor
Video conversion Kit Flat Lease Appendix, dated March 30, 2001 (6 Flip-Flop
Gaming Devices); (9)

that certain Anchor Video Conversion Kit Flat Lease Appendix to Anchor Games(TM)
Multi-Game Agreement (6 Pick-n-Pop gaming devices); (10) that certain Barcrest
Conversion Kit Flat Lease Appendix to Anchor Games(R) Multi-Game Agreement,
dated March 30, 2001 (4 Barcrest Gaming Devices); (11) that certain 2nd Chance
7'S(TM) Conversion Kit Flat Lease Appendix to Anchor Games(R) Multi-Game
Agreement, dated March 30, 2001; (12) that certain Anchor Video Conversion Kit
Flat Lease Appendix to Anchor Games(TM) Multi-Game Agreement, dated February 7,
2001; and (13) that certain Totem Pole Appendix - Participation, dated March 30,
2001 (6 Totem Pole gaming devices).

91. Participation Agreement, dated October 14, 1999, between
Xxxxxxxxxx'x Hotel & Casino and Mikohn Gaming for five Yahtzee games.

92. Preventive Maintenance Inspection Agreement, dated August
21, 2000, by and between Fitzgeralds and Xxxxxxx-Xxxxxxx Corp. as renewed by
invoice dated August 20, 2001.

93. Service Order and Agreement, dated April 28, 2000 between
NextLink and Fitzgeralds Casino Hotel, Certificate of Insurance for NextLink and
Building Access Agreement, dated May 17, 2000, between Xxxx X. Xxxxxx, Xxxxxxx
XxXxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, the Xxxx 0. Xxxxxx 1931 Trust and
Telecommunications of Nevada, LLC, d/b/a NextLink Nevada (now X/O
Communications) (unsigned), as renewed by Right of Entry and License Agreement,
dated June 8, 2001, between X/O Communications and Fitzgeralds Las Vegas.

94. Lease Agreement-Building Systems, dated February 17, 1999,
by and between Simplex Time Recorder Co. and Fitzgeralds Las Vegas, Inc., as
amended by letter dated August 8, 2000.

95. Rental and Servicing of Equipment (Coin Order No. 64252),
between IGT and Fitzgeralds Casino/Hotel Las Vegas, Inc. d/b/a Fitzgeralds
Casino/Hotel Las Vegas (now Cleopatra).

FITZGERALDS MISSISSIPPI, INC.

CONTRACTS ADDED

96. Agreement for Service, dated October 11, 1998, by and
between Entergy Mississippi, Inc. and Fitzgeralds Mississippi Inc., d/b/a
Fitzgeralds Casino Tunica.

97. Service Plan Agreement, dated October 23, 2000, between
VingCard, Inc. and Fitzgeralds Casino.

98. IGT Software Maintenance Agreement, dated April 4, 1995,
between IGT and Fitzgeralds Casino.

99. License and Maintenance Agreement, dated December 4, 2000,
between Advanced Casino Systems Corporation and Fitzgeralds-Casino Tunica and
Addendum to Agreement, dated December 4, 2000.

100. Contract for the Sale of Newspapers, dated January 4,
2001, between the Memphis Publishing Company and Fitzgeralds Casino Hotel.

101. Mississippi Jeopardy! Nickel Progressive Agreement (Coin.
Order No. 72542), dated January 5, 2001, between LGT and Fitzgeralds
Mississippi. Inc. d/b/a Fitzgeralds Tunica, and addendum, dated February 22,
2001.

102. Multi-Game Agreement, dated January 15, 1999, between
Anchor Coin. dba Anchor Games and Fitzgeralds Casino as amended by that certain
Barcrest(TM) Appendix-Flat Lease, dated December 6, 2000, as amended by that
certain Totem Pole(TM) Appendix Flat Lease, dated March 7, 2001, as amended by
that certain I Dream of Xxxxxxx(TM) Appendix Flat Lease, dated February 7, 2001,
as amended by that certain Big Wheel Appendix, dated February 7, 2001, as
amended by that certain Totem Pole(TM) Appendix-Flat Lease, dated February 17,
1999, as amended by that certain I Dream of Xxxxxxx Appendix Flat Lease, dated
June 1, 2001 between Anchor Games and Fitzgeralds Casino

103. Key Market Newspaper Insert Agreement, between Xxxxx &
Company and Fitzgeralds Casino (includes insert program participation
agreement).

104. Total Copy Management Agreement (Agreement #40542l2-00l),
between GE Capital Corporation and Fitzgeralds Mississippi, Inc. dba Fitzgeralds
Casino, as modified by that certain Addendum to Equipment Lease.

105. Memorandum of Agreement, dated February 9, 2001, between
Brinks, Inc. and Fitzgeralds Mississippi, Inc.

106. Music Performance Agreement, dated March 6, 2001, between
Fitzgeralds Mississippi, Inc. dba Fitzgeralds Casino Hotel and BMI.

107. Mississippi Wheel of Fortune Half Dollar Progressive
Agreement (CO number 78253) dated May 2, 2001, between LGT and Fitzgeralds
Tunica and Addendum.

108. Mississippi-Xxxxxx Xxxxxx Rental and Servicing Agreement
(CO number 82028) dated May 2, 2001, between IGT and Fitzgeralds Tunica and
Addendum.

109. Landscape Contract, dated May 21, 2001, between
Proturf-Power Sweepers, Inc. and Fitzgeralds Mississippi, Inc.

110. Purchaser's Contract Agreement, dated April 12, 2001,
between Fitzgeralds Mississippi, Inc. and the Legends of Doo Wop, through
representation by X. Xxxxxxx Productions.

111. Service Contract/Addendum for Chipper Champ Serial Number
1134, dated June 21, 2001, between TCS America, Inc. and Fitzgeralds
Mississippi, Inc.

112. Service Contract/Addendum for 2 Winning Number Roulette
Displays, dated June 21, 2001, between TCS America, Inc. and Fitzgeralds
Mississippi, Inc.

113. Maintenance Agreement and Addendum, dated July 6, 0000,
xxxxxxx Xxxxx (XXX) and Fitzgeralds Mississippi, Inc.

114. Confidential Lease/Purchase Security Agreement and
Addendum, dated June 7, 2001, between Bally Gaming, Inc. and Fitzgeralds
Mississippi, Inc.

115. Wide Area Network Services, Product Description -
Millionaire Sevens(TM) and Addendum, dated June 26, 2001, between Bally Gaming,
Inc. and Fitzgeralds Mississippi, Inc.

116. Wide Area Network Services, Product Description -
Blondie(TM) Link and Addendum, dated June 26, 2001, between Bally Gaming, Inc.
and Fitzgeralds Mississippi, Inc.

117. Agreement and Addendum (SO 15059), dated July 12, 2001,
between WMS Gaming and Fitzgeralds Casino.

118. Confidential Lease/Purchase Security Agreement and
Addendum, dated September 4 2001, between B ally Gaming, Inc. and Fitzgeralds
Casino Tunica.

119. PUZZLE Pays(TM) Game Series Lease Agreement, dated
October 19, 2000, between WMS Gaming Inc. and Fitzgeralds Inc. doing business as
Fitzgeralds Casino.

120. Standard Licensing Agreement, dated September 17, 2001,
between Xxxxxxx Investigations, Inc. and Fitzgeralds Mississippi, Inc. and
Addendum.

121. Software License Agreement, dated May 5, 1995, between
Fitzgeralds Tunica and IGT.

122. IGT Software License Agreement (CO 20748), between
Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds Tunica and IGT.

123. Novell Network Software License Agreement.

124. Netware(R) Software Upgrade License.

125. General License Agreement - Restaurants, Taverns,
Nightclubs and Similar Establishments, dated May 26, 1994, between Polk Landing
Entertainment Corporation dba Fitzgeralds Casino Tunica, and the American
Society of Composers, Authors and Publishers.

126. Proprietary Game Lease and License Agreement, dated
February 22, 2000, between Atlantic City Coin and Slot Service Company, Inc. and
Fitzgeralds Casino, as amended on February 9,2001.

127. Riverboat Excursion License, dated August 15, 2001,
between Fitzgeralds Mississippi, Inc. and Mississippi Riverboat Company, LLC.

CONTRACTS DELETED

128. Sun Group Services, Inc. Landscape Maintenance Contract
and Agreement for Compensation for Fitzgeralds Casino Hotel, Tunica, dated
November 1, 2000. Contracts Amended

129. SESAC, Inc. Performance License for Restaurants,
Nightclubs and Taverns, dated August 14, 2001, between SESAC, Inc. and
Fitzgeralds Mississippi, Inc.

130. Non-Exclusive Revocable License Agreement "21Madne$$",
dated January 21, 1999, between Atlantic City Coin & Slot Service Company and
Xxxxxxxxxx'x Casino as modified by those certain Letter Addenda, dated February
22, 2001, April 20, 2001 and September 25, 2001.

131. License Agreement, dated March 15, 2000, between
Fitzgeralds Casino Tunica, Inc. and IGT for the use of IGT's E-Prom Programs.

132. Multi-Game Agreement, dated January 15, 1998, between
Anchor Coin, dba Anchor Games and Fitzgeralds Casino as amended by that certain
Wheel of Gold Appendix-Flat Lease, dated January 18, 1999.

133. Preventative Maintenance Service Agreement, dated
September 21, 2000, between Xxxxxxx Data Systems, Inc. and Fitzgeralds Casino.

AMENDED

SCHEDULE 1.01(a)(v)

INTANGIBLE PERSONAL PROPERTY

000 XXXX XXXXXX LIMITED LIABILITY COMPANY

CONTRACTS ADDED

1. Monopoly Participation Agreement and Addendum, dated March
16, 2001, between Fitzgeralds Hotel and Casino and WMS Gaming, Inc.

2. Colorado Xxxxxx Xxxxxx Participation Agreement (Corn. Order
No. 82006), dated April 5, 2001, between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT.

3. IGT - 50 Play Poker License Agreement (Corn Order No.
90211), between 000 Xxxx Xxxxxx Limited Liability Company d/b/a Fitzgeralds and
IGT.

4. Puzzle Pays Game Series Agreement, dated February 3, 2001,
between WMS Gaming Inc. and Fitzgeralds Casino.

5. Multi-Game Agreement, dated December 13, 1999, between
Rocky Mountain Gaming Equipment and Fitzgeralds Casino with Minimum End User
License Agreement and Appendix.

6. Proprietary Game Lease and License Agreement, dated August
22, 2001, between Atlantic City Coin & Slot Service Company, Inc. and
Fitzgeralds Casino.

7. Non-Exclusive Revocable License Agreement for "Wheel of
Madness" and Addendum, dated February 29, 2001, between A.C. Coin & Slot Service
Co., and Fitzgeralds Black Hawk.

8. Colorado Addams Family Nickel Progressive Agreement (Coin.
Order No. 71585), dated January 2, 2001, between 000 Xxxx Xxxxxx Limited
Liability Company d/b/a Fitzgeralds and IGT.

FITZGERALDS LAS VEGAS, INC.

CONTRACTS ADDED

9. Standard License Agreement, dated January 9, 2001, between
Xxxxxxx Investigations, Inc. and Fitzgeralds Las Vegas, Inc.

10. Sales/Lease Agreement, between Shuffle Master Gaming and
Fitzgeralds Hotel and Casino (License for Let it Ride Bonus(R) Table Game and
Lease for Ace(R) Shuffler).

11. Wide Area Network Services Agreement, dated January 18,
2001, between Bally. Gaming, Inc. and Fitzgeralds Las Vegas, Inc. and Addendum
(Blondie(TM) Link) as modified by that certain Agreement for Compliance, dated
July 18, 2001, and that certain Hold Harmless Agreement, dated January 18, 2001.

12. Master Lease Agreement dated October 30, 2000, between
Fitzgeralds Las Vegas, Inc. d/b/a Fitzgeralds Casino Hotel Las Vegas and IGT.

13. Lease Agreement-Building Systems, dated February 17, 1999,
by and between Simplex Time Recorder Co. and Fitzgeralds Las Vegas, Inc., as
amended by Letter dated August 8, 2000.

14. Xxxxxx Xxxxxx Participation Agreement and Addendum (CO
#80460) dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.

15. Xxxxxx Xxxxxx Participation Agreement and Addendum (CO
#80465) dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.

16. Sales/Lease Agreement, dated December 27, 2000, between
Shuffle Master Gaming and Fitzgeralds Hotel & Casino Contracts Deleted

17. Master Technology Agreement, dated February 12, 1997,
between Holiday Inns, Inc. and Xxxxxxxxxx'x Las Vegas, Inc.

18. License Agreement, dated September 11, 1995, between
Holiday Inns Franchising, Inc. and Xxxxxxxxxx'x Las Vegas, Inc.

19. Lease Agreement, dated June 6, 1996, between Xxxxxxxx
Telecommunications Systems, Inc. and Fitzgeralds Las Vegas, Inc., dba
Fitzgeralds Casino & Hotel, Las Vegas.

20. Sale/Lease Agreement, dated September 9, 2000, between
Xxxxxxxxxx'x Casino and Shuffle Master Gaming (includes license for Press Your
Luck(TM) video slant tops and small Press Your Luck sign).

21. Revocable License Agreement "Wheel of Keno," dated October
18, 1999, between A.C. Coin-Nevada and Xxxxxxxxxx'x Las Vegas, Inc.

22. Nevada Addams Family Nickel Progressive Agreement (COM
Order No. 63735), dated May 11, 2000, by and between IGT and Fitzgeralds
Casino/Hotel d/b/a Fitzgeralds Casino/Hotel Las Vegas.

23. REEL 'EM IN(R) CAST FOR CASH(TM) Lease Agreement with
Option to Purchase, dated July 19, 2000, between WMS Gaming Inc. and Fitzgeralds
Las Vegas, Inc., dba Fitzgeralds Casino Hotel.

CONTRACTS AMENDED

24. Multi-Game Agreement, dated January 28, 1998, between
Anchor Games(TM) and Xxxxxxxxxx'x Las Vegas, Inc., d/b/a Fitzgeralds Casino
Hotel, as modified by the following: that certain Video Wheel of Fortune(R)
Participation Appendix-Nevada to Anchor Games(TM) MultiGame Agreement, dated
October 15, 1999; (2) that certain Totem Pole(TM) Appendix-Participation to
Anchor Games(TM) Multi-Game Agreement, dated January 10, 2000; (3) that certain
Money Mine(TM) Appendix-Participation to Anchor Games(TM) Multi-Game Agreement,
dated October 26, 1999; (4) that certain Pick-n-Pop(TM) Appendix-Flat Lease to
Anchor Games(TM) Multi-Game Agreement, dated January 6, 2000; (5) that certain I
Dream of Xxxxxxx(TM) Appendix-Lease/Participation to Anchor Games(TM) Multi-Game
Agreement, dated October 12, 2000; (6) that certain Flip Flop(TM) Appendix-Flat
Lease to Anchor Games(TM) Multi-Game Agreement, dated October 25, 2000; (7) that
certain Big Wheel of Gold(TM) Appendix - Participation to Anchor Games(TM)
Multi-Game Agreement, dated November 10, 2000; (8) that certain Anchor Video
conversion Kit Flat Lease Appendix, dated March 30, 2001 (6 Flip-Flop Gaming
Devices); (9) that certain Anchor Video Conversion Kit Flat Lease Appendix to
Anchor Games(TM) Multi-Game Agreement (6 Pick-n-Pop gaming devices); (10) that
certain Barcrest Conversion Kit Flat Lease Appendix to Anchor Games(R)
Multi-Game Agreement, dated March 30, 2001 (4 Barcrest Gaming Devices); (11)
that certain 2nd Chance 7's(TM) Conversion Kit Flat Lease Appendix to Anchor
Games(R) Multi-Game Agreement, dated March 30, 2001; (12) that certain Anchor
Video Conversion Kit Flat Lease Appendix to Anchor Games(TM) Multi-Game
Agreement, dated February 7, 2001; and (13) that certain Totem Pole Appendix -
Participation, dated March 30, 2001 (6 Totem Pole gaming devices).

25. Rental and Servicing of Equipment (Coin Order No. 64252),
between IGT and Fitzgeralds Casino/Hotel Las Vegas, Inc. d/b/a Fitzgeralds
Casino/Hotel Las Vegas (now Cleopatra).

FITZGERALDS MISSISSIPPI, INC.

CONTRACTS ADDED

26. License and Maintenance Agreement, dated December 4, 2000,
between Advanced Casino Systems Corporation and Fitzgeralds-Casino Tunica and
Addendum to Agreement, dated December 4, 2000.

27. Service Contract/Addendum for Chipper Champ Serial Number
1134, dated June 21, 2001, between TCS America, Inc. and Fitzgeralds
Mississippi, Inc.

28. Service Contract/Addendum for 2 Winning Number Roulette
Displays, dated June 21, 2001 between TCS American, Inc. and Fitzgeralds
Mississippi, Inc.

29. Confidential Lease/Purchase Security Agreement and
Addendum, dated June 7, 2001, between Bally Gaming, Inc. and Fitzgeralds
Mississippi, Inc.

30. Wide Area Network Services, Product Description -
Millionaire Sevens(TM) and Addendum, dated June 26, 2001, between Bally Gaming,
Inc. and Fitzgeralds Mississippi, Inc.

31. Wide Area Network Service, Product Description -
Blondie(TM) Link and Addendum, dated June. 26, 2001, between Bally Gaming, Inc.
and Fitzgeralds Mississippi, Inc.

32. Agreement and Addendum (S0l5054), dated July 12, 2001,
between WMS Gaming and Fitzgeralds Casino.

33. Confidential Lease/Purchase Security Agreement and
Addendum, dated September 4, 2001, between Bally Gaming, Inc. and Fitzgeralds
Casino Tunica.

34. Mississippi Jeopardy! Nickel Progressive Agreement (Coin.
Order No. 72542), dated January 5, 2001, between IGT and Fitzgeralds
Mississippi, Inc.. d/b/a Fitzgeralds Tunica.

35. Multi-Game Agreement, dated January 15, 1999, between
Anchor Coin, dba Anchor Games and Fitzgeralds Casino as amended by that certain
Barcrest(TM) Appendix-Flat Lease, dated December 6, 2000, as amended by that
certain Totem Pole(TM) Appendix Flat Lease, dated March 7, 2001, as amended by
that certain I Dream of Xxxxxxx(TM) Appendix Flat Lease, dated February 7, 2001,
as amended by that certain Big Wheel Appendix, dated February 7, 2001, as
amended by that certain Totem Pole(TM) Appendix-Flat Lease, dated February 17,
1999, as amended by that certain I Dream of Xxxxxxx Appendix- Flat Lease, dated
June 1, 2001 between Anchor Games and Fitzgeralds Casino.

36. Music Performance Agreement, dated March 6, 2001, between
Fitzgeralds Mississippi, Inc. dba Fitzgeralds Casino Hotel and BMI.

37. Mississippi Wheel of Fortune Half Dollar Progressive
Agreement (CO number 78253) dated May 2, 2001, between IGT and Fitzgeralds
Tunica and Addendum.

38. Mississippi-Xxxxxx Xxxxxx Rental and Servicing Agreement
(CO number 82028) dated May 2, 2001, between IGT and Fitzgeralds Tunica and
Addendum.

39. Standard Licensing Agreement, dated September 17, 2001,
between Xxxxxxx Investigations, Inc. and Fitzgeralds Mississippi, Inc. and
Addendum.

40. Software License Agreement, dated May 5, 1995, between
Fitzgeralds Tunica and LGT.

41. IGT Software License Agreement (CO 20748), between
Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds Tunica and IGT.

42. Novell Network Software License Agreement.

43. Netware(R) Software Upgrade License.

44. General License Agreement - Restaurants, Taverns,
Nightclubs and Similar Establishments, dated May 26, 1994, between Polk Landing
Entertainment Corporation dba Fitzgeralds Casino Tunica, and the American
Society of Composers, Authors and Publishers.

45. Proprietary Game Lease and License Agreement, dated
February 22, 2000, between Atlantic City Coin and Slot Service Company, Inc. and
Fitzgeralds Casino, as amended on February 9, 2001.

CONTRACTS DELETED

46. Mississippi Dollars Deluxe Progressive Agreement, dated
July 5, 1995 (S/0 #106620), between IGT and Polk Landing Entertainment
Corporation.

CONTRACTS AMENDED

47. Non-Exclusive Revocable License Agreement "21 Xxxxx$$",
dated January 21, 1999, between Atlantic City Coin & Slot Service Company and
Xxxxxxxxxx'x Casino as modified by those certain Letter Addenda, dated February
22, 2001, April 20, 2001 and September 25, 2001.

48. Additional software licenses:

000 XXXX XXXXXX LIMITED LIABILITY COMPANY

Software Title Version
-------------- -------

Infinium Application Manager 2.1
Infinium HR/Payroll 9.1
Infinium General Ledger 11.0
Infinium Payable Ledger 11.0
Infinium Global Taxation 11.0
Infinium Income 3.5
Infinium Query 2.0

CONTRACTS AMENDED

49. SESAC, Inc. Performance License for Restaurants,
Nightclubs and Taverns, dated August 14, 2001, between SBSAC, Inc. and
Fitzgeralds Mississippi, Inc.

50. License Agreement, dated March 15, 2000, between
Fitzgeralds Casino Tunica, Inc. and IGT for the use of IGT's B-Prom Programs.

51. Multi-Game Agreement, dated January 15, 1998, between
Anchor Coin, dba Anchor Games and Fitzgeralds Casino as amended by that certain
Wheel of Gold Appendix-Flat Lease, dated January 18, 1999.

52. Additional Software licenses:

FITZGERALDS MISSISSIPPI, INC.

Licensor Software Title Version
-------- -------------- -------

IBM AS/400 Operating Version 4, Release 5,
System Modification Level .0
Advanced Casino Casino Cage, Player Version 4, Release 2
System Corp. Tracking Mod. Lvl. 9
Infinium Application Manager Release 2.1
AM/Server
GT Global Taxation
PL Payables Xxxxxx
XX General Ledger Rel/Mod. 11.0A
JR Income Reporting Release 3.5
2000
PE Personnel
PY Payroll Release 9.1
IGT IGT Smart System Version 2.5, Rel. 2
Micros Point of Sale System 8700 Application
HIS Hotel Application Version 2.40
System
Novell Network Version 4.11
Novell Groupwise Email Version 4.11

53. Additional software licenses:

LAS VEGAS

Software Title Version
-------------- -------

IBM OS/4OO V4R4MO
Lodging Gaming System Accounts Payable
Accounts Receivable
Customer Database/Marketing
Cage and Credit
ECAP
Gaming
General Ledger
Hotel
Income Journals
OLS (Online Slots)
Player Tracking
Payroll
Vault Management
W2G
SDD TCM/400 (Call Accounting)
Shift4
IGT Smart System
XpertX
Micros Point of Sale

AMENDED

SCHEDULE 2.09

TANGIBLE PERSONAL PROPERTY TITLE MATTERS

000 XXXX XXXXXX LIMITED LIABILITY COMPANY

CONTRACTS ADDED

1. Non-Exclusive Revocable License Agreement for "Wheel of
Madness", dated February 29, 2001, between A.C. Coin & Slot Service Co., and
Fitzgeralds Black Hawk.

2. Addendum dated March 2, 2001 to the Non-Exclusive Revocable
License Agreement between A.C. Coin & Slot Service Co., Inc. and Fitzgeralds
Black Hawk.

3. Carbon Dioxide Supply and Equipment Lease Agreement,
effective March 13, 2001, between Praxair and Fitzgeralds Casino-Black Hawk and
Addendum.

4. Monopoly Participation Agreement and Addendum, dated March
16, 2001, between Fitzgeralds Hotel and Casino and WMS Gaming, Inc.

5. Rental and Servicing of Equipment Agreement (Coin. Order
No. 65630), dated June 19, 2000 between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT (Texas Tea).

6. Rental and Servicing of Equipment Agreement (Corn. Order
No. 76023), dated January 2, 2001, between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT.

7. Rental and Servicing of New Equipment Agreement (Corn.
Order No. 9021), dated September 7, 2001 (unsigned), between 000 Xxxx Xxxxxx
Limited Liability Company d/b/a Fitzgeralds and IGT.

8. Colorado Xxxxxx Xxxxxx Participation Agreement (Coin. Order
No. 82006), dated April 5, 2001, between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and LGT.

9. Colorado Addams Family Nickel Progressive Agreement (Corn.
Order No. 71585), dated January 2, 2001, between 000 Xxxx Xxxxxx Limited
Liability Company d/b/a Fitzgeralds and IGT.

10. IGT - 50 Play Poker License Agreement (Corn Order No.
90211), between 000 Xxxx Xxxxxx Limited Liability Company d/b/a Fitzgeralds and
LGT.

11. Puzzle Pays Game Series Agreement, dated February 3, 2001,
between WMS Gaming Inc. and Fitzgeralds Casino.

12. Multi-Game Agreement, dated December 13, 1999, between
Rocky Mountain Gaming Equipment and Fitzgeralds Casino with Minimum End User
License Agreement and Appendix.

13. Proprietary Game Lease and License Agreement, dated August
22, 2001, between Atlantic City Coin & Slot Service Company, Inc. and
Fitzgeralds Casino.

CONTRACTS AMENDED

14. Equipment Lease Agreement, #6604025-005 dated July 30,
1999 between 000 Xxxx Xxxxxx LLC dba Xxxxxxxxxx'x Casino and Mita Copystar
America, Inc. and Notification of Assignment, dated January 22, 2001, from Mita
Copystar America, Inc. to GE Capital.

15. Equipment Lease Agreement, #6604025-007 dated December 20,
1999, between 000 Xxxx Xxxxxx LLC and Mita Copystar America, Inc. and
Notification of Assignment, dated January 22, 2001, from Mita Copystar America,
Inc. to GE Capital.

FITZGERALDS LAS VEGAS, INC.

CONTRACTS ADDED

16. Standard License Agreement, dated January 9, 2001, between
Xxxxxxx Investigations, Inc. and Fitzgeralds Las Vegas, Inc.

17. Sales/Lease Agreement, between Shuffle Master Gaming and
Fitzgeralds Hotel and Casino (License for Let it Ride Bonus(R) Table Game and
Lease for Ace(R) Shuffler).

18. Xxxxxx Xxxxxx Participation Agreement and Addendum (CO
#80460) dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.

19. Xxxxxx Xxxxxx Participation Agreement and Addendum (CO
#80465) dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.

20. Sales/Lease Agreement, dated December 27, 2000, between
Shuffle Master Gaming and Fitzgeralds Hotel & Casino.

21. Sales/Lease Agreement, between Shuffle Master Gaming and
Fitzgeralds Hotel & Casino (License for Let it Ride Bonus(R) Table Game and
Lease for Ace(R) Shuffler).

CONTRACTS DELETED

22. License Agreement, dated September 11, 1995, between
Holiday Inns Franchising, Inc. and Xxxxxxxxxx'x Las Vegas, Inc.

23. Revocable License Agreement "Wheel of Keno," dated October
18, 1999, between A.C. Coin-Nevada and Xxxxxxxxxx'x Las Vegas, Inc.

CONTRACTS AMENDED

24. Rental and Servicing of Equipment (Coin Order No. 64252),
between IGT and Fitzgeralds Casino/Hotel Las Vegas, Inc. d/b/a Fitzgeralds
Casino/Hotel Las Vegas (now Cleopatra).

FITZGERALDS MISSISSIPPI, INC.

CONTRACTS ADDED

25. Multi-Game Agreement, dated January 15, 1999, between
Anchor Coin, dba Anchor Games and Fitzgeralds Casino as amended by that certain
Barcrest(TM) Appendix-Flat Lease, dated December 6, 2000, as amended by that
certain Totem Pole(TM) Appendix Flat Lease, dated March 7, 2001, as amended by
that certain I Dream of Xxxxxxx(TM) Appendix Flat Lease, dated February 7, 2001,
as amended by that certain Big Wheel Appendix, dated February 7, 2001, as
amended by that certain Totem Pole(TM) Appendix-Flat Lease, dated February 17,
1999, as amended by that certain I Dream of Xxxxxxx-Flat Lease, dated June
1, 2001.

26. Total Copy Management Agreement (Agreement #4054212-001),
between GE Capital Corporation and Fitzgeralds Mississippi, Inc. dba Fitzgeralds
Casino, as modified by that certain Addendum to Equipment Lease.

27. Wide Area Network Services, Product Description -
Millionaire Sevens(TM) and Addendum, dated June 26, 2001, between Bally Gaming,
Inc. and Fitzgeralds Mississippi, Inc.

28. Wide Area Network Services, Product Description -
Blondie(TM) Link and Addendum, dated June 26, 2001, between Bally Gaming, Inc.
and Fitzgeralds Mississippi, Inc.

29. Software License Agreement, dated May 5, 1995, between
Fitzgeralds Tunica and IGT.

30. IGT Software License Agreement (CO 20748), between
Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds Tunica and IGT.

31. Novell Network Software License Agreement.

32. Netware(R) Software Upgrade License.

33. General License Agreement - Restaurants, Taverns,
Nightclubs and Similar Establishments, dated May 26, 1994, between Polk Landing
Entertainment Corporation dba Fitzgeralds Casino Tunica, and the American
Society of Composers, Authors and Publishers.

34. Proprietary Game Lease and License Agreement, dated
February 22, 2000, between Atlantic City Coin and Slot Service Company, Inc. and
Fitzgeralds Casino, as amended on February 9, 2001.

CONTRACTS AMENDED

35. Non-Exclusive Revocable License Agreement "2lMadne$$",
dated January 21, 1999, between Atlantic City Coin & Slot Service Company and
Xxxxxxxxxx'x Casino as modified by those certain Letter Addenda, dated February
22, 2001, April 20, 2001 and September 25, 2001.

36. License Agreement, dated March 15, 2000, between
Fitzgeralds Casino Tunica, Inc. and IGT for the use of IGT's E-Prom Programs.

AMENDED

SCHEDULE 2.11(a)

CERTAIN CONTRACTS

(i) (A) EMPLOYMENT CONTRACTS

FITZGERALDS LAS VEGAS, INC.

CONTRACTS AMENDED

FLVI Xxxxxx Director of $84,000, annual salary 4/0/01 One-year term. May be
Sagas Facilities and review, employer bonus terminated upon change
GM plan; medical insurance of control.
program; employee benefit
programs; business expenses

000 XXXX XXXXXX LIMITED LIABILITY COMPANY

CONTRACTS ADDED

000 Xxxx Xxxxxx Xxxxxx X. Compliance/ $54,600, annual salary 06/24/01 Two-year term.
Xxxxxxx Internal Audit review, discretionary Contract may be
Manager bonus; work related terminated upon change
expenses; group benefit of control.
plan offered to all other
executives.

CONTRACTS AMENDED

101 Main Xxxxx X. Executive $61,000, annual review, 5/4/01 One-year term. May be
Street Xxxxxxx Director of discretionary bonus; work terminated upon change
Operations related expenses; group of control.
benefit plan offered to all
other executives.

101 Main Xxxxxx Xxxxxxx Casino Shift $54,600, annual review, 5/4/01 One-year term. May be
Street Manager discretionary bonus; work terminated upon change
related expenses; group of control.
benefit plan offered to all
other executives.

101 Main Xxxxxxxxxxx X. Casino Manager $80,000, annual review, 5/14/01 One-year term. May be
Street XxXxxxxx discretionary bonus; work terminated upon change
related expenses; group of control.
benefit plan offered to all
other executives.

101 Main Jan P. Director of $61,000, annual review, 5/4/ One-year term. May be
Street Xxxxxxxxx Food & Beverage discretionary bonus; terminated upon change
medical insurance program; of control.
employee benefit programs;
expenses

FITZGERALDS MISSISSIPPI. INC.

CONTRACTS AMENDED

FMI Xxx Xxxxxxx Vice $175,000, $5000 signing 09/6/01 Agreement terminates
President, bonus; discretionary bonus; April 20, 2002, unless
Finance and medical insurance program; terminated earlier due
Admin. employee benefit programs; to change in control
business expenses

(iv) CONTRACTS WITH DISTRIBUTORS, DEALERS, MANUFACTURER'S REPRESENTATIVES,
SALES AGENCIES OR FRANCHISES

000 XXXX XXXXXX LIMITED LIABILITY COMPANY

CONTRACTS ADDED

1. Standard Form of Construction Agreement, dated December 27,
2000, between 000 Xxxx Xxxxxx Limited Liability Company and Restriction
Corporation.

2. Advertising Contract, dated February 1, 2001, between
Fitzgeralds Casino and Colorado Gambler (Innerwest Advertising).

3. Abbreviated Standard Form of Agreement, between Architect
and Owner, dated January 5, 2001, between 000 Xxxx Xxxxxx Limited Company and
HNTB Corporation.

4. Music Service Agreement, dated April 19, 2001, between
Muzak, LLC and Fitzgeralds dba 101 Main.

6. Non-Exclusive Revocable License Agreement for "Wheel of
Madness", dated February 29, 2001, between A.C. Coin & Slot Service Co., and
Fitzgeralds Black Hawk.

7. Addendum dated March 2, 2001 to the Non-Exclusive Revocable
License Agreement between A.C. Coin & Slot Service Co., Inc. and Fitzgeralds
Black Hawk.

8. Carbon Dioxide Supply and Equipment Lease Agreement,
effective March 13, 2001, between Praxair and Fitzgeralds Casino-Black Hawk and
Addendum.

9. Monopoly Participation Agreement and Addendum, dated March
16, 2001, between Fitzgeralds Hotel and Casino and WMS Gaming, Inc.

10. Commercial Services Agreement, dated July 28, 2001,
between Acurid and Fitzgeralds Casino.

11. Letter Agreement, dated May 24, 2001, between Miner's Mesa
Development, LLC and Fitzgeralds Black Hawk.

12. CO 76024, between 000 Xxxx Xxxxxx Limited Liability
Company and IGT, dated January 5, 2001 ((2) I Dream of Xxxxxxx Machines).

13. Rental and Servicing of Equipment Agreement (Corn. Order
No. 65630), dated June 19, 2000 between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT (Texas Tea).

14. Rental and Servicing of Equipment Agreement (Corn. Order
No. 76023), dated January 2, 2001, between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT.

15. Rental and Servicing of New Equipment Agreement (Corn.
Order No. 9021), dated September 7, 2001 (unsigned), between 000 Xxxx Xxxxxx
Limited Liability Company d/b/a Fitzgeralds and IGT.

16. Colorado Xxxxxx Xxxxxx Participation Agreement (Corn.
Order No. 82006), dated April 5, 2001, between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT.

17. IGT - 50 Play Poker License Agreement (Corn Order No.
90211), between 000 Xxxx Xxxxxx Limited Liability Company d/b/a Fitzgeralds and
IGT.

18. Puzzle Pays Game Series Agreement, dated February 3, 2001,
between WMS Gaming Inc. and Fitzgeralds Casino.

19. Multi-Game Agreement, dated December 13, 1999, between
Rocky Mountain Gaming Equipment and Fitzgeralds Casino with Minimum End User
License Agreement and Appendix.

20. Proprietary Game Lease and License Agreement, dated August
22, 2001, between Atlantic City Coin & Slot Service Company, Inc. and
Fitzgeralds Casino.

21. Lease Agreement with an option to purchase four slot
machines, dated January 4, 2001, between Vista Gaming Corp. and Fitzgeralds
Casino.

22. Lease Agreement with an option to purchase four slot
machines, dated June 15, 2001, between Vista Gaming Corp. and Fitzgeralds
Casino.

23. Proposal from Great Western Emporium to Lease its Bonus
"6" Poker table game and accepted by Fitzgeralds Casino.

25. Advertising Insertion Order, dated February 12, 2001,
between Innerwest Advertising (advertising agent for 000 Xxxx Xxxxxx) and
Certified Folder Display Service, Inc.

26. Distribution Service Agreement, dated May 2, 2001 between
Innerwest Advertising (advertising agent for 000 Xxxx Xxxxxx) and Certified
Folder Display Service, Inc.

27. Boulder Magazine Advertising Agreement, dated July 2,
2001, between Xxxxx Publishing and Fitzgeralds Casino.

28. Advertising Contract, between Loveland Publishing
Corporation and Fitzgeralds Blackhawk.

29. Advertising Agreement, dated January 10, 2001, between
Innerwest Advertising (advertising agent for 000 Xxxx Xxxxxx) and Jeffco
Publishing Company, Inc.

30. Lease Agreement, dated March 15, 2001, between Mikohn
Gaming Corporation and Fitzgeralds Casino.

31. Colorado Addams Family Nickel Progressive Agreement (Coin.
Order No. 71585), dated January 2, 2001, between 000 Xxxx Xxxxxx Limited
Liability Company d/b/a Fitzgeralds and IGT.

32. Letter and Service Plan Attachment from Nextira LLC, dated
March 30, 2001 (references renewal of annual Maintenance Contract for period of
April 8, 2001 though April 7, 2002).

CONTRACTS DELETED

33. Maintenance Agreement Contract, accepted February 18,
1997, between M&M Carpet & Upholstery Cleaners and Xxxxxxxxxx'x Casino.

34. Computer Loan Agreement, dated August 31, 1998, between
Nobel/Sysco-Denver and Fitzgeralds Casino #1 (Serial No. 3449A0 1067, 96W
06596).

35. Computer Loan Agreement dated August 31, 1998, between
Nobel/Sysco-Denver and Fitzgeralds Casino #2 (Premio 1209700068002,
6311n00au0445, HD692CSG74F1Q1F2).

36. Beta Test Agreement, dated September 20, 2001, between
Mikohn Gaming Corporation and Fitzgeralds Casino. Contracts Amended

37. Equipment Lease Agreement, #6604025-005 dated July 30,
1999 between 000 Xxxx Xxxxxx LLC dba Xxxxxxxxxx'x Casino and Mita Copystar
America, Inc. and Notification of Assignment, dated January 22, 2001, from Mita
Copystar America, Inc. to GE Capital.

38. Equipment Lease Agreement, #6604025-007 dated December 20,
1999, between 000 Xxxx Xxxxxx LLC and Mita Copystar America, Inc. and
Notification of Assignment, dated January 22, 2001, from Mita Copystar America,
Inc. to GE Capital.

39. Letter and Service Plan Attachment from Nextira LLC, dated
March 30, 2001 (references renewal of annual Maintenance Contract for period of
April 8, 2001 though April 7, 2002).

40. Playing Card Purchase Contract, dated February 27, 2001,
between GEMACO and Fitzgeralds Black Hawk.

FITZGERALDS LAS VEGAS. INC.

CONTRACTS ADDED

41. Standard License Agreement, dated January 9, 2001, between
Xxxxxxx Investigations, Inc. and Fitzgeralds Las Vegas, Inc.

42. Service Agreement, dated September 27, 2001, between
Fitzgeralds Casino and ECR Sales & Service, Inc.

43. Sales/Lease Agreement, dated December 27, 2000, between
Shuffle Master Gaming and Fitzgeralds Hotel & Casino.

44. Master Lease Agreement, dated October 30, 2000, between
Fitzgeralds Las Vegas, Inc. dba Fitzgeralds Casino/Hotel Las Vegas and IGT.

45. Sales/Lease Agreement, between Shuffle Master Gaming and
Fitzgeralds Hotel & Casino-(License for Let it Ride Bonus(R) Table Game and
Lease for Ace(R) Shuffler).

46. Transit Display Advertising Contract, dated February 9,
2001, between Regional Transportation Commission and Fitzgeralds Las Vegas, Inc.

47. Services Agreement, dated March 1, 2000, between Viva Las
Vegas Shuttle and Fitzgeralds Las Vegas, Inc.

48. Transit Display Advertising Contract, dated February 9,
2001, between Regional Transportation Commission and Fitzgeralds Las Vegas, Inc.

49. Twelve Months Full Service Battery Replacement Agreement,
dated January 4, 2001, by and between Titan Power, Inc. and Fitzgeralds Casino
and Holiday Inn.

50. One-Year 7X24 Full Service Maintenance Agreement, dated
January 4, 2001, between Titan Power Inc. and Fitzgeralds Casino & Holiday Inn.

52. Data Storage and Service Agreement, dated January 29,
2001, between Fitzgeralds Casino and Arcus Data Security, Inc.

53. Fremont Street Experience Sound and Light Show Sponsorship
Agreement. dated February 8, 2001, between Fremont Street Experience LLC and
Fitzgeralds Casino Holiday Inn.

54. Lease Agreement, dated April 25, 2001, between Fitzgeralds
Las Vegas and Dollar Rent A Car Systems, Inc.

55. Service Agreement, dated April 20, 2001, between Flowers
Plus Inc. and Fitzgeralds Las Vegas, Inc.

56. Fremont Street Experience Sound and Light Show Sponsorship
Agreement and Addendum, dated February 8, 2001, between Fitzgeralds Casino/
Holiday Inn and Fremont Street Experience LLC, (7 p.m. show).

57. Fremont Street Experience Sound and Light Show Sponsorship
Agreement a: Addendum, dated February 8, 2001, between Fitzgeralds Casino/
Holiday Inn and Fremont Street Experience LLC, (10 p.m. show).

58. Rental Agreement, dated March 21, 2001, between Network
Pagers, Inc. and Fitzgeralds Las Vegas, Inc.

59. Extended Warranty, dated June 24, 2001, between Nevada
MPI, Inc. and Xxxxxxxxxx'x Hotel Casino.

60. Agreement dated July 24, 2001 between The Stamp Vendor and
Fitzgeralds Las Vegas, Inc.

61. Service Agreement and Addendum, dated June 1, 2001,
between Fitzgeralds Las Vegas, Inc. dba Fitzgeralds Casino/Hotel and Complient.

62. Subscriber Agreement and Addendum, dated July 1, 2001,
between Promotions on Hold and Fitzgeralds Las Vegas, Inc.

63. Service Agreement, dated March 17, 1999, between Scantron
Service Group and Fitzgeralds Casino Holiday Inn, as renewed by notice dated
October 24, 2000.

64. Product Maintenance Agreement, dated September 15, 1992,
between Fitzgeralds Casino and Hotel and Eagle Mailing Systems.

65. Administrative Service Agreement, dated January 1, 2001,
between Fitzgeralds Las Vegas, Inc. and Employers Unity.

66. Authorized Provider Agreement, dated June 11, 2001,
between Fitzgeralds Casino & Hotel and the American Red Cross.

67. Letter Agreement, dated November 9, 1995, between
Coca-Cola Fountain and Fitzgeralds Las Vegas, Inc., as modified by letter dated
January 22, 2001. (Agreement is now month to month).

68. Xxxxxx Xxxxxx Participation Agreement and Addendum (CO
#80460) dated April 24, 2001, between LGT and Fitzgeralds Las Vegas, Inc.

69. Xxxxxx Xxxxxx Participation Agreement and Addendum (CO
#80465) dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.

CONTRACTS DELETED

70. Professional Vehicle Lease Agreement, dated April 6, 1999,
between Capital Alliance Financial Services, a division of Prime Leasing, Inc.
and Fitzgeralds Las Vegas, Inc. for 1999 Lincoln Limousine as modified by that
certain Addendum to Professional Vehicle Lease Agreement, insurance requirements
and conditions of acceptance for returned vehicles dated April 17, 1999.

71. Lease Agreement, dated June 6, 1996, between Xxxxxxxx
Telecommunications Systems, Inc. and Fitzgeralds Las Vegas, Inc., dba
Fitzgeralds Casino and Hotel, Las Vegas.

72. Sales Contract Number SC7446LV, dated June 5, 1996,
between MICROS SYSTEMS, INC. and Fitzgeralds Casino/Hotel Las Vegas and Addendum
as sold to Ravera Leasing.

73. Lease, dated July 6, 1996, between Fitzgeralds Las Vegas,
Inc. and Ravera Leasing Corporation and Assignment, dated July 16, 1996, from
Ravera Leasing Corporation to BSB Leasing.

74. Service Proposal and Agreement, dated July 17, 1995,
between Xxxxxxxxxx'x Las Vegas and Xxxxxxx Company, Inc. (now Xxxxx-XxXxxxxx).

75. License Agreement, dated September 11, 1995, between
Holiday Inns Franchising, Inc. and Xxxxxxxxxx'x Las Vegas, Inc.

76. Xxxxxxxx-Xxxxxxx Advertising, month to month basis (billed
for work done per month).

77. Preventative Maintenance Agreement, dated December 8,
1999, between Xxxxxxxxxx'x Hotel & Casino and Money Processing, Inc.

78. Medallion Service Agreement, dated August 25, 1998,
between Xxxxxxxxxx'x Las Vegas Limited Partnership and York.

79. Grease Trap Maintenance Agreement, dated January 17, 2000,
between Xxxxxxxxxx'x Hotel & Casino and Abe's Plumbing.

80. Participation Agreement, dated February 28, 1997, between
Mikohn Nevada and Xxxxxxxxxx'x Casino Hotel (Slot Mini Xxxxxx Triple Diamond 3
Coin, Slot Mini Xxxxxx 5 times play 3 coin).

81. Sale/Lease Agreement, dated September 9, 2000, between
Xxxxxxxxxx'x Casino and Shuffle Master Gaming (includes license for Press Your
Luck(TM) video slant tops and sale of small Press Your Luck Sign).

82. Agreement of Sale, dated July 22, 1997, between Shuffle
Master, Inc., d/b/a Shuffle Master Gaming, and Xxxxxxxxxx'x Casino Hotel, d/b/a
Fitzgeralds Casino Hotel.

83. Revocable License Agreement "Wheel of Keno," dated October
18, 1999, between A.C. Coin-Nevada and Xxxxxxxxxx'x Las Vegas, Inc.

84. REEL `EM IN(R) CAST FOR CASH(TM) Lease Agreement with
Option to Purchase, dated July 19, 2000, between WMS Gaming Inc. and Fitzgeralds
Las Vegas, Inc., dba Fitzgeralds Casino Hotel.

85. Nevada Addams Family Nickel Progressive Agreement (COM
Order No. 63735), dated May 11, 2000, by and between IGT and Fitzgeralds
Casino/Hotel d/b/a Fitzgeralds Casino/Hotel Las Vegas.

86. XX 00000, dated July 24, 2000, between IGT and Fitzgeralds
Casino/Hotel (Royalty Fee for Xxxxxxx Xxxx).

87. Three Year Maintenance Agreement, dated February 1, 1998,
between Fitzgeralds Holiday Inn Casino and Titan Power, Inc. (unsigned by
Fitzgeralds).

88. Lease Agreement, dated August 18, 2000, between Bally
Gaming Inc. and Fitzgeralds Hotel and Casino (6 v8000-99 Bottles of Beer
Machines).

CONTRACTS AMENDED

89. Lease Agreement-Building Systems, dated February 17, 1999,
by and between Simplex Time Recorder Co. and Fitzgeralds Las Vegas, Inc., as
amended by Letter dated August 8, 2000.

90. Destruction Agreement, dated February 26, 2001, between
Xxxxxxxxxx'x Hotel & Casino and Secured Fibres, Inc. (now month to month)

91. Playing Card Purchase Contract, dated February 27, 2001,
between GEMACO Playing Card Company and Xxxxxxxxxx'x Las Vegas, Inc.

92. Service Agreement, dated September 1, 1999, between
Xxxxxxxx Communications Solutions, LLC (now Nextira LLC) and Xxxxxxxxxx'x Las
Vegas Inc. and Addendum as renewed by letter dated September 4, 2001.

93. Multi-Game Agreement, dated January 28, 1998, between
Anchor Games(TM) and Xxxxxxxxxx'x Las Vegas, Inc., d/b/a Xxxxxxxxxx'x Casino
Hotel, as modified by the following: that certain Video Wheel of Fortune(R)
Participation Appendix-Nevada to Anchor Games(TM) MultiGame Agreement, dated
October 15, 1999; (2) that certain Totem Pole(TM) Appendix-Participation to
Anchor Games(TM) Multi-Game Agreement, dated January 10, 2000, that certain
Totem Pole(TM) Additional Equipment Addendum, dated August 23, 2000; (3) that

certain Money Mine(TM) Appendix-Participation to Anchor Games(TM) Multi-Game
Agreement, dated October 26, 1999; (4) that certain Pick-n-Pop(TM) Appendix-Flat
Lease to Anchor Games(TM) Multi-Game Agreement, dated January 6, 2000; (5) that
certain I Dream of Xxxxxxx(TM) Appendix- Lease/Participation to Anchor Games(TM)
Multi-Game Agreement, dated October 12, 2000; (6) that certain Flip Flop(TM)
Appendix-Flat Lease to Anchor Games(TM) Multi-Game Agreement, dated October 25,
2000; (7) that certain Big Wheel of Gold(TM) Appendix - Participation to Anchor
Games(TM) Multi-Game Agreement, dated November 10, 2000; (8) that certain Anchor
Video conversion Kit Flat Lease Appendix, dated March 30, 2001 (6 Flip-Flop
Gaming Devices); (9) that certain Anchor Video Conversion Kit Flat Lease
Appendix to Anchor Games(TM) Multi-Game Agreement (6 Pick-n-Pop gaming devices);
(10) that certain Barcrest Conversion Kit Flat Lease Appendix to Anchor Games(R)
Multi-Game Agreement, dated March 30, 2001 (4 Barcrest and Gaming Devices); (11)
that certain 2 Chance 7's(TM) Conversion Kit Flat Lease Appendix to Anchor
Games(R) Multi-Game Agreement, dated March 30, 2001; (12) that certain Anchor
Video Conversion Kit Flat Lease Appendix to Anchor Games(TM) Multi-Game
Agreement, dated February 7, 2001; and (13) that certain Totem Pole Appendix -
Participation, dated March 30, 2001 (6 Totem Pole gaming devices).

94. Participation Agreement, dated October 14, 1999, between
Xxxxxxxxxx'x Hotel & Casino and Mikohn Gaming for five Yahtzee games.

95. Preventive Maintenance Inspection Agreement, dated August
21, 2000, by and between Fitzgeralds and Xxxxxxx-Xxxxxxx Corp., as renewed by
invoice dated August 20, 2001.

96. Service Order and Agreement, dated April 28, 2000, between
NextLink and Fitzgeralds Casino Hotel, Certificate of Insurance for NextLink and
Building Access Agreement, dated May 17, 2000, between Xxxx X. Xxxxxx, Xxxxxxx
XxXxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, the Xxxx X. Xxxxxx 1931 Trust and
Telecommunications of Nevada, LLC, d/b/a NextLink Nevada (now X/O
Communications) (unsigned), as renewed by Right of Entry and License Agreement,
dated June 8, 2001, between X/O Communications and Fitzgeralds Las Vegas.

97. Rental and Servicing of Equipment (Coin Order No. 64252),
between IGT and Fitzgeralds Casino/Hotel Las Vegas, Inc. d/b/a Fitzgeralds
Casino/Hotel Las Vegas (now Cleopatra).

FITZGERALDS MISSISSIPPI, INC.

CONTRACTS ADDED

98. Multi-Game Agreement, dated January 15, 1999, between
Anchor Coin, dba Anchor Games and Fitzgeralds Casino as amended by that certain
Barcrest(TM) Appendix-Flat Lease, dated December 6, 2000, as amended by that
certain Totem Pole(TM) Appendix Flat Lease, dated March 7, 2001, as amended by
that certain I Dream of Xxxxxxx(TM) Appendix Flat Lease, dated February 7, 2001,
as amended by that certain Big Wheel Appendix, dated February 7, 2001, as
amended by that certain Totem Pole(TM) Appendix- Flat Lease, dated February 17,
1999, as amended by that certain I Dream of Xxxxxxx Appendix- Flat Lease, dated
June 1, 2001 between Anchor Games and Fitzgeralds Xxxxxx.

00. Service Plan Agreement, dated October 23, 2000, between
VingCard, Inc. and Fitzgeralds Casino.

100. IGT Software Maintenance Agreement, dated April 4, 1995,
between IGT and Fitzgeralds Casino.

101. License and Maintenance Agreement, dated December 4,
2000, between Advanced Casino Systems Corporation and Fitzgeralds-Casino Tunica
and Addendum to Agreement, dated December 4, 2000.

102. Contract for the Sale of Newspapers, dated January 4,
2001, between the Memphis Publishing Company and Fitzgeralds Casino Hotel.

103. Mississippi Jeopardy! Nickel Progressive Agreement (Coin.
Order No. 72542), dated January 5, 2001, between IGT and Fitzgeralds
Mississippi, Inc. d/b/a Fitzgeralds Tunica and addendums dated February 22,
2001.

104. Key Market Newspaper Insect Agreement, between Xxxxx &
Company and Fitzgeralds Casino (includes insect program participation
agreement).

105. Total Copy Management Agreement (Agreement #4054212-001),
between GE Capital Corporation and Fitzgeralds Mississippi, Inc. dba Fitzgeralds
Casino, as modified by that certain Addendum to Equipment Lease.

106. Memorandum of Agreement, dated February 9, 2001, between
Brinks, Inc. and Fitzgeralds Mississippi, Inc.

107. Music Performance Agreement, dated March 6, 2001, between
Fitzgeralds Mississippi, Inc. dba Fitzgeralds Casino Hotel and BMI.

108. Mississippi Wheel of Fortune Half Dollar Progressive
Agreement (CO number 78253) dated May 2, 2001, between IGT and Fitzgeralds
Tunica, and Addendum (Agreement may be assigned to purchaser that acquires
substantially all assets and uses them in the operation of a casino, provided
that assignee assumes in writing all of Fitzgeralds' obligations).

109. Mississippi-Xxxxxx Xxxxxx Rental and Servicing Agreement
(CO number 82028) dated May 2, 2001, between IGT and Fitzgeralds Tunica and
Addendum. (Agreement may be assigned to purchaser that acquires substantially
all assets and uses them in the operation of a casino, provided that the
assignee assumes in writing all of Fitzgeralds' obligations).

110. Landscape Contract, dated May 21, 2001, between
Proturf-Power Sweepers. Inc. and Fitzgeralds Mississippi, Inc.

111. Purchaser's Contract Agreement, dated April 12, 2001,
between Xxxxxxxxxx Mississippi, Inc. and the Legends of Doo Wop, through
representation Skorman Productions.

112. Service Contract/Addendum for Chipper Champ Serial Number
1134, dated June 21, 2001, between TCS America, Inc. and Fitzgeralds
Mississippi, Inc.

113. Service Contract/Addendum for 2 Winning Number Roulette
Displays, dated June 21, 2001, between TCS America, Inc. and Fitzgeralds
Mississippi, Inc.

114. Maintenance Agreement and Addendum, dated July 6, 0000,
xxxxxxx Xxxxx (XXX) and Fitzgeralds Mississippi, Inc.

115. Confidential Lease/Purchase Security Agreement and
Addendum, dated June 7, 2001, between Bally Gaming, Inc. and Fitzgeralds
Mississippi, Inc.

116. Wide Area Network Services, Product Description -
Millionaire Sevens(TM) and Addendum, dated June 26, 2001, between Bally Gaming,
Inc. and Fitzgeralds Mississippi, Inc.

117. Wide Area Network Services, Product Description -
Blondie(TM) Link and Addendum, dated June 26, 2001, between Bally Gaming, Inc.
and Fitzgeralds Mississippi, Inc.

118. Agreement and Addendum (SO 15059) dated July 12, 2001,
between WMS Gaming and Fitzgeralds Casino.

119. Confidential Lease/Purchase Security Agreement and
Addendum, dated September 4, 2001, by and between Bally Gaming, Inc. and
Fitzgeralds Casino Tunica.

120. Standard Licensing Agreement, dated September 17, 2001,
between Xxxxxxx Investigations, Inc. and Fitzgeralds Mississippi, Inc. and
Addendum.

121. Software License Agreement, dated May 5, 1995, between
Fitzgeralds Tunica and IGT.

122. IGT Software License Agreement (CO 20748), between
Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds Tunica and IGT.

123. Novell Network Software License Agreement.

124. Netware(R) Software Upgrade License.

126. Proprietary Game Lease and License Agreement, dated
February 22, 2000, between Atlantic City Coin and Slot Service Company, Inc. and
Fitzgeralds Casino, as amended on February 9, 2001.

127. Riverboat Excursion License, dated August 15, 2001,
between Fitzgeralds Mississippi, Inc. and Mississippi Riverboat Company, LLC.

CONTRACTS DELETED

128. Mississippi Dollars Deluxe Progressive Agreement, dated
July 5, 1995, between IGT and Polk Landing Entertainment Corporation.

129. Sun Group Services, Inc. Landscape Maintenance Contract
and Agreement for Compensation for Fitzgeralds Casino Hotel, Tunica, dated
November 1, 2000.

CONTRACTS AMENDED

130. SESAC, Inc. Performance License for Restaurants,
Nightclubs and Taverns, dated August 14, 2001, between SESAC, Inc. and
Fitzgeralds Mississippi, Inc.

131. Non-Exclusive Revocable License Agreement "21Madne$$",
dated January 21, 1999, between Atlantic City Coin & Slot Service Company and
Xxxxxxxxxx'x Casino as modified by those certain Letter Addenda, dated February
22, 2001, April 20, 2001 and September 25, 2001.

132. License Agreement, dated March 15, 2000, between
Fitzgeralds Casino Tunica, Inc. and IGT for the use of IGT's E-Prom Programs.

133. Multi-Game Agreement, dated January 15, 1998, between
Anchor Coin, dba Anchor Games and Fitzgeralds Casino as amended by that certain
Wheel of Gold Appendix-Flat Lease, dated January 18, 1999.

134. Preventative Maintenance Service Agreement, dated
September 21, 2000, between Xxxxxxx Data Systems, Inc. and Fitzgeralds Casino.

AMENDED

SCHEDULE 2.11(b)

POTENTIAL TERMINATION OR MODIFICATION OF CONTRACTS

000 XXXX XXXXXX LIMITED LIABILITY COMPANY

A(ii) CONSENT OR NOTIFICATION REQUIRED

CONTRACTS ADDED

1. Standard Form of Construction Agreement, dated December 27,
2000, between 000 Xxxx Xxxxxx Limited Liability Company and Restriction
Corporation. (No assignment without prior written consent of Restriction
Corporation.)

2. Abbreviated Standard Form of Agreement, between Architect
and Owner, dated January 5, 2001, between 000 Xxxx Xxxxxx Limited Company and
HNTB Corporation. (No assignment without prior written consent of HNTB.)

3. Colorado Xxxxxx Xxxxxx Participation Agreement (Coin. Order
No. 82006), dated April 5, 2001, between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT. (Agreement may not be assigned without prior
written consent of IGT.)

4. IGT - 50 Play Poker License Agreement (Coin Order No.
90211), between 000 Xxxx Xxxxxx Limited Liability Company d/b/a Fitzgeralds and
IGT. (Agreement may not be assigned without the prior written consent of IGT.)

5. Puzzle Pays Game Series Agreement, dated February 3, 2001,
between WMS Gaming Inc. and Fitzgeralds Casino. (Agreement may not be assigned
without the prior consent of WMS.)

6. Multi-Game Agreement, dated December 13, 1999, between
Rocky Mountain Gaming Equipment and Fitzgeralds Casino with Minimum End User
License Agreement and Appendix. (Agreement may not be assigned without the prior
written consent of Rocky Mountain Gaming Equipment.)

7. Proprietary Game Lease and License Agreement, dated August
22, 2001, between Atlantic City Coin & Slot Service Company, Inc. and
Fitzgeralds Casino. (Agreement may not be assigned without the prior written
consent of A.C. Coin.)

8. Comdata ATM Debit Service Agreement, dated September 1,
1997, between Comdata Network, Inc. d/b/a Comdata Corporation and Fitzgeralds
Gaming Corporation on behalf of 000 Xxxx Xxxxxx LLC (now on a month to month
basis). (Agreement may not be assigned without prior written consent of
Comdata.)

9. Outdoor Display Advertising Agreement, dated December 23,
1998, between Innerwest Advertising Agency (advertising agent for 000 Xxxx
Xxxxxx) and Rocky

Mountain Outdoor Advertising Company. (If Advertiser's business is sold,
Advertiser shall require successor to agree to discharge Advertiser's
obligation, but Advertiser shall continue to be liable to Rocky Mountain
Advertising for all obligations. Contract may be assigned by Advertiser with the
prior written consent of Rocky Mountain Advertising.)

10. Colorado .Addams Family Nickel Progressive Agreement
(Coin. Order No. 71585), dated January 2, 2001, between 000 Xxxx Xxxxxx Limited
Liability Company d/b/a Fitzgeralds and IGT. (Agreement may not be assigned
without prior written consent of IGT.)

11. Advertising Agreement and Addendum, dated March 16, 2001,
between 101 Main dba Fitzgeralds Casino, Denver Newspaper Agency and Innerwest
Advertising, as amended by Advertising Agreement and Addendum dated August 31,
2001. (Agreement shall not be assigned by Advertiser or Agency without the
express written consent of Publisher.)

(A)(iii) PURCHASER'S ASSUMPTION OF OBLIGATIONS REQUIRED

CONTRACTS ADDED

12. Music Service Agreement, dated April 19, 2001, between
Muzak, LLC and Fitzgeralds dba 101 Main. (Fitzgeralds may assign without consent
to any affiliate or party acquiring all or substantially all of the business
assets if assignee assumed in writing the obligations of Fitzgeralds and written
assumption is delivered to Praxair). (Agreement may be assigned provided
purchaser acquires substantially all assets, uses them in the operation of a
casino and assumes in writing all of Fitzgeralds' obligations.)

13. Non-Exclusive Revocable License Agreement for "Wheel of
Madness" and Addendum, dated February 29, 2001, between A.C. Coin & Slot Service
Co., and Fitzgeralds Black Hawk. (Fitzgeralds may assign without consent to any
affiliate or party acquiring all or substantially all of the business assets if
assignee assumed in writing the obligations of Fitzgeralds and written
assumption is delivered to Praxair). (Agreement may be assigned provided
purchaser acquires substantially all assets, uses them in the operation of a
casino and assumes in writing all of Fitzgeralds' obligations.)

14. Carbon Dioxide Supply and Equipment Lease Agreement,
effective March 13, 2001, between Praxair and Fitzgeralds Casino-Black Hawk and
Addendum. (Fitzgeralds may assign without consent to any affiliate or party
acquiring all or substantially all of the business assets if assignee assumed in
writing the obligations of Fitzgeralds and written assumption is delivered to
Praxair). (Agreement may be assigned provided purchaser acquires substantially
all assets, uses them in the operation of a casino and assumes in writing all of
Fitzgeralds' obligations.)

15. Monopoly Participation Agreement and Addendum, dated March
16, 2001, between Fitzgeralds Hotel and Casino and WMS Gaming, Inc. (Fitzgeralds
may assign to person or entity that purchase all or substantially all of its
assets and uses them for the operation of a casino, provided that: (1) the
assignee assumes all of Fitzgeralds obligations in writing; (2) the Assignee has
all the appropriate licenses; and (3) Fitzgeralds has provided written notice of
any such potential assignment upon approval of purchase by the Bankruptcy
Court). (Agreement may be assigned provided purchaser acquires substantially all
assets, uses them in the operation of a casino and assumes in writing all of
Fitzgeralds' obligations.)

16. Commercial Services Agreement, dated July 28, 2001,
between Acurid and Fitzgeralds Casino. Fitzgeralds may assign to purchaser who
acquires all or substantially all assets, uses them for the operation of a
casino, and assumes in writing all of customer's obligations under the contract.
(Agreement may be assigned provided purchaser acquires substantially all assets,
uses them in the operation of a casino and assumes in writing all of
Fitzgeralds' obligations.)

CONTRACTS AMENDED

17. Xxxxx Outdoor Display Advertising Agreement, dated July
14, 1997, between Innerwest Media Service and 000 Xxxx Xxxxxx LLC (Contract No.
4219), as renewed by Bulletin Contract No. 225, dated November 2, 2000. (If
Fitzgeralds Blackhawk casino is sold, 101 Main must require Purchaser to agree
to discharge 101 Main's obligations thereunder.)

FITZGERALDS LAS VEGAS, INC.

A(i) TERMINATION, CANCELLATION, ACCELERATION OR MODIFICATION

CONTRACTS ADDED

18. Transit Display Advertising Contract, dated February 9,
2001, between Regional Transportation Commission and Fitzgeralds Las Vegas, Inc.
(Contract is not assignable.)

19. Service Agreement, dated March 17,1999, between Scantron
Service Group and Fitzgeralds Casino Holiday Inn, as renewed by notice dated
October 24, 2000.

20. Product Maintenance Agreement, dated September 15, 1992,
between Fitzgeralds Casino and Hotel and Eagle Mailing Systems. (Postage meter
is licensed for use only by Fitzgeralds).

CONTRACTS DELETED

21. Sale/Lease Agreement, dated September 9, 2000, by and
between Xxxxxxxxxx'x Casino and Shuffle Master Gaming (includes license for
Press Your Luck(TM) video slant tops and sale of small Press Your Luck Sign).

22. Lease Agreement-Building Systems, dated February 17, 1999,
by and between Simplex Time Recorder Co. and Fitzgeralds Las Vegas, Inc.
(Simplex may terminate agreement if FLVI leases to do business.)

23. License Agreement, dated September 11, 1995, between
Holiday Inns Franchising, Inc. and Xxxxxxxxxx'x Las Vegas, Inc.

24. XX 00000, dated July 24, 2000, between IGT and Fitzgeralds
Casino/Hotel (Royalty Fee for Xxxxxxx Xxxx).

CONTRACTS AMENDED

25. Rental and Servicing of Equipment (Coin Order No. 64252),
between IGT and Fitzgeralds Casino/Hotel Las Vegas, Inc. d/b/a Fitzgeralds
Casino/Hotel Las Vegas (now Cleopatra)

A(ii) CONSENT OR NOTIFICATION REQUIRED

CONTRACTS ADDED

26. Master Lease Agreement, dated October 30, 2000, between
Fitzgeralds Las Vegas, Inc. dba Fitzgeralds Casino/Hotel Las Vegas and IGT.
(Agreement may not be assigned without the prior written consent of IGT.)

CONTRACTS DELETED

27. Participation Agreement, dated February 28, 1997, between
Mikohn Nevada and Xxxxxxxxxx'x Casino Hotel (Slot Mini Xxxxxx Triple Diamond 3
Coin, Slot Mini Xxxxxx 5 times play 3 coin).

28. Nevada Addams Family Nickel Progressive Agreement (COM
Order No. 63735), dated May 11, 2000, by and between IGT and Fitzgeralds
Casino/Hotel d/b/a Fitzgeralds Casino/Hotel Las Vegas.

29. Revocable License Agreement, "Wheel of Keno," dated
October 18, 1999, between A.C. Coin-Nevada and Xxxxxxxxxx'x Las Vegas, Inc.
(Addendum to Wheel of Keno agreement dated October 19, 1998.)

30. Professional Vehicle Lease Agreement, dated April 6, 1999,
between Capital Alliance Financial Services, a division of Prime Leasing, Inc.
and Fitzgeralds Las Vegas, Inc. for 1999 Lincoln Limousine as modified by that
certain Addendum to Professional Vehicle Lease Agreement, insurance requirements
and conditions of acceptance for returned vehicles dated April 17, 1999.

31. Sales Contract Number SC7446LV, dated June 5, 1996,
between MICROS SYSTEMS, INC. and Fitzgeralds Casino/Hotel Las Vegas and Addendum
as sold to Ravera Leasing.

32. Lease, dated July 6, 1996, between Fitzgeralds Las Vegas,
Inc. and Ravera Leasing Corporation and Assignment, dated July 16, 1996, from
Ravera Leasing Corporation to BSB Leasing (assignments of two leases).

33. REEL `EM IN(R) CAST FOR CASH(TM) Lease Agreement with
Option to Purchase, dated July 19, 2000, between WMS Gaming Inc. and Fitzgeralds
Las Vegas, Inc., dba Fitzgeralds Casino Hotel.

34. Lease Agreement, dated August 18, 2000, between Bally
Gaming Inc. and Fitzgeralds Hotel and Casino (6 v8000-99 Bottles of Beer
Machines).

CONTRACTS AMENDED

35. Service Agreement, dated September 1, 1999, between
Xxxxxxxx Communications Solutions, LLC (now Nextira LLC) and Xxxxxxxxxx'x Las
Vegas Inc. and Addendum, as renewed by letter dated September 4, 2001. (No
assignment without prior written consent of Nextira LLC.)

36. Multi-Game Agreement, dated January 28, 1998, between
Anchor Games(TM) and Xxxxxxxxxx'x Las Vegas, Inc., d/b/a Xxxxxxxxxx'x Casino
Hotel, as modified by the following: that certain Video Wheel of Fortune(R)
Participation Appendix-Nevada to Anchor Games(TM) MultiGame Agreement, dated
October 15, 1999; (2) that certain Totem Pole(TM) Appendix-Participation to
Anchor Games(TM) Multi-Game Agreement, dated January 10, 2000, that certain
Totem Pole(TM) Additional Equipment Addendum, dated August 23, 2000 (3) that
certain Money Mine(TM) Appendix-Participation to Anchor Games(TM) Multi-Game
Agreement, dated October 26, 1999; (4) that certain Pick-n-Pop(TM) Appendix-Flat
Lease to Anchor Games(TM) Multi-Game Agreement, dated January 6, 2000; (5) that
certain I Dream of Xxxxxxx(TM) Appendix-Lease/Participation to Anchor Games(TM)
Multi-Game Agreement, dated October 12, 2000; (6) that certain Flip Flop(TM)
Appendix-Flat Lease to Anchor Games(TM) Multi-Game Agreement, dated October 25,
2000; (7) that certain Big Wheel of Gold(TM) Appendix - Participation to Anchor
Games(TM) Multi-Game Agreement, dated November 10, 2000; (8) that certain Anchor
Video conversion Kit Flat Lease Appendix, dated March 30, 2001 (6 Flip-Flop
Gaming Devices); (9) that certain Anchor Video Conversion Kit Flat Lease
Appendix to Anchor Games(TM) Multi-Game Agreement (6 Pick-n-Pop gaming devices);
(10) that certain Barcrest Conversion Kit Flat Lease Appendix to Anchor Games(R)
Multi-Game Agreement, dated March 30, 2001 (4 Barcrest Gaming Devices); (11)
that certain 2nd Chance 7's(TM) Conversion Kit Flat Lease Appendix to Anchor
Games(R) Multi-Game Agreement, dated March 30, 2001; (12) that certain Anchor
Video Conversion Kit Flat Lease Appendix to Anchor Games(TM) Multi-Game
Agreement, dated February 7, 2001; and (13) that certain Totem Pole Appendix -
Participation, dated March 30, 2001 (6 Totem Pole gaming devices).

37. Participation Agreement, dated October 14, 1999, between
Xxxxxxxxxx'x Hotel & Casino and Mikohn Gaming for five Yahtzee games. (No
assignment without prior written consent of Mikohn Gaming.)

38. Lease Agreement-Building Systems, dated February 17, 1999,
by and between Simplex Time Recorder Co. and Fitzgeralds Las Vegas, Inc., as
amended by Letter dated August 8, 2000. (Prior written consent required for
assignment).

39. Service Order and Agreement, dated April 28, 2000 between
NextLink and Fitzgeralds Casino Hotel, Certificate of Insurance for NextLink and
Building Access Agreement, dated May 17, 2000, between Xxxx X. Xxxxxx, Xxxxxxx
XxXxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, the Xxxx 0. Xxxxxx 1931 Trust and
Telecommunications of Nevada, LLC, d/b/a NextLink Nevada (now X/O
Communications) (unsigned), as renewed by Right of Entry and License Agreement,
dated June 8, 2001, between X/O Communications and Fitzgeralds Las Vegas. (No
assignment without the prior written consent of X/O Communications.)

40. Playing Card Purchase Contract, dated February 27, 2001,
between GEMACO Playing Card Company and Xxxxxxxxxx'x Las Vegas, Inc. (No
assignment without the prior written consent of the other party.)

41. IGT Program License Agreement, dated June 23, 1997, by and
between IGT and Fitzgeralds Hotel & Casino. (License in non-transferable, but
Paragraph 10 entitled "general" states that agreement may not be assigned
without prior written consent of IGT.)

A(iii) PURCHASER'S ASSUMPTION OF OBLIGATION REQUIRED

CONTRACTS ADDED

42. Fremont Street Experience Sound and Light Show Sponsorship
Agreement, dated February 8, 2001, between Fremont Street Experience LLC and
Fitzgeralds Casino Holiday Inn. (Agreement may be assigned provided purchaser
acquires substantially all assets, uses them in the operation of a casino and
assumes in writing all of Fitzgeralds' obligations.)

43. Standard License Agreement, dated January 9, 2001, between
Xxxxxxx Investigations, Inc. and Fitzgeralds Las Vegas, Inc. (Agreement may be
assigned provided purchaser acquires substantially all assets, uses them in the
operation of a casino and assumes in writing all of Xxxxxxxxxx'x obligations.)

44. Wide Area Network Services Agreement, dated January 18,
2001, between Bally Gaming, Inc. and Fitzgeralds Las Vegas, Inc. and Addendum
(Blondie(TM) Link) as modified by that certain Agreement for Compliance, dated
July 18, 2001, and that certain Hold Harmless Agreement, dated January 18, 2001.
(Agreement may be assigned provided purchaser acquires substantially all assets,
uses them in the operation of a casino and assumes in writing all of
Xxxxxxxxxx'x obligations.)

45. Fremont Street Experience Sound and Light Show Sponsorship
Agreement, dated February 8, 2001, between Fremont Street Experience LLC and
Fitzgeralds Casino Holiday Inn. (Agreement may be assigned provided purchaser
acquires substantially all assets; uses them in the operation of a casino and
assumes in writing all of Xxxxxxxxxx'x obligations.)

46. Data Storage and Service Agreement, dated January 29,
2001, between Fitzgeralds Casino and Arcus Data Security, Inc. (may not be
assigned without written consent except by an affiliate which assumes all
obligations of assignor in writing). (Agreement may be assigned provided
purchaser acquires substantially all assets, uses them in the operation of a
casino and assumes in writing all of Fitzgeralds' obligations.)

47. Lease Agreement, dated April 25, 2001, between Fitzgeralds
Las Vegas and Dollar Rent A Car Systems, Inc. (Agreement may be assigned
provided purchaser acquires substantially all assets, uses them in the operation
of a casino and assumes in writing all of Xxxxxxxxxx'x obligations.)

48. Service Agreement, dated April 20, 2001, between Flowers
Plus Inc. and Fitzgeralds Las Vegas, Inc. (Agreement may be assigned to
purchaser provided that purchaser acquires substantially all assets and assumes
in writing all of Fitzgeralds' obligations).

49. Fremont Street Experience Sound and Light Show Sponsorship
Agreement and Addendum, dated February 8, 2001, between Fitzgeralds Casino!
Xxxxxxx Xxx

xxx Xxxxxxx Xxxxxx Experience LLC, (7 p.m. show). (Agreement may be assigned to
purchaser provided that purchaser acquires all or substantially all assets and
assumes in writing all of Fitzgeralds' obligations).

50. Fremont Street Experience Sound and Light Show Sponsorship
Agreement and Addendum, dated February 8, 2001, between Fitzgeralds Casino!
Holiday Inn and Fremont Street Experience LLC, (10 p.m. show). (Agreement may be
assigned to purchaser provided that purchaser acquires all or substantially all
assets and assumes in writing all of Fitzgeralds' obligations).

51. Agreement dated July 24, 2001 between The Stamp Vendor and
Fitzgeralds Las Vegas Inc. (Agreement may be assigned provided purchaser
acquires substantially all assets, uses them in the operation of a casino and
assumes in writing all of Fitzgeralds' obligations.)

52. Service Agreement and Addendum, dated June 1, 2001,
between Fitzgeralds Las Vegas, Inc. dba Fitzgeralds Casino/Hotel and Complient.
(Agreement may be assigned provided purchaser acquires substantially all assets,
uses them in the operation of a casino and assumes in writing all of
Fitzgeralds' obligations.)

53. Subscriber Agreement and Addendum, dated July 1, 2001,
between Promotions on Hold and Fitzgeralds Las Vegas, Inc. (Agreement may be
assigned provided purchaser acquires substantially all assets, uses them in the
operation of a casino and assumes in writing all of Fitzgeralds' obligations.

54. Administrative Service Agreement, dated January 1, 2001,
between Fitzgeralds Las Vegas, Inc; and Employers Unity. (Agreement contains no
specific clause but agreement may not be modified unless modification is in
writing and signed by both parties.)

55. Letter Agreement, dated November 9, 1995, between
Coca-Cola Fountain and Fitzgeralds Las Vegas, Inc., as modified by letter dated
January 22, 2001. (Agreement is now month to month). (In the event a third party
acquires Fitzgeralds Las Vegas, Fitzgeralds Las Vegas shall cause the acquiring
party to ratify the Agreement and assume all obligations.)

56. Lease Agreement, dated January 15, 1998, between
Fitzgeralds Las Vegas, Inc. and Motorola, Inc. (rooftop lease), as assumed by
Pinnacle Towers, Inc. in that certain General Assignment, Xxxx of Sale and
Assumption of Liabilities dated August 31, 1999. (FLVI does not need to obtain
Pinnacle's consent; however, after the assignment, FLVI remains liable to
Pinnacle for the performance of all terms and conditions of the lease).

57. Xxxxxx Xxxxxx Participation Agreement and Addendum (CO
#80460) dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.
(Agreement may be assigned provided purchaser acquires substantially all assets,
uses them in the operation of a casino and assumes in writing all of
Xxxxxxxxxx'x obligations.)

58. Xxxxxx Xxxxxx Participation Agreement and Addendum (CO
#80465) dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.
(Agreement may be assigned provided purchaser acquires substantially all assets,
uses them in the operation of a casino and assumes in writing all of
Xxxxxxxxxx'x obligations.)

FITZGERALDS MISSISSIPPI, INC.

A(i) TERMINATION, CANCELLATION, ACCELERATION OR MODIFICATION

CONTRACTS ADDED

59. License and Maintenance Agreement, dated December 4, 2000,
between Advanced Casino Systems Corporation and Fitzgeralds-Casino Tunica and
Addendum to Agreement, dated December 4, 2000. (License is non-transferable.)

60. Software License Agreement, dated May 5, 1995, between
Fitzgeralds Tunica and IGT. (License in non-transferable, but Paragraph 10
entitled "general" states ;that agreement may not be assigned without prior
written consent of IGT.)

61. Netware(R) Software Upgrade License. (License is
non-transferable.)

62. Proprietary Game Lease and License Agreement, dated
February 22, 2001, between Atlantic City Coin and Slot Service Company, Inc. and
Fitzgeralds Casino, as amended on February 9, 2001.

CONTRACTS AMENDED

63. License Agreement, dated March 15, 2000, between
Fitzgeralds Casino Tunica, Inc. and IGT for the use of IGT's E-Prom Program.

A(ii) CONSENT OR NOTIFICATION REQUIRED

CONTRACTS ADDED

64. Service Plan Agreement, dated October 23, 2000, between
VingCard, Inc. and Fitzgeralds Casino. (No assignment without the prior written
consent of VingCard, Inc.)

65. IGT Software Maintenance Agreement, dated April 4, 1995,
between IGT and Fitzgeralds Casino. (No assignment without the prior written
consent of IGT.)

66. Memorandum of Agreement, dated February 9, 2001, between
Brinks, Inc. and Fitzgeralds Mississippi, Inc. (No assignment without the prior
written consent of Brinks, Inc.)

67. IGT Software License Agreement (CO 20748), between
Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds Tunica and IGT. (If Fitzgeralds
sells or otherwise transfers an 80960 product to a third party, Fitzgeralds
agrees to notify IGT in writing within 5 days of such transfer.)

68. Novell Network Software License Agreement. (License may
not be transferred without permission of Novell.)

CONTRACTS DELETED

69. Mississippi Dollars Deluxe Progressive Agreement, dated
July 5, 1995, by and between IGT and Polk Landing Entertainment Corporation.

(A)(iii) PURCHASER'S ASSUMPTION OF OBLIGATION REQUIRED

CONTRACTS ADDED

70. Mississippi Jeopardy! Nickel Progressive Agreement (Corn.
Order No. 72542), dated January 5, 2001, between IGT and Fitzgeralds
Mississippi, Inc. d/b/a Fitzgeralds Tunica and addendums dated February 22, 2001
(Purchaser may assume contract provided it assumes in writing all of Seller's
obligations).

71. Multi-Game Agreement, dated January 15, 1999, between
Anchor Coin, dba Anchor Games and Fitzgeralds Casino as amended by that certain
Barcrest(TM) Appendix-Flat Lease, dated December 6, 2000, as amended by that
certain Totem Pole(TM) Appendix Flat Lease, dated March 7, 2001, as amended by
that certain I Dream of Xxxxxxx(TM) Appendix Flat Lease dated February 7, 2001,
as amended by that certain Big Wheel Appendix, dated February 7, 2001, as
amended by that certain Totem Pole(TM) Appendix- Flat Lease, dated February 17,
1999, as amended by that certain I Dream of Xxxxxxx Appendix- Flat Lease, dated
June 1, 2001 between Anchor Games and Fitzgeralds Casino. (Purchaser may assume
contract provided: (1) it assumes in writing all of Seller's obligations; (2) a
copy of the assumption is provided to Anchor Coin; and (3) Seller has provided
written notice of the potential assignment upon approval of Purchaser in
Bankruptcy Court).

72. Non-Exclusive Revocable License Agreement "21 Xxxxx$$",
dated January 21, 1999, between Atlantic City Coin & Slot Service Company and
Xxxxxxxxxx'x Casino as modified by those certain Letter Addenda, dated February
22, 2001, April 20, 2001 and September 25, 2001. (Purchaser may assume contract
provided it assumes in writing all of Seller's obligations).

73. Mississippi Wheel of Fortune Half Dollar Progressive
Agreement (CO number 78253) dated May 2, 2001, between IGT and Fitzgeralds
Tunica and Addendum. (Agreement may be assigned to purchaser that acquires
substantially all assets and uses them in the operation of a casino, provided
that assignee assumes in writing all of Fitzgeralds' obligations).

74. Mississippi-Xxxxxx Xxxxxx Rental and Servicing Agreement
(CO number 82028) dated May 2, 2001, between IGT and Fitzgeralds Tunica and
Addendum. (Agreement may be assigned to purchaser that acquires substantially
all assets and uses them in the operation of a casino, provided that assignee
assumes in writing all of Fitzgeralds' obligations).

75. Service Contract/Addendum for Chipper Champ Serial Number
1134, dated June 21, 2001, between TCS America, Inc. and Fitzgeralds
Mississippi, Inc. Fitzgeralds may assign to purchaser who acquires all or
substantially all assets, uses them for the operation of a casino and assumes in
writing all of customer's obligations under the Contract. (Agreement may be
assigned to purchaser that acquires substantially all assets and uses them in
the operation of a casino, provided that assignee assumes in writing all of
Fitzgeralds' obligations).

76. Service Contract/Addendum for 2 Winning Number Roulette
Displays, dated June 21, 2001, between TCS America, Inc. and Fitzgeralds
Mississippi, Inc. Fitzgeralds may assign to purchaser who acquires all or
substantially all assets, uses them for the operation of a casino and assumes in
writing all of customer's obligations under the Contract. (Agreement may be
assigned to purchaser that acquires substantially all assets and uses them in
the operation of a casino, provided that assignee assumes in writing all of
Fitzgeralds' obligations).

77. Maintenance Agreement and Addendum, dated July 6, 0000,
xxxxxxx Xxxxx (XXX) and Fitzgeralds Mississippi, Inc. (Fitzgeralds may assign
its rights and obligations provided the purchaser acquires all or substantially
all assets, uses them in the operation of a casino and assumes all of
Fitzgeralds' obligations in writing.)

78. Purchaser's Contract Agreement, dated April 12, 2001,
between Fitzgeralds Mississippi, Inc. and the Legends of Doo Wop, through
representation by X. Xxxxxxx Productions. (Fitzgeralds Mississippi, Inc. may
assign to purchaser who acquires substantially all of its assets provided the
assignee assigns in writing all of Fitzgeralds Mississippi, Inc.'s obligations.)

79. Wide Area Network Services, Product Description -
Millionaire Sevens(TM) and Addendum, dated June 26, 2001, between Bally Gaming,
Inc. and Fitzgeralds Mississippi, Inc. (Fitzgeralds may assign its rights and
obligations provided the purchaser acquires all or substantially all assets,
uses them in the operation of a casino and assumes all of Fitzgeralds'
obligations in writing.)

80. Confidential Lease/Purchase Security Agreement and
Addendum, dated June 7, 2001, between Bally Gaming, Inc. and Fitzgeralds
Mississippi, Inc. (Fitzgeralds may assign its rights and obligations provided
the purchaser acquires all or substantially all assets, uses them in the
operation of a casino and assumes all of Fitzgeralds' obligations in writing.)

81. Wide Area Network Services, Product Description -
Blondie(TM) Link and Addendum, dated June 26, 2001, between Bally Gaming, Inc.
and Fitzgeralds Mississippi, Inc. (Fitzgeralds may assign its rights and
obligations provided the purchaser acquires all or substantially all assets,
uses them in the operation of a casino and assumes all of Fitzgeralds'
obligations in writing.)

82. Sign Lease Agreement and Addendum, dated July 1, 2001,
between X.X. Xxxxxx, d.b.a. D.C. Partner Enterprises and Fitzgeralds
Mississippi, Inc. (Fitzgeralds may assign its rights and obligations provided
the purchaser acquires all or substantially all assets, uses them in the
operation of a casino and assumes all of Fitzgeralds' obligations, in writing.)

83. Agreement and Addendum (SO 15059), dated July 12, 2001,
between WMS Gaming and Fitzgeralds Casino. (Fitzgeralds may assign its rights
and obligations provided the purchaser acquires all or substantially all assets,
uses them in the operation of a casino and assumes all of Fitzgeralds'
obligations in writing.)

84. SESAC Performance License for Restaurants, Nightclubs and
Taverns and Addendum, dated August 14, 2001. (Agreement may be assigned provided
purchaser acquires substantially all assets, uses them in the operation of a
casino and assumes in writing all of Fitzgeralds' obligations).

85. Rooftop Space Agreement, dated April 25, 2001, between
Fitzgeralds Las Vegas, Inc. and Valley Broadcasting Company d/b/a KVBC-TV.
(Agreement may be assigned provided purchaser acquires substantially all assets,
uses them in the operation of a casino and assumes in writing all of
Fitzgeralds' obligations).

86. Bally Confidential Lease Purchase Security Agreement,
dated August 4, 2001, between Fitzgeralds Casino Tunica and Bally Gaming, Inc.
(Agreement may be assigned provided purchaser acquires substantially all assets,
uses them in the operation of a casino and assumes in writing all of
Fitzgeralds' obligations).

87. Billboard Contract, dated July 1, 2001, between Sanlyn
Outdoor Advertising, Inc. and Fitzgeralds Mississippi, Inc. d/b/a Xxxxxxxxxx'x
Casino and Hotel Tunica. (Contract No. C82 1-09) (Agreement may be assigned
provided purchaser acquires substantially all assets, uses them in the operation
of a casino and assumes in writing all of Fitzgeralds' obligations).

88. Billboard Contract, dated April 1, 2001, between Sanlyn
Outdoor Advertising, Inc. and Fitzgeralds Mississippi,, Inc. d/b/a Xxxxxxxxxx'x
Casino and Hotel Tunica. (Contract No. C82l-l6) (Agreement may be assigned
provided purchaser acquires substantially all assets, uses them in the operation
of a casino and assumes in writing all of Fitzgeralds' obligations).

89. Billboard Contract, dated April 1, 2001, between Sanlyn
Outdoor Advertising, Inc. and Fitzgeralds Mississippi,, Inc. d/b/a Xxxxxxxxxx'x
Casino and Hotel Tunica. (Contract No. C82l-26) (Agreement may be assigned
provided purchaser acquires substantially all assets, uses them in the operation
of a casino and assumes in writing all of Fitzgeralds' obligations).

90. Billboard Contract, dated April 1, 2001, between Sanlyn
Outdoor Advertising, Inc. and Fitzgeralds Mississippi,, Inc. d/b/a Xxxxxxxxxx'x
Casino and Hotel Tunica. (Contract No. C82l-25) (Agreement may be assigned
provided purchaser acquires substantially all assets, uses them in the operation
of a casino and assumes in writing all of Fitzgeralds' obligations).

91. Billboard Contract, dated January 1, 2001, between Sanlyn
Outdoor Advertising, Inc. and Fitzgeralds Mississippi,, Inc. d/b/a Xxxxxxxxxx'x
Casino and Hotel Tunica. (Contract No. C82 1-21) (Agreement may be assigned
provided purchaser acquires substantially all assets, uses them in the operation
of a casino and assumes in writing all of Fitzgeralds' obligations).

92. Standard Licensing Agreement, dated September 17, 2001,
between Xxxxxxx Investigations, Inc. and Fitzgeralds Mississippi, Inc. and
Addendum. (Agreement may be assigned to purchaser that acquires all or
substantially all assets of Seller and uses them in the operation of a casino,
provided that assignee assumes in writing all of Fitzgeralds' obligations.)

CONTRACTS AMENDED

93. Playing Card Purchase Contract, dated February 27, 2001,
between GEMACO Playing Card Company and Xxxxxxxxxx'x Tunica. (No assignment
without the prior written consent of Gemaco Playing Card Company.)

AMENDED

SCHEDULE 2.19

PARENT'S AND SELLERS' CONTRACTS

000 XXXX XXXXXX LIMITED LIABILITY COMPANY

(i)(ii) BREACH OR DEFAULT

CONTRACTS DELETED

1. Loan and Security Agreement, dated October 29, 1998, by and
between Fitzgeralds Gaming Corporation and Foothill Capital Corporation (Section
7.9).

(iii)(a) CONSENT REQUIRED

CONTRACTS ADDED

2. Standard Form of Construction Agreement, dated December 27,
2000, between 000 Xxxx Xxxxxx Limited Liability Company and Restriction
Corporation.

3. Abbreviated Standard Form of Agreement, between Architect
and Owner, dated January 5, 2001, between 000 Xxxx Xxxxxx Limited Company and
HNTB Corporation.

4. Colorado Xxxxxx Xxxxxx Participation Agreement (Coin. Order
No. 82006), dated April 5, 2001, between 000 Xxxx Xxxxxx Limited Liability
Company d/b/a Fitzgeralds and IGT. (Agreement may not be assigned without prior
written consent of IGT).

5. Colorado Addams Family Nickel Progressive Agreement (Corn.
Order No. 71585), dated January 2, 2001, between 000 Xxxx Xxxxxx Limited
Liability Company d/b/a Fitzgeralds and LGT. (Agreement may not be assigned
without prior written consent of IGT).

6. IGT - 50 Play Poker License Agreement (Corn Order No.
90211), between 000 Xxxx Xxxxxx Limited Liability Company d/b/a Fitzgeralds and
IGT. (Agreement may not be assigned without the prior written consent of LGT).

7. Puzzle Pays Game Series Agreement, dated February 3, 2001,
between WMS Gaming Inc. and Fitzgeralds Casino. (Agreement may not be assigned
without the prior written consent of WMS).

8. Multi-Game Agreement, dated December 13, 1999, between
Rocky Mountain Gaming Equipment and Fitzgeralds Casino with Minimum End User
License Agreement and Appendix. (Agreement may not be assigned without the prior
written consent of Rocky Mountain Gaming Equipment).

9. Proprietary Game Lease and License Agreement, dated August
22, 2001, between Atlantic City Coin & Slot Service Company, Inc. and
Fitzgeralds Casino. (Agreement may not be assigned without the prior written
consent of A.C. Coin).

10. Comdata ATM Debit Service Agreement, dated September 1,
1997, between Comdata network, Inc. d/b/a, Comdata Corporation and Fitzgeralds
Gaming Corporation on behalf of 000 Xxxx Xxxxxx LLC (now on a month to month
basis). (Agreement may not be assigned without prior written consent of
Comdata).

11. Outdoor Display Advertising Agreement, dated December 23,
1998, between Innerwest Advertising Agency (advertising agent for 000 Xxxx
Xxxxxx) and Rocky Mountain Outdoor Advertising Company. (If Advertiser's
business is sold, Advertiser shall require successor to agree to discharge
Advertiser's obligation, but Advertiser shall continue to be liable to Rocky
Mountain Advertising for all obligations. Contract may be assigned by Advertiser
with the prior written consent of Rocky Mountain Advertising).

12. Advertising Agreement and Addendum, dated March 16, 2001,
between 101 Main dba Fitzgeralds Casino, Denver Newspaper Agency and Innerwest
Advertising, as amended by Advertising Agreement and Addendum dated August 31,
2001. (Agreement shall not be assigned by Advertiser or Agency without the
express written consent of Publisher.)

(iii)(c) PURCHASER'S ASSUMPTION OF OBLIGATION REQUIRED

CONTRACTS ADDED

13. Non-Exclusive Revocable License Agreement for "Wheel of
Madness" and Addendum, dated February 29, 2001, between A.C. Coin & Slot Service
Co., and Fitzgeralds Black Hawk. (Agreement may be assigned to purchaser
provided that purchaser acquires all or substantially all assets and assumes in
writing all of Fitzgeralds' obligations).

14. Music Service Agreement, dated April 19, 2001, between
Muzak, LLC and Fitzgeralds dba 101 Main. (Agreement may be assigned to purchaser
that acquires substantially all assets and uses them in the operation of a
casino, provided that assignee assumes in writing all of Fitzgeralds'
obligations).

15. Carbon Dioxide Supply and Equipment Lease Agreement,
effective March 13, 2001, between Praxair and Fitzgeralds Casino-Black Hawk and
Addendum. (Fitzgeralds may assign without consent to any affiliate or party
acquiring all or substantially all of the business assets if assignee assumed in
writing the obligations of Fitzgeralds and written assumption is delivered to
Praxair). (Agreement may be assigned to purchaser that acquires substantially
all assets and uses them in the operation of a casino, provided that assignee
assumes in writing all of Fitzgeralds' obligations).

16. Monopoly Participation Agreement and Addendum, dated March
16, 2001, between Fitzgeralds Hotel and Casino and WMS Gaming, Inc. (Fitzgeralds
may assign to person or entity that purchase all or substantially all of its
assets and uses them for the operation of a casino, provided that: (I) the
assignee assumes all of Fitzgeralds obligations in writing; (2) the Assignee has
all the appropriate licenses; and (3) Fitzgeralds has provided written notice of
any such potential assignment upon approval 6f purchase by the Bankruptcy
Court.)

17. Commercial Services Agreement, dated July 28, 2001,
between Acurid and Fitzgeralds Casino. (Fitzgeralds may assign to purchaser who
acquires all or substantially

all assets, uses them for the operation of a casino, and assumes in writing all
of customer's obligations under the contract.)

FITZGERALDS LAS VEGAS. INC.

(i)(ii) BREACH OR DEFAULT

CONTRACTS DELETED

18. Lease Agreement-Building Systems, dated February 17, 1999,
by and between Simplex Time Recorder Co. and Fitzgeralds Las Vegas, Inc.
(Simplex may terminate agreement if FLVI leases to do business.)

19. License Agreement, dated September 11, 1995, between
Holiday Inns Franchising, Inc. and Xxxxxxxxxx'x Las Vegas, Inc.

20. Loan and Security Agreement, dated October 29, 1998, by
and between Fitzgeralds Gaming Corporation and Foothill Capital Corporation
(Section 7.9).

(iii)(a) CONSENT REQUIRED

CONTRACTS ADDED

21. Master Lease Agreement, dated October 30, 2000, between
Fitzgeralds Las Vegas, Inc. dba Fitzgeralds Casino/Hotel Las Vegas and IGT
(Master Lease Agreement No. 103180).

22. Administrative Service Agreement, dated January 1, 2001,
between Fitzgeralds Las Vegas, Inc. and Employers Unity. (Agreement contains no
specific clause but agreement may not be modified unless modification is in
writing and signed by both parties.)

CONTRACTS AMENDED

23. Service Agreement, dated September 1, 1999, between
Xxxxxxxx Communications Solutions, LLC (now Nextira LLC) and Xxxxxxxxxx'x Las
Vegas Inc. and Addendum, as renewed by letter dated September 4, 2001.

24. Multi-Game Agreement, dated January 28, 1998, between
Anchor Games(TM) and Xxxxxxxxxx'x Las Vegas, Inc., d/b/a Xxxxxxxxxx'x Casino
Hotel, as modified by the following: that certain Video Wheel of Fortune(R)
Participation Appendix-Nevada to Anchor Games(TM) MultiGame Agreement, dated
October 15, 1999; (2) that certain Totem Pole(TM) Appendix-Participation to
Anchor Games(TM) Multi-Game Agreement, dated January 10, 2000, that certain
Totem Pole(TM) Additional Equipment Addendum, dated August 23, 2000 (3) that
certain Money Mine(TM) Appendix-Participation to Anchor Games(TM) Multi-Game
Agreement, dated October 26, 1999; (4) that certain Pick-n-Pop(TM) Appendix-Flat
Lease to Anchor Games(TM) Multi-Game Agreement, dated January 6, 2000; (5) that
certain I Dream of Xxxxxxx(TM) Appendix - Lease/Participation to Anchor
Games(TM) Multi-Game Agreement, dated October 12, 2000; (6) that certain Flip
Flop(TM) Appendix-Flat Lease to Anchor Games(TM) Multi-Game Agreement, dated
October 25, 2000; (7) that certain Big Wheel of Gold(TM) Appendix -
Participation to Anchor

Games(TM) Multi-Game Agreement, dated November 10, 2000; (8) that certain Anchor
Video conversion Kit Flat Lease Appendix, dated March 30, 2001 (6 Flip-Flop
Gaming Devices); (9) that certain Anchor Video Conversion Kit Flat Lease
Appendix to Anchor Games(TM) Multi-Game Agreement (6 Pick-n-Pop gaming devices);
(10) that certain Barcrest Conversion Kit Flat Lease Appendix to Anchor Games(R)
Multi-Game Agreement, dated March 30, 2001 (4 Barcrest Gaming Devices); (11)
that certain 2nd Chance 7's(TM) Conversion Kit Flat Lease Appendix to Anchor
Games(R) Multi-Game Agreement, dated March 30, 2001; (12) that certain Anchor
Video Conversion Kit Flat Lease Appendix to Anchor Games(TM) Multi-Game
Agreement, dated February 7, 2001; and (13) that certain Totem Pole Appendix -
Participation, dated March 30, 2001 (6 Totem Pole gaming devices).

25. Lease Agreement-Building Systems, dated February 17, 1999,
by and between Simplex Time Recorder Co. and Fitzgeralds Las Vegas, Inc., as
amended by Letter dated August 8, 2000. (Prior written consent required for
assignment).

26. Service Order and Agreement, dated April 28, 2000 between
NextLink and Fitzgeralds Casino Hotel, Certificate of Insurance for NextLink and
Building Access Agreement, dated May 17, 2000, between Xxxx X. Xxxxxx, Xxxxxxx
XxXxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, the Xxxx 0. Xxxxxx 1931 Trust and
Telecommunications of Nevada, LLC, d/b/a NextLink Nevada (now X/O
Communications) (unsigned), as renewed by Right of Entry and License Agreement,
dated June 8, 2001, between X/O Communications and Fitzgeralds Las Vegas.

27. Playing Card Purchase Contract, dated February 27, 2001,
between GEMACO Playing Card Company and Xxxxxxxxxx'x Las Vegas, Inc. (No
assignment without the prior written consent of Gemaco Playing Card Company.)

(iii)(c) PURCHASER'S ASSUMPTION OF OBLIGATION REQUIRED

CONTRACTS ADDED

28. Transit Display Advertising Contract, dated February 9,
2001, between Regional Transportation Commission and Fitzgeralds Las Vegas, Inc.
(Agreement may be assigned to purchaser that acquires substantially all assets
and uses them in the operation of a casino, provided that assignee assumes in
writing all of Fitzgeralds' obligations).

29. Advertising Space Lease Agreement, dated February 14,
2001, by and between The Fremont Street Experience Limited Liability Company and
Fitzgeralds Casino/Holiday Inn Hotel (Block 1, Directory A, panel facing west).
(Agreement may be assigned to purchaser that acquires substantially all assets
and uses them in the operation of a casino, provided that assignee assumes in
writing all of Fitzgeralds' obligations).

30. Fremont Street Experience Sound and Light Show Sponsorship
Agreement, dated February 8, 2001, between Fremont Street Experience LLC and
Fitzgeralds Casino Holiday Inn. (Agreement may be assigned to purchaser that
acquires substantially all assets and uses them in the operation of a casino,
provided that assignee assumes in writing all of Fitzgeralds' obligations).

31. Standard License Agreement, dated January 9, 2001, between
Xxxxxxx Investigations, Inc. and Fitzgeralds Las Vegas, Inc. (Agreement may be
assigned to purchaser that acquires substantially all assets and uses them in
the operation of a casino, provided that assignee assumes in writing all of
Fitzgeralds' obligations).

32. Wide Area Network Services Agreement, dated January 18,
2001, between Bally Gaming, Inc. and Fitzgeralds Las Vegas, Inc. and Addendum
(Blondie(TM) Link) as modified by that certain Agreement for Compliance, dated
July 18, 2001, and that certain Hold Harmless Agreement, dated January 18, 2001.
(Agreement may be assigned to purchaser that acquires substantially all assets
and uses them in the operation of a casino, provided that assignee assumes in
writing all of Fitzgeralds obligations).

33. Fremont Street Experience Sound and Light Show Sponsorship
Agreement, dated February 8, 2001, between Fremont Street Experience LLC and
Fitzgeralds Casino Holiday Inn. (Agreement may be assigned to purchaser that
acquires substantially all assets and uses them in the operation of a casino,
provided that assignee assumes in writing all of Fitzgeralds' obligations).

34. Data Storage and Service Agreement, dated January 29,
2001, between Fitzgeralds Casino and Arcus Data Security, Inc. (Agreement may be
assigned to purchaser that acquires substantially all assets and uses them in
the operation of a casino, provided that assignee assumes in writing all of
Fitzgeralds' obligations).

35. Letter Agreement, dated November 9, 1995, between
Coca-Cola Fountain and Fitzgeralds Las Vegas, Inc., as modified by letter dated
January 22, 2001. (Agreement is now month to month). (In the event a third party
acquires Fitzgeralds Las Vegas, Fitzgeralds Las Vegas shall cause the acquiring
party to ratify the Agreement and assume all obligations.)

36. Lease Agreement, dated April 25, 2001, between Fitzgeralds
Las Vegas and Dollar Rent A Car Systems, Inc. (Agreement may be assigned to
purchaser provided that purchaser acquires substantially all assets and assumes
in writing all of Fitzgeralds' obligations).

37. Service Agreement, dated April 20, 2001, between Flowers
Plus Inc. and Fitzgeralds Las Vegas, Inc. (Agreement may be assigned to
purchaser that acquires substantially all assets and uses them in the operation
of a casino, provided that assignee assumes in writing all of Fitzgeralds'
obligations).

38. Fremont Street Experience Sound and Light Show Sponsorship
Agreement and Addendum, dated February 8, 2001, between Fitzgeralds Casino!
Holiday Inn and Fremont Street Experience LLC, (7 p.m. show). (Agreement may be
assigned to purchaser provided that purchaser acquires all or substantially all
assets and assumes in writing all of Fitzgeralds' obligations).

39. Fremont Street Experience Sound and Light Show Sponsorship
Agreement and Addendum, dated February 8, 2001, between Fitzgeralds Casino!
Holiday Inn and Fremont Street Experience LLC, (10 p.m. show). (Agreement may be
assigned to purchaser provided that purchaser acquires all or substantially all
assets and assumes in writing all of Fitzgeralds' obligations).

40. Xxxxxx Xxxxxx Participation Agreement and Xxxxxxxx, XX
#00000, dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.
(Fitzgeralds may assign its rights and obligations provided the purchaser
acquires all or substantially all assets, uses them in the operation of a casino
and assumes all of Fitzgeralds' obligations in writing.)

41. Xxxxxx Xxxxxx Participation Agreement and Xxxxxxxx, XX
#00000, dated April 24, 2001, between IGT and Fitzgeralds Las Vegas, Inc.
(Fitzgeralds may assign its rights and obligations provided the purchase
acquires all or substantially all assets and uses them in the operation of a
casino and assumes all of Fitzgeralds' obligations in writing.)

42. Space Lease Agreement, dated June 12, 2001, between
Fitzgeralds Las Vegas, Inc. and Paramount Marketing Consultants, Inc.
(Fitzgeralds may assign its rights and obligations provided the purchase
acquires all or substantially all assets and uses them in the operation of a
casino and assumes all of Fitzgeralds' obligations in writing.)

43. Agreement dated July 24, 2001 between The Stamp Vendor and
Fitzgeralds Las Vegas Inc. (Agreement may be assigned to purchaser that acquires
substantially all assets and uses them in the operation of a casino, provided
that assignee assumes in writing all of Fitzgeralds' obligations).

44. Service Agreement and Addendum, dated June 1, 2001,
between Fitzgeralds Las Vegas, Inc. dba Fitzgeralds Casino/Hotel and Complient.
(Agreement may be assigned to purchaser that acquires substantially all assets
and uses them in the operation of a casino, provided that assignee assumes in
writing all of Fitzgeralds' obligations).

45. Subscriber Agreement and Addendum, dated July 1, 2001,
between Promotions on Hold and Fitzgeralds Las Vegas, Inc. (Agreement may be
assigned to purchaser that acquires substantially all assets and uses them in
the operation of a casino, provided that assignee assumes in writing all of
Fitzgeralds' obligations).

46. Rooftop Space Agreement, dated April 25, 2001, between
Fitzgeralds Las Vegas, Inc. and Valley Broadcasting Company d/b/a KVBC-TV.
(Agreement may be assigned to purchaser that acquires substantially all assets
and uses them in the operation of a casino, provided that assignee assumes in
writing all of Fitzgeralds' obligations).

CONTRACTS AMENDED

47. Lease Agreement, dated January 15, 1998, between
Fitzgeralds Las Vegas, Inc. and Motorola, Inc. (rooftop lease), as assumed by
Pinnacle Towers, Inc. in that certain General Assignment, Xxxx of Sale and
Assumption of Liabilities dated August 31, 1999. (FLVI does not need to obtain
Pinnacle's consent; however, after the assignment, FLVI remains liable to
Pinnacle for the performance of all terms and conditions of the lease).

FITZGERALDS MISSISSIPPI, INC.

(i)(ii) BREACH OR DEFAULT

CONTRACTS ADDED

48. License and Maintenance Agreement, dated December 4, 2000,
between Advanced Casino Systems Corporation and Fitzgeralds-Casino Tunica and
Addendum to Agreement, dated December 4, 2000. (License is non-transferable.)

49. Software License Agreement, dated May 5, 1995, between
Fitzgeralds Tunica and IGT. (License in non-transferable, but Paragraph 10
entitled "general" states that, agreement may not be assigned without prior
written consent of LGT.)

50. Netware(R) Software Upgrade License. (License is
non-transferable.)

51. Novell Network Software License Agreement. (License may
not be transferred without permission of Novell.)

CONTRACTS DELETED

52. Loan and Security Agreement, dated October 29, 1998, by
and between Fitzgeralds Gaming Corporation and Foothill Capital Corporation
(Section 7.9).

(iii)(a) CONSENT REQUIRED

CONTRACTS ADDED

53. Service Plan Agreement, dated November 20, 2000, between
VingCard, Inc. and Fitzgeralds Casino.

(iii)(b) NOTIFICATION REQUIRED

54. IGT Software License Agreement (CO 20748), between
Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds Tunica and IGT. (If Fitzgeralds
sells or otherwise transfers an 80960 product to a third party, Fitzgeralds
agrees to notify IGT in writing within 5 days of such transfer.)

(iii)(c) PURCHASER'S ASSUMPTION OF OBLIGATION REQUIRED

CONTRACTS ADDED

55. Mississippi Jeopardy! Nickel Progressive Agreement (Coin.
Order No. 72542), dated January 5, 2001, between IGT and Fitzgeralds
Mississippi, Inc. d/b/a Fitzgeralds Tunica and addendums dated February 22, 2001
(Purchaser may assume contract provided it assumes in writing all of Seller's
obligations). (Agreement may be assigned to purchaser that acquires
substantially all assets and uses them in the operation of a casino, provided
that assignee assumes in writing all of Fitzgeralds' obligations).

56. Multi-Game Agreement, dated January 15, 1999, between
Anchor Coin, dba Anchor Games and Fitzgeralds Casino as amended by that certain
Barcrest(TM) Appendix-Flat Lease, dated December 6, 2000, as amended by that
certain Totem Pole(TM) Appendix Flat Lease, dated March 7, 2001, as amended by
that certain I Dream of Xxxxxxx(TM) Appendix Flat Lease, dated February 7, 2001,
as amended by that certain Big Wheel Appendix, dated February 7, 2001, as
amended by that certain Totem Pole(TM) Appendix - Flat Lease, dated February 17,
1999,

as amended by that certain I Dream of Xxxxxxx Appendix - Flat Lease, dated June
1, 2001 between Anchor Games and Fitzgeralds Casino. (Purchaser may assume
contract provided: (1) it assumes in writing all of Seller's obligations; (2) a
copy of the assumption is provided to Anchor Coin; and (3) Seller has provided
written notice of the potential assignment upon approval of Purchaser in
Bankruptcy Court). (Agreement may be assigned to purchaser that acquires
substantially all assets and uses them in the operation of a casino, provided
that assignee assumes in writing all of Fitzgeralds' obligations).

57. Proprietary Game Lease and License Agreement, dated
February 22, 2001, between Atlantic City Coin and Slot Service Company, Inc. and
Fitzgeralds Casino. (Agreement may be assigned to purchaser that acquires
substantially all assets and uses them in the operation of a casino, provided
that assignee assumes in writing all of Fitzgeralds' obligations).

58. Memorandum of Agreement, dated February 9, 2001, between
Brinks, Inc. and Fitzgeralds Mississippi, Inc. (Agreement may be assigned to
purchaser that acquires substantially all assets and uses them in the operation
of a casino, provided that assignee assumes in writing all of Fitzgeralds'
obligations).

59. Confidential Lease/Purchase Security Agreement and
Addendum, dated June 7, 2001, between Bally Gaming, Inc. and Fitzgeralds
Mississippi, Inc. (Fitzgeralds may assign its rights and obligations provided
the purchaser acquires all or substantially all assets, uses them in the
operation of a casino and assumes all of Fitzgeralds' obligations in writing.)

60. Wide Area Network Services, Product Description -
Millionaire Sevens(TM) and Addendum, dated June 26, 2001, between Bally Gaming,
Inc. and Fitzgeralds Mississippi, Inc. (Fitzgeralds may assign its rights and
obligations provided the purchaser acquires all or substantially all assets,
uses them in the operation of a casino and assumes all of Fitzgeralds'
obligations in writing.)

61. Wide Area Network Services, Product Description -
Blondie(TM) Link and Addendum, dated June 26, 2001, between Bally Gaming, Inc.
and Fitzgeralds Mississippi, Inc. (Fitzgeralds may assign its rights and
obligations provided the purchaser acquires all or substantially all assets,
uses them in the operation of a casino and assumes all of Fitzgeralds'
obligations in writing.)

62. Proprietary Game Lease and License Agreement, dated
February 22, 2001, between Atlantic City Coin and Slot Service Company, Inc. and
Fitzgeralds Casino, as amended on February 9, 2001. (Customer may assign the
Agreement to any person or entity that purchases all or substantially all of its
assets and uses the same for the operation of a casino, provided the assignee
assumes in writing all of Customer's obligations under the Agreement. Upon any
such assignment and assumption, Customer shall have no further obligations under
the Agreement, other than for such obligations as may have accrued prior to the
effective date of the assignment and assumption.)

63. Mississippi Wheel of Fortune Half Dollar Progressive
Agreement (CO number 78253) dated May 2, 2001, between IGT and Fitzgeralds
Tunica, and Addendum. (Agreement may be assigned to purchaser that acquires
substantially all assets and uses them in

the operation of a casino, provided that assignee assumes in writing all of
Fitzgeralds' obligations).

64. Mississippi-Xxxxxx Xxxxxx Rental and Servicing Agreement
(CO number 82028) dated May 2, 2001, between IGT and Fitzgeralds Tunica and
Addendum. (Agreement may be assigned to purchaser that acquires substantially
all assets and uses them in the operation of a casino, provided that the
assignee assumes in writing all of Fitzgeralds' obligations).

65. Purchaser's Contract Agreement, dated April 12, 2001,
between Fitzgeralds Mississippi, Inc. and the Legends of Doo Wop, through
representation by X. Xxxxxxx Productions. (Fitzgeralds Mississippi, Inc. may
assign to purchaser who acquires substantially all of its assets provided the
assignee assigns in writing all of Fitzgeralds Mississippi, Inc.'s obligations.)

66. Service Contract/Addendum for Chipper Champ Serial Number
1134, dated June 21, 2001, between TCS America, Inc. and Fitzgeralds
Mississippi, Inc. Fitzgeralds may assign to purchaser who acquires all or
substantially all assets, uses them for the operation of a casino and assumes in
writing all of customer's obligations under the Contract. (Agreement may be
assigned to purchaser that acquires substantially all assets and uses them in
the operation of a casino, provided that assignee assumes in writing all of
Fitzgeralds' obligations).

67. Service Contract/Addendum for 2 Winning Number Roulette
Displays, dated June 21, 2001, between TCS America, Inc. and Fitzgeralds
Mississippi, Inc. Fitzgeralds may assign to purchaser who acquires all or
substantially all assets, uses them for the operation of a casino and assumes in
writing all of customer's obligations under the Contract. (Agreement may be
assigned to purchaser that acquires substantially all assets and uses them in
the operation of a casino, provided that assignee assumes in writing all of
Fitzgeralds' obligations).

68. Maintenance Agreement and Addendum, dated July 6, 0000,
xxxxxxx Xxxxx (XXX) and Fitzgeralds Mississippi, Inc. (Fitzgeralds may assign
its rights and obligations provided the purchaser acquires all or substantially
all assets, uses them in the operation of a casino and assumes all of
Fitzgeralds' obligations in writing.)

69. Sign Lease Agreement and Addendum, dated July 1, 2001,
between X.X. Xxxxxx, d.b.a. D.C. Partner Enterprises and Fitzgeralds
Mississippi, Inc. (Fitzgeralds may assign its rights and obligations provided
the purchaser acquires all or substantially all assets, uses them in the
operation of a casino and assumes all of Fitzgeralds' obligations in writing.)

55. Agreement and Addendum (SO 15059), dated July 12, 2001,
between WMS Gaming and Fitzgeralds Casino. (Fitzgeralds may assign its rights
and obligations provided the purchaser acquires all or substantially all assets,
uses them in the operation of a casino and assumes all of Fitzgeralds'
obligations in writing.)

56. SESAC Performance License for Restaurants, Nightclubs and
Taverns and Addendum, dated August 14, 2001. (Agreement may be assigned to
purchaser that acquires substantially all assets and uses them in the operation
of a casino, provided that assignee assumes in writing all of Fitzgeralds'
obligations).

57. Purchase Contract Agreement, dated June 5, 2001, between
Fitzgeralds Mississippi, Inc. and Xxxxx Xxxx through representation by T.
Skeroma Productions. (Agreement may be assigned to purchaser that acquires
substantially all assets and uses them in the operation of a casino, provided
that assignee assumes in writing all of Fitzgeralds' obligations).

58. Bally Confidential Lease/Purchase Agreement, dated August
4, 2001, between Fitzgeralds Casino Tunica and Bally Gaming, Inc. (Agreement may
be assigned to purchaser that acquires substantially all assets and uses them in
the operation of a casino, provided that assignee assumes in writing all of
Fitzgeralds' obligations).

59. Billboard Contract, dated July 1, 2001, between Sanlyn
Outdoor Advertising, Inc. and Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds
Hotel and Casino Tunica (Contract no. C82 1-09). (Agreement may be assigned to
purchaser that acquires substantially all assets and uses them in the operation
of a casino, provided that assignee assumes in writing all of Fitzgeralds'
obligations).

60. Billboard Contract, dated April 1, 2001, between Sanlyn
Outdoor Advertising Inc. and Fitzgeralds Mississippi d/b/a Fitzgeralds Hotel &
Casino Tunica (Contract No. C82-25). (Agreement may be assigned to purchaser
that acquires substantially all assets and uses them in the operation of a
casino, provided that assignee assumes in writing all of Fitzgeralds'
obligations).

61. Billboard Contract, dated April 1, 2001, between Sanlyn
Outdoor Advertising, Inc. and Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds
Hotel and Casino Tunica (Contract no. C821-16). (Agreement may be assigned to
purchaser that acquires substantially all assets and uses them in the operation
of a casino, provided that assignee assumes in writing all of Fitzgeralds'
obligations).

62. Billboard Contract, dated April 1, 2001, between Sanlyn
Outdoor Advertising, Inc. and Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds
Hotel and Casino Tunica (Contract no. C821-26). (Agreement may be assigned to
purchaser that acquires substantially all assets and uses them in the operation
of a casino, provided that assignee assumes in writing all of Fitzgeralds'
obligations).

63. Billboard Contract, dated January 1, 2001, between Sanlyn
Outdoor Advertising, Inc. and Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds
Hotel and Casino Tunica (Contract no. C821-21). (Agreement may be assigned to
purchaser that acquires substantially all assets and uses them in the operation
of a casino, provided that assignee assumes in writing all of Fitzgeralds'
obligations).

64. Standard Licensing Agreement, dated September 17, 2001,
between Xxxxxxx Investigations, Inc. and Fitzgeralds Mississippi, Inc. and
Addendum. (Agreement may be assigned to purchaser that acquires all or
substantially all assets of Seller and uses them in the operation of a casino,
provided that assignee assumes in writing all of Fitzgeralds' obligations.)

65. Non-Exclusive Revocable License Agreement "21Madne$$",
dated January 21, 1999, between Atlantic City Coin & Slot Service Company and
Xxxxxxxxxx'x Casino as modified by those certain Letter Addenda, dated February
22, 2001, April 20, 2001 and September 25, 2001. (Agreement may be assigned to
purchaser that acquires substantially all assets and uses them in the operation
of a casino, provided that assignee assumes in writing all of Fitzgeralds'
obligations).

AMENDED

SCHEDULE 6.05

THIRD PARTY CONSENTS

FITZGERALDS MISSISSIPPI, INC.

CONTRACTS AMENDED

1. IGT Software Maintenance Agreement, dated May 5, 1995
between Fitzgeralds Tunica and IGT.

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EXHIBIT 2.3 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment"), dated as of November 1, 2001, is entered into by and among MAJESTIC INVESTOR HOLDINGS, LLC, a Delaware limited...

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