
<PAGE>   1
                                                                      Exhibit 1

                             BOYD GAMING CORPORATION

                               5,337,786 Shares(1)

                                  Common Stock

                                ($.01 par value)

                             Underwriting Agreement

                                                              New York, New York
                                                              September , 1996

Salomon Brothers Inc
Goldman, Sachs & Co.
Montgomery Securities
Raymond James & Associates, Inc.
As Representatives of the several Underwriters,

c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048

Dear Sirs:

         Boyd Gaming Corporation, a Nevada corporation (the "Company"), proposes
to issue and sell to the underwriters named in Schedule I hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, 4,000,000 shares of Common Stock, $.01 par value ("Common
Stock"), of the Company and the persons named in Schedule II hereto (the
"Selling Stockholders") propose to sell to the Underwriters an aggregate of
1,337,786 shares of Common Stock (said shares to be issued and sold by the
Company and shares to be sold by the Selling Stockholders collectively being
hereinafter called the "Underwritten Securities"). The Company and certain
Selling Stockholders also propose to grant to the Underwriters options to
purchase an aggregate of up to 730,000 additional shares of Common Stock (the
"Option Securities"; the Option Securities, together with the Underwritten
Securities, being hereinafter called the "Securities").

- --------

         (1)Plus options to purchase from Boyd Gaming Corporation and certain
Selling Stockholders an aggregate of up to 730,000 additional shares to cover
over-allotments.




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                  1. Representations and Warranties. (a) The Company represents
and warrants to, and agrees with, each Underwriter as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in paragraph (c)
hereof.

                  (i) The Company meets the requirements for use of Form S-3
         under the Securities Act of 1933 (the "Act") and has filed with the
         Securities and Exchange Commission (the "Commission") a registration
         statement (file number 333-05521) on such Form, including a related
         Preliminary Prospectus, for the registration under the Act of the
         offering and sale of the Securities. The Company may have filed one or
         more amendments thereto, including the related Preliminary Prospectus,
         each of which has previously been furnished to you. The Company will
         next file with the Commission either (i) prior to effectiveness of such
         registration statement, a further amendment to such registration
         statement (including the form of final prospectus) or (ii) after
         effectiveness of such registration statement, a final prospectus in
         accordance with Rules 430A and 424(b)(1) or (4). In the case of clause
         (ii), the Company has included in such registration statement, as
         amended at the Effective Date, all information (other than Rule 430A
         Information) required by the Act and the rules thereunder to be
         included in the Prospectus with respect to the Securities and the
         offering thereof. As filed, such amendment and form of final
         prospectus, or such final prospectus, shall contain all Rule 430A
         Information, together with all other such required information, with
         respect to the Securities and the offering thereof and, except to the
         extent the Representatives shall agree in writing to a modification,
         shall be in all substantive respects in the form furnished to you prior
         to the Execution Time or, to the extent not completed at the Execution
         Time, shall contain only such specific additional information and other
         changes (beyond that contained in the latest Preliminary Prospectus) as
         the Company has advised you, prior to the Execution Time, will be
         included or made therein;

                  (ii) On the Effective Date, the Registration Statement did or
         will, and when the Prospectus is first filed (if required) in
         accordance with Rule 424(b) and on the Closing Date (as defined herein)
         and on any date




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         on which shares sold in respect of the Underwriters' over-allotment
         option are purchased, if such date is not the Closing Date (the
         "Settlement Date"), the Prospectus (and any supplements thereto) will,
         comply in all material respects with the applicable requirements of the
         Act and the rules thereunder; on the Effective Date, the Registration
         Statement did not or will not contain any untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary in order to make the statements therein not
         misleading; and, on the Effective Date, the Prospectus, if not filed
         pursuant to Rule 424(b), did not or will not, and on the date of any
         filing pursuant to Rule 424(b) and on the Closing Date and the
         Settlement Date, the Prospectus (together with any supplement thereto)
         will not, include any untrue statement of a material fact or omit to
         state a material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading; provided, however, that the Company makes no
         representations or warranties as to the information contained in or
         omitted from the Registration Statement or the Prospectus (or any
         supplements thereto) in reliance upon and in conformity with
         information furnished in writing to the Company by or on behalf of any
         Underwriter through the Representatives specifically for inclusion in
         the Registration Statement or the Prospectus (or any supplement
         thereto);

                  (iii) The terms which follow, when used in this Agreement,
         shall have the meanings indicated. The term the "Effective Date" shall
         mean each date that the Registration Statement and any post-effective
         amendment or amendments thereto became or become effective. "Execution
         Time" shall mean the date and time that this Agreement is executed and
         delivered by the parties hereto. "Gaming Authority" shall mean any of
         the Nevada Gaming Commission, the Nevada Gaming Control Board, the
         Mississippi Gaming Commission, the Mississippi State Tax Commission,
         the Missouri Gaming Commission, the National Indian Gaming Commission,
         the Bureau of Indian Affairs, the Illinois Gaming Board and any other
         agency (including, without limitation, any agency established by a
         federally-recognized Indian tribe to regulate gaming on such tribe's
         reservation) which has, or may at any time have, jurisdiction over the
         gaming activities of the Company or any of its




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         subsidiaries or any successor to such authority. "Preliminary
         Prospectus" shall mean any preliminary prospectus referred to in
         paragraph (a)(i) above and any preliminary prospectus included in the
         Registration Statement at the Effective Date that omits Rule 430A
         Information. "Prospectus" shall mean the prospectus relating to the
         Securities that is first filed pursuant to Rule 424(b) after the
         Execution Time or, if no filing pursuant to Rule 424(b) is required,
         shall mean the form of final prospectus relating to the Securities
         included in the Registration Statement at the Effective Date.
         "Registration Statement" shall mean the registration statement referred
         to in paragraph (a)(i) above, including exhibits and financial
         statements, as amended at the Execution Time (or, if not effective at
         the Execution Time, in the form in which it shall become effective)
         and, in the event any post-effective amendment thereto becomes
         effective prior to the Closing Date (as hereinafter defined), shall
         also mean such registration statement as so amended. Such term shall
         include any Rule 430A Information deemed to be included therein at the
         Effective Date as provided by Rule 430A. "Rule 424" and "Rule 430A"
         refer to such rules under the Act. "Rule 430A Information" means
         information with respect to the Securities and the offering thereof
         permitted to be omitted from the Registration Statement when it becomes
         effective pursuant to Rule 430A. Any reference herein to the
         Registration Statement, a Preliminary Prospectus or the Prospectus
         shall be deemed to refer to and include the documents incorporated by
         reference therein pursuant to Item 12 of Form S-3 which were filed
         under the Exchange Act on or before the Effective Date of the
         Registration Statement or the issue date of such Preliminary Prospectus
         or the Prospectus, as the case may be; and any reference herein to the
         terms "amend", "amendment" or "supplement" with respect to the
         Registration Statement, any Preliminary Prospectus or the Prospectus
         shall be deemed to refer to and include the filing of any document
         under the Exchange Act after the Effective Date of the Registration
         Statement, or the issue date of any Preliminary Prospectus or the
         Prospectus, as the case may be, deemed to be incorporated therein by
         reference. For purposes of this Section 1, "knowledge" of any part with
         respect to any fact shall mean, unless otherwise specified, both that
         such party has actual knowledge of such fact and that after due
         inquiry, such party has no reason to believe to the contrary;




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                  (iv) The Company and its subsidiaries possess such licenses,
         certificates, authorizations, approvals, franchises, permits or other
         rights (including all building permits and all authorizations from any
         applicable Gaming Authority) issued by the appropriate Federal, state
         or other governmental agencies or bodies as are currently necessary (A)
         to conduct the business now operated by it, (B) to execute, deliver and
         perform this Agreement and (C) to consummate the transactions
         contemplated hereby. Except as described in the Registration Statement,
         neither the Company nor any of its subsidiaries has received any notice
         of proceedings or has any reason to believe proceedings are pending or
         contemplated, relating to the revocation or modification of any such
         license, certificate, authorization, approval, franchise, permit or
         other right which, singly or in the aggregate, if the subject of any
         unfavorable decision, ruling or finding, could reasonably be expected
         to have a material adverse effect on the condition (financial or
         other), earnings, business or properties of the Company and its
         subsidiaries taken as a whole; except as described in the Registration
         Statement, to the best knowledge of the Company, neither any Gaming
         Authority nor any other governmental agencies are investigating the
         Company or any related party, other than in ordinary course
         administrative reviews or in any ordinary course review of the
         transactions contemplated hereby;

                  (v) The Company and its subsidiaries have good and marketable
         title in fee simple to, or valid and enforceable leasehold interests
         in, all real property or interests in real property, and all material
         personal property, owned or leased by them (to the extent described in
         the Registration Statement as being owned or leased by them) (subject,
         as to enforcement of remedies, to applicable bankruptcy, moratorium or
         other laws affecting creditors' rights generally from time to time in
         effect and to equitable principles which may limit the right to obtain
         the remedy of specific performance or other injunctive relief) in each
         case free and clear of all liens, encumbrances and defects except such
         as are described in the Registration Statement and the Prospectus or
         such as do not materially affect the aggregate value of such property
         and interests taken as a whole and do not interfere with the use made
         and proposed to be made of such property and interests by the
         Registrants or any of




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         their subsidiaries; and all real and all material personal properties
         held under lease by the Company or any of its subsidiaries are held by
         each of them under valid and enforceable leases (subject, as to
         enforcement of remedies, to applicable bankruptcy, moratorium or other
         laws affecting creditors' rights generally from time to time in effect
         and to equitable principles which may limit the right to obtain the
         remedy of specific performance or other injunctive relief) and the
         interests of the Company or any subsidiary, as the case may be, in such
         leases are free and clear of all material liens, encumbrances and
         defects, and no consent or waiver need be obtained under such leases in
         connection with the execution, delivery and performance of this
         Agreement and the consummation of the transactions contemplated hereby,
         in each case except as disclosed in the Prospectus. The Company and its
         subsidiaries are in compliance in all material respects with the terms
         and conditions of such leases, and such leases are in full force and
         effect; and

                  (vi) The Securities to be sold by the Company have been duly
         authorized for listing, subject to official notice of issuance, on the
         New York Stock Exchange. The Securities to be sold by the Selling
         Stockholders have been duly authorized for listing on the New York
         Stock Exchange.

                  (b) Each Selling Stockholder, severally and not jointly,
represents and warrants to, and agrees with, each Underwriter that:

                  (i) Such Selling Stockholder is the lawful owner of the
         Securities to be sold by such Selling Stockholder hereunder and upon
         sale and delivery of, and payment for, such Securities, as provided
         herein, such Selling Stockholder will convey good and marketable title
         to such Securities, free and clear of all liens, encumbrances, equities
         and claims whatsoever, including, without limitation, any claim or
         interest another Selling Stockholder may have in such Securities.

                  (ii) The sale of Securities by such Selling Stockholder
         pursuant hereto is not prompted by any adverse information concerning
         the Company or any of




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         its subsidiaries which is not set forth in the Prospectus or in any
         supplement thereto.

                  (iii) Such Selling Stockholder has not taken and will not
         take, directly or indirectly, any action designed to or which has
         constituted or which might reasonably be expected to cause or result,
         under the Exchange Act or otherwise, in stabilization or manipulation
         of the price of any security of the Company to facilitate the sale or
         resale of the Securities.

                  (iv) Certificates in negotiable form for such Selling
         Stockholder's Securities have been placed in custody, for delivery
         pursuant to the terms of this Agreement, under a Power of Attorney and
         Custody Agreement executed and delivered by such Selling Stockholder,
         in the form heretofore furnished to you (the "Power of Attorney and
         Custody Agreement") with William S. Boyd, Ellis Landau and Keith Smith,
         as Custodians and Attorneys-in-Fact (the "Custodian"); the Securities
         represented by the certificates so held in custody for each Selling
         Stockholder are subject to the interests hereunder of the Underwriters,
         the Company and the other Selling Stockholders; the arrangements for
         custody and delivery of such certificates, made by such Selling
         Stockholder hereunder and under the Power of Attorney and Custody
         Agreement, are not subject to termination by any acts of such Selling
         Stockholder or the occurrence of any other event, including, without
         limitation, the commencement of any bankruptcy, insolvency or similar
         proceedings involving any Selling Stockholder; and if any such death,
         disability, legal incapacity or any other such event shall occur before
         the delivery of such Securities hereunder, certificates for the
         Securities will be delivered by the Custodian in accordance with the
         terms and conditions of this Agreement and the Power of Attorney and
         Custody Agreement as if such death, disability, legal incapacity or
         other event had not occurred, regardless of whether or not the
         Custodian shall have received notice of such death, disability, legal
         incapacity or other event.

                  (v) No consent, approval, authorization or order of any court
         or governmental agency or body is required for the consummation by such
         Selling Stockholder of the transactions contemplated herein, except
         such as may




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         have been obtained under the Act and such as may be required under the
         blue sky laws of any jurisdiction in connection with the purchase and
         distribution of the Securities by the Underwriters.

                  (vi) Neither the sale of the Securities being sold by such
         Selling Stockholder nor the consummation of any other of the
         transactions herein contemplated by such Selling Stockholder nor the
         fulfillment of the terms hereof by such Selling Stockholder will
         conflict with, result in a breach or violation of, or constitute a
         default under any law or the terms of any indenture, loan or security
         agreement or other agreement or instrument to which such Selling
         Stockholder is a party or bound, or any judgment, order or decree
         applicable to such Selling Stockholder of any court, regulatory body,
         administrative agency, governmental body or arbitrator having
         jurisdiction over such Selling Stockholder.

                  In respect of any statements in or omissions from the
Registration Statement or the Prospectus or any supplements thereto made in
reliance upon and in conformity with information ("Stockholder Information")
furnished in writing to the Company by any Selling Stockholder specifically for
use in connection with the preparation thereof, such Selling Stockholder hereby
represents and warrants to the Underwriters that the Stockholder Information as
set forth in the Registration Statement on the Effective Date did not or will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, and as set forth on the Effective Date, the
Closing Date and the Settlement Date in the Prospectus did not and will not
include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. Each Underwriter acknowledges that
the statements set forth under the heading "Principal and Selling Stockholders"
in the Registration Statement and the Prospectus, as such statements relate to
each Selling Stockholder, constitute the only Stockholder Information furnished
in writing by or on behalf of such Selling Stockholder for inclusion in the
Registration Statement and the Prospectus, and such Selling Stockholder confirms
that such Stockholder Information is correct.




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                  (c) Each Selling Stockholder that is an executive officer or
director of the Company, severally and not jointly, represents and warrants to,
and agrees with, each Underwriter that such Selling Stockholder (i) has no
reason to believe that the representations and warranties of the Company
contained in this Section 1 are not true and correct, (ii) is familiar with the
Registration Statement and (iii) has no knowledge of any material fact,
condition or information not disclosed in the Prospectus or any supplement
thereto which has materially adversely affected or may reasonably be expected to
materially adversely affect the business of the Company or any of its
subsidiaries; provided, however, that the representations in clauses (i) and
(ii) of this paragraph 1(c) shall not be construed as imposing on such Selling
Stockholder the duty to independently investigate or verify the statements made
therein.

                  2. Purchase and Sale. (a) Subject to the terms and conditions
and in reliance upon the representations and warranties herein set forth, the
Company and the Selling Stockholders (collectively, the "Sellers" and,
individually, a "Seller") agree, severally and not jointly, to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to purchase
from the Sellers, at a purchase price of $[     ] per share, the amount of the
Underwritten Securities set forth opposite such Underwriter's name in Schedule I
hereto.

                  (b) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company hereby grants
an option to the several Underwriters to purchase, severally and not jointly, up
to 600,000 shares of the Option Securities at the same purchase price per share
as the Underwriters shall pay for the Underwritten Securities. Subject to the
terms and conditions and in reliance upon the representations and warranties
herein set forth, certain Selling Stockholders specified in Schedule II of this
Agreement hereby grant options to the several Underwriters to purchase,
severally and not jointly, up to 130,000 shares of the Option Securities at the
same purchase price per share as the Underwriters shall pay for the Underwritten
Securities. Said options may be exercised only to cover over-allotments in the
sale of the Underwritten Securities by the Underwriters. Said options may be
exercised in whole or in part (but not more than once) at any time on or before
the 30th day after the date of the Prospectus upon written or




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telegraphic notice by the Representatives to the Company and the Custodian
setting forth the number of shares of the Option Securities as to which the
several Underwriters are exercising the options and the Settlement Date.
Delivery of certificates for the shares of Option Securities by the Company and
the Selling Stockholders, and payment therefor to the Company and the Selling
Stockholders, shall be made as provided in Section 3 hereof. The number of
shares of the Option Securities to be purchased by each Underwriter shall be the
same percentage of the total number of shares of the Option Securities to be
purchased by the several Underwriters as such Underwriter is purchasing of the
Underwritten Securities, subject to such adjustments as the Representatives in
their absolute discretion shall make to eliminate any fractional shares.

                  3. Delivery and Payment. Delivery of and payment for the
Underwritten Securities and the Option Securities (if the option provided for in
Section 2(b) hereof shall have been exercised on or before the second business
day prior to the Closing Date) shall be made at 10:00 a.m., New York City time,
on [           ], 1996 or such later date (not later than [            ], 1996)
as the Representatives shall designate, which date and time may be postponed by
agreement among the Representatives, the Company and the Selling Stockholders or
as provided in Section 9 hereof (such date and time of delivery and payment for
the Securities being herein called the "Closing Date"). Delivery of the
Securities shall be made to the Representatives for the respective accounts of
the several Underwriters against payment by the several Underwriters through the
Representatives of the respective aggregate purchase prices of the Securities
being sold by the Company and by each of the Selling Stockholders to or upon the
order of the Company and the Selling Stockholders by certified or official bank
check or checks drawn on or by a New York Clearing House bank and payable in
next day funds. Delivery of the Underwritten Securities and the Option
Securities shall be made at such location as the Representatives shall
reasonably designate at least one business day in advance of the Closing Date
and payment for such Underwritten Securities and the Option Securities, shall be
made at the office of Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
Avenue, New York, New York. Certificates for the Securities shall be registered
in such names and in such denominations as the Representatives may request not
less than two full business days in advance of the Closing Date.




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                  The Company and the Selling Stockholders agree to have the
Securities available for inspection, checking and packaging by the
Representatives in New York, New York, not later than 1:00 p.m. New York City
time on the business day prior to the Closing Date.

                  Each Selling Stockholder will pay all applicable state
transfer taxes, if any, involved in the transfer to the several Underwriters of
the Securities to be purchased by them from such Selling Stockholder and the
respective Underwriters will pay any additional stock transfer taxes involved in
further transfers.

                  If the option provided for in Section 2(b) hereof is exercised
after the second business day prior to the Closing Date, the Company will
deliver (at the expense of the Company) to the Representatives, at Salomon
Brothers Inc, Seven World Trade Center, New York, New York, on the date
specified by the Representatives (which shall be within two business days after
exercise of said option), certificates for the Option Securities in such names
and denominations as the Representatives shall have requested against payment of
the purchase price thereof to or upon the order of the Company and the Selling
Stockholders by certified or official bank check or checks drawn on or by a New
York Clearing House bank and payable in next day funds. If settlement for the
Option Securities occurs after the Closing Date, the Company and the Selling
Shareholders will deliver to the Representatives on the Settlement Date for the
Option Securities, and the obligation of the Underwriters to purchase the Option
Securities shall be conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date the opinions, certificates
and letters delivered on the Closing Date pursuant to Section 6 hereof.

                  4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.

                  5. Agreements. (a) The Company agrees with the several
Underwriters that:

                  (i) The Company will use its best efforts to cause the
         Registration Statement, if not effective at the Execution Time, and any
         amendment thereof, to become effective. Prior to the termination of the




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                                                                              12

         offering of the Securities, the Company will not file any amendment of
         the Registration Statement or supplement to the Prospectus without the
         prior consent of the Representatives. Subject to the foregoing
         sentence, if the Registration Statement has become or becomes effective
         pursuant to Rule 430A, or filing of the Prospectus is otherwise
         required under Rule 424(b), the Company will cause the Prospectus,
         properly completed, and any supplement thereto to be filed with the
         Commission pursuant to the applicable paragraph of Rule 424(b) within
         the time period prescribed and will provide evidence satisfactory to
         the Representatives of such timely filing. The Company will promptly
         advise the Representatives (A) when the Registration Statement, if not
         effective at the Execution Time, and any amendment thereto, shall have
         become effective, (B) when the Prospectus, and any supplement thereto,
         shall have been filed (if required) with the Commission pursuant to
         Rule 424(b), (C) when, prior to termination of the offering of the
         Securities, any amendment to the Registration Statement shall have been
         filed or become effective, (D) of any request by the Commission for any
         amendment of the Registration Statement or supplement to the Prospectus
         or for any additional information, (E) of the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Registration Statement or the institution or threatening of any
         proceeding for that purpose and (F) of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose. The Company will use
         its best efforts to prevent the issuance of any such stop order and, if
         issued, to obtain as soon as possible the withdrawal thereof.

                  (ii) If, at any time when a prospectus relating to the
         Securities is required to be delivered under the Act, any event occurs
         as a result of which the Prospectus as then supplemented would include
         any untrue statement of a material fact or omit to state any material
         fact necessary to make the statements therein in the light of the
         circumstances under which they were made not misleading, or if it shall
         be necessary to amend the Registration Statement or supplement the
         Prospectus to comply with the Act or the rules thereunder, the Company
         promptly will (A) prepare and file with the Commission, subject to the
         second




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         sentence of paragraph (a)(i) of this Section 5, an amendment or
         supplement which will correct such statement or omission or effect such
         compliance and (B) supply any supplemented Prospectus to you in such
         quantities as you may reasonably request.

                  (iii) As soon as practicable, the Company will make generally
         available to its security holders and to the Representatives an
         earnings statement or statements of the Company and its subsidiaries
         which need not be audited but which will satisfy the provisions of
         Section 11(a) of the Act and Rule 158 under the Act.

                  (iv) The Company will furnish to the Representatives and
         counsel for the Underwriters, without charge, signed copies of the
         Registration Statement (including exhibits thereto) and to each other
         Underwriter a copy of the Registration Statement (without exhibits
         thereto) and, so long as delivery of a prospectus by an Underwriter or
         dealer may be required by the Act, as many copies of each Preliminary
         Prospectus and the Prospectus and any supplement thereto as the
         Representatives may reasonably request. The Company will pay the
         expenses of printing or other production (excluding, except in the case
         of blue sky fees and expenses, the fees and expenses of counsel to the
         Underwriters) of all documents relating to the offering.

                  (v) The Company will arrange for the qualification of the
         Securities for sale under the laws of such jurisdictions as the
         Representatives may designate, will maintain such qualifications in
         effect so long as required for the distribution of the Securities and
         will pay the fee of the National Association of Securities Dealers,
         Inc., ("NASD") in connection with its review of the offering; provided
         that in no event shall the Company be obligated to qualify to do
         business in any jurisdiction where it is not now so qualified or take
         any action that would subject it to service of process in suits (other
         than those arising out of the offer and sale of the Securities) in any
         jurisdiction in which it is not now so subject.

                  (vi) The Company and its subsidiaries will not, for a period
         of 120 days following the Execution Time, without the prior written
         consent of Salomon Brothers




<PAGE>   14


                                                                              14

         Inc, offer, sell or contract to sell, or otherwise dispose of, directly
         or indirectly, or announce the offering of, or cause to be registered
         or announce the registration or intended registration of, any other
         shares of Common Stock or any securities convertible into, or
         exchangeable for, shares of Common Stock; provided, however, that the
         Company may issue and sell Common Stock and grant options pursuant to
         any employee or director stock option plan, stock ownership plan, stock
         purchase plan or dividend reinvestment plan of the Company in effect at
         the Execution Time and the Company may issue Common Stock issuable upon
         the conversion of securities or the exercise of options outstanding at
         the Execution Time).

                  (vii) The Company confirms as of the date hereof that it is in
         compliance with all provisions of Section 1 of the Laws of Florida,
         Chapter 92-198, An Act Relating to Disclosure of Doing Business with
         Cuba, and the Company further agrees that if it commences engaging in
         business with the government of Cuba or with any person or affiliate
         located in Cuba after the date the Registration Statement becomes or
         has become effective with the Securities and Exchange Commission or
         with the Florida Department of Banking and Finance (the "Department"),
         whichever date is later, or if the information reported in the
         Prospectus, if any, concerning the Company's business with Cuba or with
         any person or affiliate located in Cuba changes in any material way at
         any time when a Prospectus relating to the Securities is required to be
         delivered under the Act, the Company will provide the Department notice
         of such business or change, as appropriate, in a form acceptable to the
         Department.

                  (viii) The Company, during the period when the Prospectus is
         required to be delivered under the Act, will file promptly all
         documents required to be filed with the Commission pursuant to Section
         13 or 15(d) of the Exchange Act subsequent to the time the Registration
         Statement becomes effective.

                  (b) Each Selling Stockholder agrees with the several
Underwriters that such Selling Stockholder will not, during the period of 120
days following the Execution Time, without the prior written consent of Salomon
Brothers Inc, offer, sell or contract to sell, or otherwise dispose of, directly
or indirectly, or announce the offering of, or




<PAGE>   15


                                                                              15

exercise any registration rights with respect to, cause to be registered or
announce the registration or intended registration of, any other shares of
Common Stock beneficially owned by such person or by another Selling
Stockholder, or any securities convertible into, or exchangeable for, shares of
Common Stock, other than shares of Common Stock disposed of (i) as bona fide
gifts, or (ii) by the laws of testamentary or intestate descent.

                  6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Underwritten Securities and the
Option Securities, as the case may be, shall be subject to the accuracy of the
representations and warranties on the part of the Company and the Selling
Stockholders contained herein as of the Execution Time, the Closing Date and any
Settlement Date pursuant to Section 3 hereof, to the accuracy of the statements
of the Company and the Selling Stockholders made in any certificates pursuant to
the provisions hereof, to the performance by the Company and the Selling
Stockholders of their obligations hereunder and to the following additional
conditions:

                  (a) If the Registration Statement has not become effective
         prior to the Execution Time, unless the Representatives agree in
         writing to a later time, the Registration Statement will become
         effective not later than (i) 6:00 p.m. New York City time on the date
         of determination of the public offering price, if such determination
         occurred at or prior to 3:00 p.m. New York City time on such date or
         (ii) 12:00 Noon New York City time on the business day following the
         day on which the public offering price was determined, if such
         determination occurred after 3:00 p.m. New York City time on such date;
         if filing of the Prospectus, or any supplement thereto, is required
         pursuant to Rule 424(b), the Prospectus, and any such supplement, will
         be filed in the manner and within the time period required by Rule
         424(b); and no stop order suspending the effectiveness of the
         Registration Statement shall have been issued and no proceedings for
         that purpose shall have been instituted or threatened.

                  (b) The Company shall have furnished to the Representatives
         the opinion of Morrison & Foerster LLP, counsel for the Company, dated
         the Closing Date, to the effect that:




<PAGE>   16


                                                                              16

                           (i) each of the Company and its material subsidiaries
                  has been duly incorporated and is validly existing as a
                  corporation in good standing under the laws of the state of
                  its jurisdiction, with full corporate power and authority to
                  own its properties and conduct its business as described in
                  the Prospectus, and is duly qualified to do business as a
                  foreign corporation and is in good standing under the laws of
                  each jurisdiction which requires such qualification wherein
                  the Company or any of its material subsidiaries owns or leases
                  material properties or conducts material business (except in
                  those jurisdictions in which the failure to be so qualified or
                  in good standing would not have a material adverse effect on
                  the business or financial condition of the Company and its
                  subsidiaries, taken as a whole);

                         (ii) all the outstanding shares of capital stock of the
                  Company and its material subsidiaries have been duly and
                  validly authorized and issued and are fully paid and
                  nonassessable, and all outstanding shares of capital stock of
                  the subsidiaries of the Company are owned by the Company,
                  either directly or through wholly owned subsidiaries, free and
                  clear of any perfected security interest and, to the knowledge
                  of such counsel, after due inquiry, any other security
                  interests, claims, liens or encumbrances;

                       (iii) the Company's authorized equity capitalization is
                  as set forth in the Prospectus; the capital stock of the
                  Company conforms to the description thereof contained in the
                  Prospectus; the Securities to be sold by the Company have been
                  duly and validly authorized, and, when issued and delivered to
                  and paid for by the Underwriters pursuant to this Agreement,
                  will be fully paid and nonassessable; the Securities have been
                  duly authorized for listing, subject in the case of the
                  Securities to be sold by the Company to official notice of
                  issuance, on the New York Stock Exchange; the certificates for
                  the Securities are in valid and sufficient form; and the
                  holders of outstanding shares of capital stock of the Company
                  are not entitled to preemptive or, to such counsel's
                  knowledge, other rights to subscribe for the Securities;




<PAGE>   17


                                                                              17

                         (iv) to the knowledge of such counsel, there is no
                  pending or threatened action, suit or proceeding before any
                  court or governmental agency, authority or body or any
                  arbitrator involving the Company or any of its subsidiaries of
                  a character required to be disclosed in the Registration
                  Statement which is not adequately disclosed therein, and there
                  is no franchise, contract or other document of a character
                  required to be described in the Registration Statement or
                  Prospectus, or to be filed as an exhibit, which is not
                  described or filed as required;

                           (v) the Registration Statement has become effective
                  under the Act; any required filing of the Prospectus, and any
                  supplements thereto, pursuant to Rule 424(b) has been made in
                  the manner and within the time period required by Rule 424(b);
                  to the knowledge of such counsel, no stop order suspending the
                  effectiveness of the Registration Statement has been issued,
                  no proceedings for that purpose have been instituted or
                  threatened and the Registration Statement and the Prospectus
                  (other than the financial statements (including the notes
                  thereto), supporting schedules and other financial and
                  statistical information contained therein as to which such
                  counsel need express no opinion) comply as to form in all
                  material respects with the applicable requirements of the Act
                  and the Exchange Act and the respective rules thereunder;

                         (vi) this Agreement has been duly authorized,
                  executed and delivered by the Company;

                       (vii) no consent, approval, authorization or order of any
                  court or governmental agency or body is required for the
                  consummation of the transactions contemplated herein, except
                  such as have been obtained under the Act and such as may be
                  required under the blue sky laws of any jurisdiction in
                  connection with the purchase and distribution of the
                  Securities by the Underwriters and such other approvals
                  (specified in such opinion) as have been obtained and such as
                  may be required under the gaming laws of the States of Nevada,
                  Mississippi, Missouri, Louisiana or




<PAGE>   18


                                                                              18

                  Illinois and federal laws related to gaming on Indian lands;

                     (viii) neither the issue and sale of the Securities, nor
                  the consummation of any other of the transactions herein
                  contemplated nor the fulfillment of the terms hereof will
                  conflict with, result in a breach or violation of, or
                  constitute a default under any law or the charter or by-laws
                  of the Company or the terms of any indenture or the terms of
                  any other material agreement or instrument known to such
                  counsel and to which the Company or any of its subsidiaries is
                  a party or bound or any judgment, order or decree known to
                  such counsel to be applicable to the Company or any of its
                  subsidiaries of any court, regulatory body, administrative
                  agency, governmental body or arbitrator having jurisdiction
                  over the Company or any of its subsidiaries; and

                         (ix) to the knowledge of such counsel, no holders of
                  securities of the Company or any subsidiary have rights to the
                  registration of such securities under the Registration
                  Statement.

                  In addition, such counsel shall state that, based upon
conferences with the Company's representatives and the Company's accountants
concerning the Registration Statement and the Prospectus, and such counsel's
consideration of the matters required to be stated therein and the statements
contained therein (although such counsel may state that it has not independently
verified the accuracy, completeness or fairness of such statements), nothing has
come to such counsel's attention that leads such counsel to believe that at the
Effective Date the Registration Statement contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading (other than
the financial statements (including the notes thereto), supporting schedules and
other financial and statistical information contained therein as to which such
counsel need express no opinion) or that the Prospectus includes any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading (other than the financial statements (including the notes
thereto), supporting schedules and




<PAGE>   19


                                                                              19

other financial and statistical information contained therein as to which such
counsel need express no opinion).

In rendering such opinion, such counsel may rely as to matters involving the
application of laws of any jurisdiction other than the States of California and
New York or the United States, to the extent they deem proper and specified in
such opinion, upon the opinion of other counsel of good standing whom they
believe to be reliable and who are satisfactory to counsel for the Underwriters
and (B) as to matters of fact, to the extent they deem proper, on certificates
of responsible officers of the Company and public officials. References to the
Prospectus in this paragraph (b) include any supplements thereto at the Closing
Date.

                  (c) The Selling Stockholders shall have furnished to the
         Representatives the opinion of McDonald Carano Wilson McCune Bergin
         Frankovich & Hicks LLP, counsel for the Selling Stockholders, dated the
         Closing Date, to the effect that:

                           (i) this Agreement and the Power of Attorney and
                  Custody Agreement have been duly executed and delivered by the
                  Selling Stockholders, the Power of Attorney and Custody
                  Agreement is valid and binding on the Selling Stockholders and
                  each Selling Stockholder has full legal right and authority to
                  sell, transfer and deliver in the manner provided in this
                  Agreement and the Power of Attorney and Custody Agreement the
                  Securities being sold by such Selling Stockholder hereunder;

                         (ii) assuming the Underwriters have purchased the
                  Securities in good faith and without notice of any adverse
                  claim, upon the delivery by each Selling Stockholder to the
                  several Underwriters of certificates for the Securities being
                  sold hereunder by such Selling Stockholder against payment
                  therefor as provided herein, the several Underwriters will
                  have acquired such Securities free and clear of all liens,
                  encumbrances, equities and claims whatsoever, including,
                  without limitation, any claim or interest another Selling
                  Stockholder may have in such Securities;

                           (iii) to the best knowledge of such counsel, no
                  consent, approval, authorization or order of any




<PAGE>   20


                                                                              20

                  court or governmental agency or body is required for the
                  consummation by any Selling Stockholder of the transactions
                  contemplated herein, except such as may have been obtained
                  under the Act and such as may be required under the blue sky
                  laws of any jurisdiction in connection with the purchase and
                  distribution of the Securities by the Underwriters and such
                  other approvals (specified in such Opinion) as have been
                  obtained; and

                         (iv) to the best knowledge of such counsel, neither the
                  sale of the Securities being sold by any Selling Stockholder
                  nor the consummation of any other of the transactions herein
                  contemplated by any Selling Stockholder or the fulfillment of
                  the terms hereof by any Selling Stockholder will conflict
                  with, result in a breach or violation of, or constitute a
                  default under any law or the terms of any indenture or loan or
                  security agreement or other agreement or instrument known to
                  such counsel and to which any Selling Stockholder is a party
                  or bound, or any judgment, order or decree known to such
                  counsel to be applicable to any Selling Stockholder of any
                  court, regulatory body, administrative agency, governmental
                  body or arbitrator having jurisdiction over any Selling
                  Stockholder.

                  In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than the
States of California and New York or the United States, to the extent they deem
proper and specified in such opinion, upon the opinion of other counsel of good
standing whom they believe to be reliable and who are satisfactory to counsel
for the Underwriters, and (B) as to matters of fact, to the extent they deem
proper, on certificates of the Selling Stockholders and public officials.

                  References to the Prospectus in this paragraph (c) include any
supplements thereto at the Closing Date.

                  (d)  The Registrants shall have furnished to the
         Representatives the opinion of McDonald Carano Wilson




<PAGE>   21


                                                                              21

         McCune Bergin Frankovich & Hicks LLP, Nevada counsel for the
         Registrants, dated the Closing Date, to the effect that:

                           (i) the information contained in the Prospectus under
                  the caption "Risk Factors--Governmental Gaming Regulation",
                  "Risk Factors--Uncertainties of Consummation of the Par-A-Dice
                  Acquisition and Development of Sam's Town Reno and the
                  Atlantic City Project", "Risk Factors--Environmental Risks",
                  "Business-- Development Projects--Sam's Town Reno", "Risk
                  Factors--Certain Anti-Takeover Effects" and "Description of
                  Capital Stock--Nevada Legislation", to the extent that it
                  constitutes matters of Nevada law or legal conclusions
                  thereunder, has been reviewed by such counsel and fairly
                  summarizes the matters therein described in all material
                  respects; and

                         (ii) other than those arising under State securities
                  laws, no authorization, approval, consent or order of any
                  Nevada court or governmental authority or agency (including
                  the Nevada Gaming Commission, the Nevada State Gaming Control
                  Board and the Clark County Liquor and Gaming Licensing Board
                  and any other gaming or similar governmental or regulatory
                  authority of the State of Nevada or any political subdivision
                  thereof) is required in connection with the offering, issuance
                  or sale of the Securities to the Underwriters, or in
                  connection with the Guaranties, except such as have been
                  obtained and are in full force and effect at the Closing Date.

                  References to the Prospectus in this paragraph (d) include any
supplements thereto at the Closing Date.

                  (e) The Company shall have furnished to the Representatives
         the opinion of Watkins Ludlum & Stennis, P.A., Mississippi counsel for
         the Company, dated the Closing Date, to the effect that:

                           (i) the information contained in the Prospectus under
                  the caption "Risk Factors-- Governmental Gaming Regulation",
                  "Risk Factors-- Environmental Risks", "Risk
                  Factors--Uncertainties of Consummation of the Par-A-Dice
                  Acquisition and




<PAGE>   22


                                                                              22

                  Development of Sam's Town Reno and the Atlantic City Project",
                  "Risk Factors--Management Agreements of Limited Duration" and
                  "Business-- Development Projects--Sam's Town Reno", to the
                  extent that it constitutes matters of Mississippi or Indian
                  law or legal conclusions thereunder, has been reviewed by such
                  counsel and fairly summarizes the matters therein described in
                  all material respects; and

                         (ii) other than those arising under State securities
                  laws, no authorization, approval, consent or order of any
                  Mississippi court or the Mississippi Gaming Commission or any
                  other gaming or other governmental or regulatory authority of
                  the State of Mississippi or any political subdivision thereof
                  or of the National Indian Gaming Commission or any other
                  agency, department or regulatory body of the Federal
                  government having jurisdiction over gaming on Indian lands or
                  in the State of Mississippi is required in connection with the
                  offering, issuance or sale of the Securities to the
                  Underwriters except such as have been obtained and are in full
                  force and effect at the Closing Date.

                  References to the Prospectus in this paragraph (e) include any
supplements thereto at the Closing Date.

                  (f) The Company shall have furnished to the Representatives
         the opinion of Stinson, Mag & Fizzell, P.C., Missouri counsel for the
         Company, dated the Closing Date, to the effect that:

                           (i) the information contained in the Prospectus under
                  the caption "Risk Factors-- Governmental Gaming Regulation"
                  and "Risk Factors--Environmental Risks", to the extent that it
                  constitutes matters of Missouri law or legal conclusions
                  thereunder, has been reviewed by such counsel and fairly
                  summarizes the matters therein described in all material
                  respects; and

                         (ii) other than those arising under State securities
                  laws, no authorization, approval, consent or order of any
                  Missouri court or governmental authority or agency (including
                  the Missouri Gaming Commission, the Missouri State




<PAGE>   23


                                                                              23

                  Gaming Control Board and the Clay County Liquor and Gaming
                  Licensing Board and any other gaming or similar governmental
                  or regulatory authority of the State of Missouri or any
                  political subdivision thereof) is required in connection with
                  the offering, issuance or sale of the Securities to the
                  Underwriters except such as have been obtained and are in full
                  force and effect at the Closing Date.

                  References to the Prospectus in this paragraph (f) include any
supplements thereto at the Closing Date.

                  (g) The Company shall have furnished to the Representatives
         the opinion of McGlinchey Stafford & Lang, Louisiana counsel for the
         Company, dated the Closing Date, to the effect that:

                           (i) the information contained in the Prospectus under
                  the caption "Risk Factors-- Governmental Gaming Regulation",
                  and "Risk Factors--Environmental Risks" to the extent that it
                  constitutes matters of Louisiana law or legal conclusions
                  thereunder, has been reviewed by such counsel and fairly
                  summarizes the matters therein described in all material
                  respects; and

                         (ii) other than those arising under State securities
                  laws, no authorization, approval, consent or order of any
                  Louisiana court or governmental authority or agency (including
                  the Louisiana Gaming Commission and any other gaming or
                  similar governmental or regulatory authority of the State of
                  Louisiana or any political subdivision thereof) is required in
                  connection with the offering, issuance or sale of the
                  Securities to the Underwriters except such as have been
                  obtained and are in full force and effect at the Closing Date.

                  References to the Prospectus in this paragraph (g) include any
supplements thereto at the Closing Date.

                  (h) The Company shall have furnished to the Representatives
         the opinion of Freeborn & Peters, Illinois counsel for the Company,
         dated the Closing Date, to the effect that:




<PAGE>   24


                                                                              24

                           (i) the information contained in the Prospectus under
                  the caption "Risk Factors-- Governmental Gaming Regulation",
                  "Risk Factors--Environmental Risks", "Risk Factors--
                  Uncertainties of Consummation of the Par-A-Dice Acquisition 
                  and Development of Sam's Town Reno and the Atlantic City 
                  Project", "Risk Factors--Competition" and "Business--
                  Development Projects--Par-A-Dice Acquisition", to the extent
                  that it constitutes matters of Illinois law or legal 
                  conclusions thereunder, has been reviewed by such counsel 
                  and fairly summarizes the matters therein described in all 
                  material respects; and

                         (ii) other than those arising under State securities
                  laws, no authorization, approval, consent or order of any
                  Illinois court or governmental authority or agency (including
                  the Illinois Gaming Commission and any other gaming or similar
                  governmental or regulatory authority of the State of Illinois
                  or any political subdivision thereof) is required in
                  connection with the offering, issuance or sale of the
                  Securities to the Underwriters except such as have been
                  obtained and are in full force and effect at the Closing Date.

                  References to the Prospectus in this paragraph (h) include any
supplements thereto at the Closing Date.

                  (i) The Representatives shall have received from Cravath,
         Swaine & Moore, counsel for the Underwriters, such opinion or opinions,
         dated the Closing Date, with respect to the issuance and sale of the
         Securities, the Registration Statement, the Prospectus (together with
         any supplement thereto) and other related matters as the
         Representatives may reasonably require, and the Company and each
         Selling Stockholder shall have furnished to such counsel such documents
         as they reasonably request for the purpose of enabling them to pass
         upon such matters.

                  (j) The Company shall have furnished to the Representatives a
         certificate of the Company, signed by the Chairman of the Board or the
         President and the principal financial or accounting officer of the
         Company, dated the Closing Date, to the effect that the signers of such
         certificate have carefully examined the




<PAGE>   25


                                                                              25

         Registration Statement, the Prospectus, any supplement to the
         Prospectus and this Agreement and that:

                           (i) the representations and warranties of the Company
                  in this Agreement are true and correct in all material
                  respects on and as of the Closing Date with the same effect as
                  if made on the Closing Date and the Company has complied with
                  all the agreements and satisfied all the conditions on its
                  part to be performed or satisfied at or prior to the Closing
                  Date;

                         (ii) no stop order suspending the effectiveness of the
                  Registration Statement has been issued and no proceedings for
                  that purpose have been instituted or, to the Company's
                  knowledge, threatened; and

                       (iii) since the date of the most recent financial
                  statements included in the Prospectus (exclusive of any
                  supplement thereto), there has been no development which could
                  reasonably be expected to result in a material adverse change
                  in the condition (financial or other), earnings, business or
                  properties of the Company and its subsidiaries, taken as a
                  whole, whether or not arising from transactions in the
                  ordinary course of business, except as set forth in the
                  Prospectus (exclusive of any supplement thereto).

                  (k) Each Selling Stockholder shall have furnished to the
         Representatives a certificate, signed by or on behalf of such Selling
         Stockholder, dated the Closing Date, to the effect that the signer of
         such certificate has carefully examined the Registration Statement, the
         Prospectus, any supplement to the Prospectus and this Agreement and
         that the representations and warranties of such Selling Stockholder in
         this Agreement are true and correct in all material respects on and as
         of the Closing Date to the same effect as if made on the Closing Date.

                  (l) At the Execution Time and at the Closing Date, Deloitte &
         Touche LLP shall have furnished to the Representatives a letter or
         letters, dated respectively as of the Execution Time and as of the
         Closing Date, in form and substance satisfactory to the
         Representatives, confirming that they are independent accountants
         within




<PAGE>   26


                                                                              26

         the meaning of the Act and the Exchange Act and the applicable
         published rules and regulations thereunder and stating in effect that:

                           (i) in their opinion the audited financial statements
                  and financial statement schedules included or incorporated by
                  reference in the Registration Statement and the Prospectus and
                  reported on by them comply in form in all material respects
                  with the applicable accounting requirements of the Act and the
                  Exchange Act and the related published rules and regulations;

                         (ii) on the basis of a reading of the latest unaudited
                  financial statements made available by the Company; carrying
                  out certain specified procedures (but not an examination in
                  accordance with generally accepted auditing standards) which
                  would not necessarily reveal matters of significance with
                  respect to the comments set forth in such letter; a reading of
                  the minutes of the meetings of the stockholders, directors and
                  executive committee of the Company; and inquiries of certain
                  officials of the Company who have responsibility for financial
                  and accounting matters of the Company and its subsidiaries,
                  nothing came to their attention which caused them to believe
                  that:

                                    (1) any unaudited financial statements
                           included or incorporated by reference in the
                           Registration Statement and the Prospectus do not
                           comply in form in all material respects with
                           applicable accounting requirements of the Act and
                           with the published rules and regulations of the
                           Commission with respect to financial statements
                           included or incorporated in quarterly reports on Form
                           10-Q under the Exchange Act; or that such unaudited
                           financial statements are not in conformity with
                           generally accepted accounting principles applied on a
                           basis consistent with the audited financial
                           statements included in the Registration Statement and
                           the Prospectus; or

                                    (2) with respect to the period subsequent to
                           June 30, 1996, there were any changes, at a
                           specified date not more than




<PAGE>   27


                                                                              27

                           five business days prior to the date of the letter,
                           in the long-term debt of the Company and its
                           subsidiaries or decreases in the stockholders' equity
                           of the Company, in each case as compared with the
                           amounts shown on the June 30, 1996, consolidated
                           balance sheet included in the Registration Statement
                           and the Prospectus, or for the period from July 1,
                           1996, to such specified date there were any
                           decreases, as compared with the corresponding period
                           in the preceding year in net revenues, operating
                           income, or income before provision for income taxes,
                           cumulative effect of a change in accounting principle
                           and extraordinary item, or in total or per share
                           amounts of net income of the Company and its
                           subsidiaries, except in all instances for changes or
                           decreases set forth in such letter, in which case the
                           letter shall be accompanied by an explanation by the
                           Company as to the significance thereof unless such
                           explanation is not deemed necessary by the
                           Representatives; and

                       (iii) they have performed certain other specified
                  procedures as a result of which they determined that certain
                  information of an accounting, financial or statistical nature
                  (which is limited to accounting, financial or statistical
                  information derived from the general accounting records of the
                  Company and its subsidiaries) set forth or incorporated in the
                  Prospectus and Registration Statement agrees with the
                  accounting records of the Company and its subsidiaries,
                  excluding any questions of legal interpretation; and

                         (iv) on the basis of a reading of the unaudited pro
                  forma financial statements included or incorporated in the
                  Registration Statement and the Prospectus (the "pro forma
                  financial statements"), carrying out certain specified
                  procedures, inquiries of certain officials of the Company who
                  have responsibility for financial and accounting matters, and
                  proving the arithmetic accuracy of the application of the pro
                  forma adjustments to the historical amounts in the pro forma
                  financial statements, nothing came to their




<PAGE>   28


                                                                              28

                  attention which caused them to believe that the pro forma
                  financial statements do not comply in form in all material
                  respects with the applicable accounting requirements of Rule
                  11-02 of Regulation S-X or that the pro forma adjustments have
                  not been properly applied to the historical amounts in the
                  compilation of such statements.

                  References to the Prospectus in this paragraph (l) include any
supplement thereto at the date of this letter.

                  (m) At the Execution Time and at the Closing Date, Coopers &
         Lybrand LLP shall have furnished to the Representatives a letter or
         letters, dated respectively as of the Execution Time and as of the
         Closing Date, in form and substance satisfactory to the
         Representatives, confirming that they are independent accountants
         within the meaning of the Act and the Exchange Act and the applicable
         published rules and regulations thereunder and stating in effect that:

                           (i) in their opinion the audited financial statements
                  and financial statement schedules of Par-A-Dice Gaming
                  Corporation ("Par-A-Dice") included or incorporated by
                  reference in the Registration Statement and the Prospectus and
                  reported on by them comply in form in all material respects
                  with the applicable accounting requirements of the Act and the
                  Exchange Act and the related published rules and regulations;

                         (ii) on the basis of a reading of the latest unaudited
                  financial statements made available by Par-A-Dice, carrying
                  out certain specified procedures (but not an examination in
                  accordance with generally accepted auditing standards) which
                  would not necessarily reveal matters of significance with
                  respect to the comments set forth in such letter, a reading of
                  the minutes of the meetings of the stockholders, directors and
                  executive committee of Par-A-Dice, and inquiries of certain
                  officials of Par-A-Dice who have responsibility for financial
                  and accounting matters of Par-A-Dice, nothing came to their
                  attention which caused them to believe that:

                                    (1) any unaudited financial statements
                           included or incorporated by reference in the




<PAGE>   29


                                                                              29

                           Registration Statement and the Prospectus do not
                           comply in form in all material respects with
                           applicable accounting requirements of the Act and
                           with the published rules and regulations of the
                           Commission with respect to financial statements
                           included or incorporated in quarterly reports on Form
                           10-Q under the Exchange Act; or that such unaudited
                           financial statements are not in conformity with
                           generally accepted accounting principles applied on a
                           basis consistent with audited financial statements
                           included in the Registration Statement and the
                           Prospectus; or

                                    (2) with respect to the period subsequent to
                           March 31, 1996, there were any changes, at a
                           specified date not more than five business days prior
                           to the date of the letter, in the long-term debt of
                           Par-A-Dice or decreases in the stockholders' equity
                           of Par-A-Dice, in each case as compared with the
                           amounts shown on the March 31, 1996 consolidated
                           balance sheet incorporated in the Registration
                           Statement and the Prospectus, or for the period from
                           April 1, 1996 to such specified date there were any
                           decreases, as compared with the corresponding period
                           in the preceding year in operating revenues,
                           operating income, or income before provision for
                           state income taxes, cumulative effect of a change in
                           accounting principle and extraordinary item, or in
                           total amounts of net income of Par-A-Dice, except in
                           all instances for changes or decreases set forth in
                           such letter, in which case the letter shall be
                           accompanied by an explanation by Par-A-Dice as to the
                           significance thereof unless such explanation is not
                           deemed necessary by the Representatives; and

                       (iii) they have performed certain other specified
                  procedures as a result of which they determined that certain
                  information of an accounting, financial or statistical nature
                  (which is limited to accounting, financial or statistical
                  information derived from the general accounting records of
                  Par-A-Dice) agrees with the accounting




<PAGE>   30


                                                                              30

                  records of Par-A-Dice, excluding any questions of legal
                  interpretation.

                  References to the Prospectus in this paragraph (m) include any
supplement thereto at the date of the letter.

                  (n) Subsequent to the Execution Time or, if earlier, the dates
         as of which information is given in the Registration Statement
         (exclusive of any amendment thereof) and the Prospectus (exclusive of
         any supplement thereto), there shall not have been (i) any change or
         decrease specified in the letter or letters referred to in paragraphs
         (l) and (m) of this Section 6 or (ii) any change, or any development
         involving a prospective change, in or affecting the business or
         properties of the Company and its subsidiaries the effect of which, in
         any case referred to in clause (i) or (ii) above, is, in the reasonable
         judgment of the Representatives, so material and adverse as to make it
         impractical or inadvisable to proceed with the offering or delivery of
         the Securities as contemplated by the Registration Statement (exclusive
         of any amendment thereof) and the Prospectus (exclusive of any
         supplement thereto).

                  (o) Subsequent to the Execution Time, there shall not have
         been any decrease in the rating of the debt securities of the Company
         or any subsidiary by any "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the Act) or
         any notice given of any intended or potential decrease in any such
         rating or of a possible change in




<PAGE>   31


                                                                              31

         any such rating that does not indicate the direction of the possible
         change.

                  (p) Prior to or at the Closing Date, the Representatives shall
         have received evidence, in form and substance satisfactory to the
         Representatives, that the New Bank Credit Facility (as defined in the
         Prospectus) has been executed and is in effect.

                  (q) Prior to or at the Closing Date, the Representatives shall
         have received evidence, in form and substance satisfactory to the
         Representatives, that any indebtedness pursuant to the Reducing
         Revolving Loan Agreement dated as of October 16, 1995 among Boyd Kansas
         City, Inc. and Bank of America, Bank of Scotland, et al., has been paid
         and discharged and that such credit facility is no longer in effect.

                  (r) Prior to the Closing Date, the Company shall have
         furnished to the Representatives such further information, certificates
         and documents as the Representatives may reasonably request.

                  If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for
Underwriters, this Agreement and all obligations of the Underwriters hereunder
may be canceled by the Representatives at, or at any time prior to, the Closing
Date. Notice of such cancellation shall be given to the Company and each of the
Selling Stockholders in writing or by telephone confirmed in writing.

                  The documents required to be delivered by this Section 6 shall
be delivered at the offices of Cravath, Swaine & Moore at Worldwide Plaza, 825
Eighth Avenue, New York, New York, on the Closing Date.

                  7. Reimbursement of Underwriters' Expenses. (a) If the sale of
the Securities provided for herein is not consummated because any condition to
the obligations of the Underwriters set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 10 hereof or because
of any refusal, inability or failure on the part of




<PAGE>   32


                                                                              32

the Company or any Selling Stockholder to perform an agreement herein or comply
with any provision hereof other than by reason of a default by any of the
Underwriters, the Company will reimburse the Underwriters severally upon demand
for all out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection with the proposed
purchase and sale of the Securities. If the Company is required to make any
payments to the Underwriters under this Section 7 because of any Selling
Stockholder's refusal, inability or failure to satisfy any condition to the
obligations of the Underwriters set forth in Section 6, such Selling Stockholder
shall reimburse the Company on demand for all amounts so paid.

                  (b) The Company agrees to be liable for the payment of all the
costs of the preparation, printing and filing under the Act of the Registration
Statement and any amendments and exhibits thereto and the Preliminary
Prospectus, the Prospectus and any amendments or supplements to the Prospectus;
the costs of distributing the Registration Statement as originally filed and
each amendment and any post-effective amendments thereof (including exhibits),
any Preliminary Prospectus and the Prospectus and any amendments or supplements
to the Prospectus as provided in this Agreement; the costs of word processing
this Agreement and any selling agreements; the cost of filings with the National
Association of Securities Dealers, Inc. ("NASD"), including the filing fee, and
the fees and expenses of qualifying the Securities under the securities laws of
the several jurisdictions in the United States as provided for herein and of
preparing and printing Blue Sky memoranda (including fees and expenses of
counsel to the Underwriters related to such Blue Sky qualification and
preparation); and all other costs and expenses incident to the performance of
the obligations of the Company under this Agreement; provided, however, that
except as otherwise provided in this Section 7, the Underwriters shall pay all
of their own costs and expenses, including the fees and expenses of their
counsel and any additional stock transfer taxes involved in further transfers of
the Securities.

                  8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the




<PAGE>   33


                                                                              33

Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration
statement for the registration of the Securities as originally filed or in any
amendment thereof, or in any Preliminary Prospectus or the Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that (i) the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter through the
Representatives specifically for inclusion therein, and (ii) such indemnity with
respect to any untrue statement or omission in the Preliminary Prospectus shall
not inure to the benefit of any Underwriter from whom the person asserting any
such loss, claim, damage or liability purchased the Securities that are the
subject thereof if such person did not receive a copy of the Prospectus at or
prior to the confirmation of the sale of such Securities to such person in any
case where such delivery is required by the Act and such untrue statement or
omission of a material fact contained in the Preliminary Prospectus was
completely corrected in the Prospectus. This indemnity agreement will be in
addition to any liability which any of the Registrants may otherwise have.

                  (b) The Selling Stockholders, jointly and severally, agree to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them




<PAGE>   34


                                                                              34

may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the
Securities as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only, in the case
of each of the foregoing, with reference to written information furnished to the
Company by or on behalf of such Selling Stockholder specifically for inclusion
in the documents referred to in the foregoing indemnity, and agree to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that (i) no
Selling Stockholder will be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein, (ii) such indemnity with respect to any
untrue statement or omission in the Preliminary Prospectus shall not inure to
the benefit of any Underwriter from whom the person asserting any such loss,
claim, damage or liability purchased the Securities that are the subject thereof
if such person did not receive a copy of the Prospectus at or prior to the
confirmation of the sale of such Securities to such person in any case where
such delivery is required by the Act and such untrue statement or omission of a
material fact contained in the Preliminary Prospectus was completely corrected
in the Prospectus and (iii) in no case shall the liability of any Selling
Stockholder under this Section 8(b) exceed the aggregate public offering price
of the Securities sold by such Selling Stockholder to the Underwriters (before
deducting expenses) minus the underwriting discounts or commissions paid thereon
to the Underwriters by such Selling Stockholder. This indemnity agreement will
be in addition to any liability which any of the Selling Stockholders may
otherwise have.




<PAGE>   35


                                                                              35

                  (c) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Registration Statement, each person who controls the Company or a Selling
Stockholder within the meaning of either the Act or the Exchange Act, and each
Selling Stockholder, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to written information
relating to such Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any Underwriter may otherwise have. The
Company and each Selling Stockholder acknowledge that the statements set forth
in the last paragraph of the cover page and under the heading "Underwriting" in
any Preliminary Prospectus and the Prospectus constitute the only information
furnished in writing by or on behalf of the several Underwriters for inclusion
in any Preliminary Prospectus or the Prospectus, and you, as the
Representatives, confirm that such statements are correct.

                  (d) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a), (b) or (c) above unless
and to the extent it did not otherwise learn of such action and such failure
results in material prejudice to the indemnifying party and (ii) will not, in
any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a), (b) or (c) above. The indemnifying party shall be entitled to
appoint counsel of the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be reasonably satisfactory to the
indemnified party. Notwithstanding the indemnifying party's election to appoint
counsel to represent the indemnified party in an action, the




<PAGE>   36


                                                                              36

indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of one such separate counsel and local counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or to other indemnified parties which are different from or additional to
those available to the indemnifying party, (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party. An indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

                  (e) In the event that the indemnity provided in paragraph (a),
(b) or (c) of this Section 8 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company, the Selling Stockholders, and
each of the Underwriters agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) (collectively "Losses") to
which the Company, one or more of the Selling Stockholders and one or more of
the Underwriters may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company, the Selling Stockholders and the
Underwriters from the offering of the Securities; provided, however, that in no
case shall any Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be responsible for any
amount in excess of the underwriting discount or commission applicable to the
Securities




<PAGE>   37


                                                                              37

purchased by such Underwriter hereunder; provided, further, however, that in no
case shall any Selling Stockholder be responsible for any amount in excess of
the aggregate public offering price of the Securities sold by such Selling
Stockholder to the Underwriters (before deducting expenses) minus the
underwriting discounts or commissions paid thereon to the Underwriters by such
Selling Stockholder. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the Company, the Selling Stockholders,
severally and not jointly, and the Underwriters, severally and not jointly,
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company, the Selling
Stockholders and the Underwriters in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company and the Selling Stockholders
shall be deemed to be equal to the total net proceeds from the offering (before
deducting expenses) received by each of them, and benefits received by the
Underwriters shall be deemed to be equal to the total underwriting discounts and
commissions, in each case as set forth on the cover page of the Prospectus.
Relative fault shall be determined by reference to whether any alleged untrue
statement or omission relates to information provided by the Company, the
Selling Stockholders or the Underwriters. The Company, the Selling Stockholders
and the Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (e), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Act or the Exchange Act
and each director, officer, employee and agent of an Underwriter shall have the
same rights to contribution as such Underwriter, and each person who controls
the Company or a Selling Stockholder within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (e).




<PAGE>   38


                                                                              38

                  9. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Underwriters) the
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase; provided, however, that in the event that the aggregate amount of
Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule I hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Securities,
and if such nondefaulting Underwriters do not purchase all the Securities, this
Agreement will terminate without liability to any nondefaulting Underwriter, the
Selling Stockholders or the Company. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company, the Selling Stockholders and any
nondefaulting Underwriter for damages occasioned by its default hereunder.

                  10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if prior to
such time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or the New York Stock Exchange or trading in securities generally
on the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities or
(iii) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets is such as to make
it, in the judgment of




<PAGE>   39


                                                                              39

the Representatives, impracticable or inadvisable to proceed with the offering
or delivery of the Securities as contemplated by the Prospectus (exclusive of
any supplement thereto).

                  11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers, of each Selling Stockholder and of the Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any Underwriter,
any Selling Stockholder or the Company or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Securities. The provisions of Sections 7 and 8 hereof
shall survive the termination or cancellation of this Agreement.

                  12. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telecopied and confirmed to them, care of Salomon Brothers
Inc, at Seven World Trade Center, New York, New York, 10048, telecopier (212)
783-4868, attention of Mr. Scott Henry; or, if sent to the Company or the
Selling Stockholders, will be mailed, delivered or telecopied and confirmed to
it or them at 2950 So. Industrial Road, Las Vegas, Nevada 89109, telecopier
(702) 792-7313, attention of the legal department.

                  13. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers, directors, agents and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.

                  14. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York without reference
to principles of conflict of law.




<PAGE>   40


                                                                              40

                  15. Counterparts. This Agreement may be executed in one or
more of counterparts, each of which shall constitute an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company, the Selling Stockholders and the several Underwriters.

                                        Very truly yours,

                                        BOYD GAMING CORPORATION,                
                                        
                                          by
                                            ____________________________________
                                                 Name:
                                            Title:
                                        
                                        SELLING STOCKHOLDERS,
                                        
                                          by
                                            ____________________________________
                                                 Name:
                                        
                                            Title:            Custodian and
                                                              Attorney-in-Fact
                                                              for the Selling
                                                              Stockholders
                                                              named in
                                                              Schedule II to
                                                              this Agreement










<PAGE>   41


                                                                              41

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

SALOMON BROTHERS INC
GOLDMAN, SACHS & CO.
MONTGOMERY SECURITIES
RAYMOND JAMES & ASSOCIATES

  by SALOMON BROTHERS INC

    by
      ________________________
           Name:
          Title:

For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement




<PAGE>   42


                                                                              42

                                   SCHEDULE I

                                                                  Number of
                                                                  Shares of
                                                                 Underwritten
                                                                Securities to
                        Underwriters                             be Purchased

Salomon Brothers Inc........................................      [         ]

Goldman, Sachs & Co.........................................      [         ]

Montgomery Securities.......................................      [         ]

Raymond James & Associates..................................      [         ]

     Total..................................................        5,337,786
                                                                    =========










<PAGE>   43


                                                                              43

                                   SCHEDULE II

                              Selling Stockholders

                                                                       SHARES
                                                                      SUBJECT
                                                                      TO OVER-
                                          UNDERWRITTEN               ALLOTMENT
NAME(S)                                      SHARES                    OPTION

William S. Boyd                              142,786                   30,000

Marianne Boyd Johnson                        180,000                   20,000

William R. Boyd                              180,000                   20,000

Perry B. Whitt                               100,000                   10,000

Robert Boughner                              150,000                   25,000

Charles L. Ruthe                             300,000                   --

Ellis Landau                                 125,000                   25,000

Samuel J. Boyd                               100,000                   --

Gregory W. Nelson                             20,000                   --

Al Garbian                                    40,000                   --



TOTAL:                                       1,337,786                 130,000











