BILOXI WATERFRONT PROJECT GARAGE-PODIUM LEASE

Exhibit 10.30

BILOXI WATERFRONT PROJECT GARAGE-PODIUM LEASE

[AND EASEMENT]

THIS AGREEMENT LEASE (herein called this “ Lease ”), made on the 15 ^th day of August, 2002, by and between the SECRETARY OF STATE for and on behalf of the State of Mississippi in his capacity as land commissioner for the State of Mississippi and as trustee of the Public Trust for Tidelands and Submerged Lands (herein called “ STATE ”) and as authorized representative of the State Institutions of Higher Learning (herein called “ IHL ”), and CITY OF BILOXI, MISSISSIPPI , a municipal corporation organized and existing under the laws of the State of Mississippi (herein called “ City ”, and herein collectively with STATE called “ LANDLORD ”), ISLE OF CAPRI CASINOS, INC., a Delaware corporation (herein called “ Guarantor ”), and RIVERBOAT CORPORATION OF MISSISSIPPI, a Mississippi corporation, (herein called “ Tenant ” or “ RCM ”), whose permanent resident addresses are declared to be:

respectively.

ARTICLE I.

DEFINITIONS, GRANT AND TERM

Section I.1. Definitions.

For purposes of interpretation and implementation of this Lease, the following terms shall be have the designated definitions or meanings:

“Access Tract” – the property designate by cross-hatching on the plat on Exhibit H, attached hereto and more particularly described therein;

“Biloxi Waterfront-Point Cadet Project” or “Biloxi Waterfront Point Cadet Project area” – whenever those terms are used in this Lease they shall be defined to have the same definition and usage as they have when used In a similar context in the Casino Lease and the Hotel Lease;

1

“Casino Lease” – the “Biloxi Waterfront-Point Cadet Project Lease” dated May 12,1986, executed by the Point Cadet Development Corporation as lessor and Seventy-Six, Inc., as lessee, as thereafter: i) assigned by Seventy-Six, Inc. to the Factory, Inc, and by the Factory, Inc. to RCM, ii) assigned by PCDC to the City; and iii) assigned and amended, including the Addendum to Lease dated August 1,1992, executed by the City of Biloxi and Riverboat Corporation of Mississippi; the Second Addendum to Lease dated April 13,1994; the Third Addendum to Casino Lease effective April 26, 1995; including all renewals thereof and other amendments, supplements, modifications, and restatements thereto as made from time to time.

“City” – the City of Biloxi, Mississippi.

“Comps” – food, beverages, and lodging furnished to Tenant’s customers free of charge as an inducement to patronize the gaming establishment now operated by Tenant pursuant to the Casino Lease.

“Construction Period” – the construction period shall begin on the Execution Date of this Lease and shall terminate on the earlier of: Twelve (12) months from such date; or the date that Phase I of the Facilities is opened;

“Covacevich Property” – refers to the property described in the Sublease and Agreement by and between, Casino Parking Inc., Covacevich Yacht & Sail, Inc. and the City of Biloxi on September 24, 1993, a Recording Memorandum of which being of record in Book 263, Page 97, in the Office of the Chancery Clerk of Harrison County, Second Judicial District;

“Execution Date” – August 15, 2002.

“Facilities” – Phase I of the Facilities, Phase II of the Facilities, and Phase III of the Facilities, as the case may be or collectively;

“Floor” – see Section 3.1;

“Force Majeure” – any severe weather conditions, strike, lockout, civil commotion, war, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, government regulations or controls, inability to obtain any material through Act of God, or any other cause whatever beyond the control of that party;

“Gross Cash Revenue” – see Section 3.3;

“Gross Retail Revenue” – see Section 3.3;

2

“Guaranteed Rent Amounts” – for Guaranteed Rent Amounts (for Floor Rent, Phase I Supplemental Rent, Phase II Supplemental Rent, Phase III Supplemental Rent, and Interim and Additional Interim guaranteed rent amounts), see Section 3.1;

“Hancock/Harrison Market” – Hancock County and Harrison County (both judicial districts), Mississippi;

“Hotel Lease” – the “Biloxi Waterfront-Point Cadet Project Lease” dated April 13, 1994, executed by the City of Biloxi and Riverboat Corporation of Mississippi, as amended by First Amendment to Biloxi Waterfront Lease dated April 26, 1995, including any renewals thereof and other amendments, supplements, modifications, and restatements made thereto from time to time.

“IHL” – the Board of Trustees of State Institutions of Higher Learning.

“Landlord” – collectively the City of Biloxi, Mississippi, and the State of Mississippi by and through the Secretary of State both as administrator and Trustee of Public Trust Tidelands and as authorized representative of IHL.

“Lease Year” – for purposes of facilitating rent computations, the parties intend to conform the Lease Year for this Lease with the corresponding period for the Casino Lease, therefore, this term shall mean the twelve month period beginning on August 1 and each successive twelve month period thereafter during this Lease’s term.

“Leased Premises” – see Section 1.2(a);

“New Tract A” – the property designated by cross-hatching on the plat on Exhibit I, attached hereto and as described therein;

“New Tract B” – the property designated by cross-hatching on the plat on Exhibit J, attached hereto and as described therein;

“Phase I of the Facilities” – a public parking garage consistent with the terms allowed in the Settlement Agreement to be constructed on New Tract “A”.

“Phase II of the Facilities” – a hotel proposed to be built on New Tract “B”, containing at least two hundred (200) rooms, or (ii) two (2) or more restaurant facilities containing at least two hundred (200) seats in the aggregate;

“Phase III of the Facilities” – a hotel proposed to be built on the garage podium to be constructed on New Tract “A”;

“Point Cadet Settlement Agreement” – The Point Cadet Compromise and Settlement Agreement dated August 15, 2002 among (i) the Secretary of State for and on behalf of the

3

State of Mississippi in his capacity as land commissioner for the State of Mississippi and as trustee for the Public Trust for Tidelands and Submerged Lands, ii) the City, iii) the IHL in its own capacity and on behalf of the University of Southern Mississippi, the Gulf Coast Research Laboratory, and the J. L. Scott Marine Education Center, and iv) RCM, as it may from time to time be amended, modified, supplemented, or restated;

“RCM” – Riverboat Corporation of Mississippi, a Mississippi corporation;

“State” – State of Mississippi, as represented by the Secretary of State in his capacity as land commissioner for the State of Mississippi and as trustee for the Public Trust for Tidelands and Submerged Lands;

“Tenant” – Riverboat Corporation of Mississippi, a Mississippi corporation, its successors or assigns, and any person or entity which succeeds to the rights of Tenant under this lease;

“Tidelands Leases” – the agreements between the State of Mississippi and the City of Biloxi, Mississippi dated July 15, 1988 and recorded in Deed Book 197 at Pages 546-561 of the Land Records maintained in the Second Judicial District Office of the Chancery Clerk of Harrison County, Mississippi (the “fee simple tidelands lease” ) and in Deed Book 197 at Pages 531-545 of said records (the “IHL Tidelands Lease” ), as thereafter amended.

Section 1.2. Leased Premises and Easement.

(a) In consideration of the rents hereinafter set out to be paid by Tenant, and in further consideration of the mutual covenants and promises hereinafter set out to be observed and performed by Tenant and Landlord, Landlord demises and leases to Tenant, and Tenant rents from Landlord, that certain real property located in the Biloxi Waterfront-Point Cadet Project, in Biloxi, Mississippi, as described with more particularity as New Tract A and New Tract B (the “Leased Premises”); and Landlord further grants the Tenant a non-exclusive easement for the purpose of ingress and egress, as well as for use for surface parking, across the Access Tract.

(b) Tenant will have no riparian or littoral rights in the Leased Premises, except for the right to construct and maintain bulkheads for the purpose of shore protection on those portions of the Leased Premises bounded by the Mississippi Sound.

(c) The parties acknowledge that Tenant contemplates expanding New Tract A in the area of its southwestern boundary by filling or wharfing submerged lands, as designated on Exhibit L, attached hereto, which will require the consent and cooperation of other public entities. To the extent that the consent or cooperation of Landlord is required in order to implement any such change, Landlord agree not to unreasonably withhold, delay, or condition such consent or cooperation. Further, subject to the consent and permitting of other applicable public entities, all riparian and littoral rights created by such changes shall inure to the benefit of Landlord as if the newly created shoreline were the original boundary of New Tract A. The parties further agree that any such artificial accretion, as well as any natural accretions, to New Tract A shall automatically be included in the definition of New Tract A and shall be subject to all of the terms and conditions of this Lease.

4

(d) Tenant has inspected the Leased Premises and accepts same in its present condition. Landlord makes no warranty regarding the condition of the Leased Premises and makes no covenant to alter, repair or construct any improvements on the Leased Premises.

(e) Tenant acknowledges the presence of fuel tanks and fuel lines on New Tract A which are being used by the Biloxi Port Commission in conjunction with the Point Cadet Marina and Tenant accepts the Leased Premises in its “as is” condition. Tenant assumes responsibility for relocating said tanks and fuel lines at no cost or expense to Landlord and indemnifies and holds Landlord harmless for any cost, expense or damage which may result from or be associated with the relocation of said fuel tanks and fuel lines. The location of the existing tanks and the proposed relocation is shown on Exhibit K, attached hereto (depicting the Park Conversion Tract under the Point Cadet Settlement Agreement and the parking area south thereof).

(f) The easement over the Access Tract in favor of Tenant shall be coextensive with the term of this Lease. Tenant shall be entitled to construct and maintain over the Access Tract such access roads to the Phase I and Phase III Facilities (located on New Tract A) as it deems appropriate from time to time, and otherwise to provide surface parking and landscaping; provided, however, that such access routes and parking will be available at all times to all other tenants and customers of the Biloxi Waterfront-Point Cade Project, including but not limited to employees and staff of both the J. L. Scott Marine Education Center, the former Gulf Marine State Park property, and the Point Cadet Marina, as well as members of the public and customers, of and visitors to those entities and any other tenant of the Point Cadet site of the Biloxi Waterfront-Point Cadet Project; and provided further that Tenant shall maintain the road along the northern and eastern perimeter as set forth in Section 6.1(b) hereof to provide access for vehicular traffic to and from the Biloxi Waterfront-Point Cadet Project area to the east of New Tract A.

Section I.3. Use of Additional Areas.

Tenant’s use and occupation of the Leased Premises shall include the use, in common with others entitled thereto, of the common areas, employees’ parking areas, service roads, common mall areas, hallways, loading facilities, sidewalks, customer car parking areas and other facilities as may be designated from time to time by Landlord as common areas for the use and benefit of the tenants, customers, patrons and general public users of the Biloxi Waterfront-Point Cadet Project; subject, however, to the terms and conditions of the Casino Lease and the Hotel Lease as they affect such area and to reasonable rules and regulations of the use thereof as prescribed from time to time by Landlord.

Section I.4. Term and Commencement.

(a) The primary term of this Lease shall commence on the Execution Date and continue for forty (40) years; however, Tenant shall have the right to terminate this Lease on July 31, 2009

5

(and on each successive fifth anniversary of that date for the remainder of the primary term) by giving the Landlord written notice of such intent to terminate at lease 6 months prior to each such potential termination date. Tenant may extend this Lease for one (1) extended term of twenty-five (25) years by giving Landlord written notice of the intent to exercise such option. Such notice must be received by Landlord at least six (6) months prior to the termination of each option period thereafter for the exercise of each succeeding option period. Notice to extend the comparable term of the Hotel Lease or the casino Lease shall constitute appropriate notice hereunder. The City hereby agrees to grant additional extensions sufficient to extend the term of this Lease to coincide with the term of the Hotel Lease, subject to the agreement and consent of the State at the time of such extension; and the State acknowledges and grants to the Tenant the right, exclusive of all other persons, to further continue leasing the Leased Premises for that additional time as provided in Section 29-1-107, Mississippi Code of 1972, as amended. During the initial extension period, if exercised, as well as during any additional subsequent extension period, the Tenant shall have the option to terminate this Lease at the end of each successive fifth Lease Year of such extension period by giving the Landlord written notice of that intention at least six months prior to the end of any such fifth Lease Year. Should Tenant either terminate this Lease in any manner provided above or end it by non-renewal, or should Tenant either terminate or end by non-renewal the Casino Lease or the Hotel Lease, Tenant’s exclusive right to operate or conduct a gaming or gambling enterprise shall also terminate, revoked, and rescinded whether such exclusive rights are granted in this Lease or in any other agreement. Notice of termination or non-renewal of the Casino Lease by Tenant shall be deemed notice of termination or cancellation of this Lease without need for separate notice.

(b) Upon the Execution Date, Tenant shall be liable for payment of all sums and charges which become due hereunder, including but not limited to Guaranteed Rent Amounts (which shall progressively become due as set out in Section 3.1), percentage rent, additional rent and all other sums and charges which are required to be paid by Tenant hereunder. All sums payable hereunder other than Guaranteed Rent Amounts shall be due and payable upon receipt of an invoice as provided for herein or as otherwise specified herein.

ARTICLE II.

CANCELLATION AND EXCUSE OF PERFORMANCE

Section II.1. Excuse of Performance – Force Majeure.

Anything elsewhere in this Lease to the contrary notwithstanding, neither party shall be deemed in default with respect to the performance of any of the non-monetary obligations, terms, covenants and conditions of this Lease to be performed by it if any failure of its performance shall be due to any Force Majeure, and the time for performance by that party shall be extended by the period of delay resulting from or due to any above said causes.

6

ARTICLE III.

RENT

Section III.1. Guaranteed Rent.

(a) Interim Floor Rent Guaranty. Tenant guaranties payments to the City for Lease Year ending July 31, 2003 (and thereafter for each Lease Year until the Floor Rent Guaranty provided in subsection 3.1 (b) takes effect), as combined base rent and percentage rent from the Hotel Lease and the Casino Lease of an aggregate sum of at least $2,500,000.00, such that the total combined base rent and percentage rent payable to the Landlord by Tenant under those two leases is no less than $2,500,000.00 (the “Interim Floor”). If such payments to the City in any given Lease Year when this Interim Floor Rent Guaranty is applicable fall below the Interim Floor, Tenant agrees to pay to Landlord, prior to sixty (60) days following such Lease Year, the difference between the Interim Floor and the aggregate of those base and percentage rent payments made by Tenant during that preceding Lease Year.

(b) Floor Rent Guaranty. By August 31 following the earlier of either the opening of Phase I of the Facilities or eighteen (18) months from the Execution Date, Tenant shall guaranty payments to the City for the Lease Year in which such event occurs as combined base rent and percentage rent from the Hotel Lease, the Casino Lease, and this Lease of an aggregate sum of at least $2,733,000, such that total combined base rent and percentage rent payable to the Landlord by Tenant under those three leases is no less than $2,733,000 (the “Floor”). Thereafter, if payments to the City in any given Lease Year fall below the Floor, Tenant agrees to pay to Landlord, prior to August 31 following such Lease Year, the difference between the Floor and the aggregate of those base and percentage rent payments made by Tenant during that preceding Lease Year. The first such payment shall be pro-rated based upon the greater of either the portion of the previous Lease Year that said Phase I Facility was open or six months. The first such payment shall be pro-rated based upon the greater of either the portion of the previous Lease Year that said Phase I Facility was open or six months; provided that if the Phase I Facility is open in the Lease Year ending July 31, 2003, the first such payment shall be pro-rated based upon the portion of the previous Lease Year that said Phase I Facility was open.

(c) Phase I Supplemental Guaranteed Rent. In addition to the rent guaranty provided in subsection (b), by August 31 following the earlier of either the opening of Phase I of the Facilities, or eighteen (18) months from the Execution Date, Tenant guaranties that Landlord will receive as Supplemental Guaranteed Rent for the Leased Premises the amount, if any, by which the “New Revenue Amount” [which is defined as the amount by which the aggregate of both i) the total of base rent and percentage rent paid to the City of Biloxi under the Hotel Lease and the Casino Lease during the previous Lease Year period, and ii) the Percentage Rent from this Lease for the same period, exceed the sum of $2,733,000.00] of the Lease Year in which such event occurs, and thereafter for each Lease Year, is less than the sum of Five Hundred Thousand ($500,000.00) Dollars. For example, when it is both initiated and coupled with the guaranty set out in subsection (b) above, the Phase I Supplemental Guaranteed Rent will result in a minimum guaranteed rent to the Landlord from the aggregate of the Casino Lease, the Hotel Lease, and this Lease of at least

7

$3,233,000.00. The first such payment shall be pro-rated based upon the greater of either the portion of the previous Lease Year that said Phase I Facility was open or six months; provided that if the Phase I Facility opens in the Lease Year ending July 31, 2003, the first such payment shall be prorated based upon the portion of the previous Lease Year that said Phase I Facility was open.

(d) Phase II Supplemental Guaranteed Rent. In addition to the rent guaranty provided in subsection (b) (and as a successor guaranty to the Phase I Supplemental Guaranteed Rent formula), on the earlier of either the August 31 following the opening of Phase II of the Facilities, or August 31, 2005, the Tenant guaranties that Landlord will receive as Supplemental Guaranteed Rent for the Leased Premises the amount, if any, by which the “New Revenue Amount” [which is defined as the amount by which the aggregate of both i) the total of base rent and percentage rent paid to the City of Biloxi under the Hotel Lease and the Casino Lease during the previous twelve month period, and ii) the Percentage Rent from this Lease for the same period, exceed the sum of $2,733,000.00] of the Lease Year in which such event occurs, and thereafter for each Lease Year, is less than the sum of Seven Hundred Fifty Thousand ($750,000.00) Dollars. For example, when it is both initiated and coupled with the guaranty set out in subsection (b) above, the Phase II Supplemental Guaranteed Rent will result in a minimum guaranteed rent to the Landlord from the aggregate of the Casino Lease, the Hotel Lease, and this Lease of at least $3,483,000.00 [subject to the Market Adjustment provision in subsection (f) below]. The first such payment shall be pro-rated based upon the portion of the previous Lease Year that said Phase II Facility was open.

(e) Phase III Supplemental Guaranteed Rent. In addition to the rent guaranty provided in subsection (b) (and as a successor guaranty to the Phase II Supplemental Guaranteed rent formula, and subject further to the operation of subsection 3.1(f)), on the earlier of either the August 31 following the opening of Phase III of the Facilities, or August 31, 2008, the Tenant guaranties that Landlord mill receive as Supplemental Guaranteed Rent for the Leased Premises the amount, if any, by which the “New Revenue Amount” [which is defined as the amount by which the aggregate of both i) the total of base rent and percentage rent paid to the City of Biloxi under the Hotel Lease and the Casino Lease during the previous twelve month period, and ii) the Percentage Rent from this Lease for the same period, exceed the sum of $2,733,000.00] of the Lease Year in which such event occurs, and thereafter for each Lease Year, is less than the sum of One Million ($1,000,000.00) Dollars. For example, when it is both initiated and coupled with the guaranty set out in subsection (b) above, the Phase III Supplemental Guaranteed Rent will result in a minimum guaranteed rent to the Landlord from the aggregate of the Casino Lease, the Hotel Lease, and this Lease of at least $3,733,000.00 [subject to the Market Adjustment provision in subsection (f) below]. After the Phase III Guaranteed Rent has been in effect for one year, it shall be subject to the provisions of subparagraph (f) below. The first such payment shall be pro-rated based upon the portion of the previous Lease Year that said Phase III Facility was open.

(f) Market Adjustments to Phase II Guaranty and Phase III Guaranty.

1.) Beginning one year after the Phase II Supplemental Rent Guaranty becomes applicable, in any Lease Year in which both: i) the overall gaming market in the combined Harrison County/Hancock County market falls below $1,250,000,000.00 (according to the aggregate of all gross gaming revenues reported to the Mississippi Gaming Commission for that period); and ii) the

8

gross gaming revenue of Tenant from its Biloxi property (according to gross gaming revenues reported to the Mississippi Gaming Commission for that period) is less than $90,000,000.00; then the Phase II Supplemental Rent Guaranty shall not be applicable but the Phase I Supplemental Rent Guaranty shall be applicable; and,

2) Beginning one year after the Phase III Supplemental Rent Guaranty becomes applicable, in any Lease Year in which both: i) the overall gaming market in the combined Harrison County/Hancock County market falls below $1,250,000,000.00 (according to the aggregate of all gross gaming revenues reported to the Mississippi Gaming Commission for that period); and ii) the gross gaming revenue of Tenant from its Biloxi property (according to gross gaming revenues reported to the Mississippi Gaming Commission for that period) falls below $100,000,000.00 but is not less than $90,000,000.00; then the Phase III Supplemental Rent Guaranty shall not be applicable but the Phase II Supplemental Rent Guaranty shall be applicable.

3) For example, after this provision (f) takes effect those specific adverse market conditions cannot reduce the cumulative minimum guaranteed rent [subsections (b), (c), (d), and (e)] below $3,233,000.00.

(g) Additional Interim Guaranteed Rent. In addition, until such time as payments under the Phase I Guaranteed Rent begin, Tenant shall annually pay the lesser of $125,000.00 (intended by Landlord and Tenant for the benefit and account of IHL as provided in the Point Cadet Settlement Agreement) or such lesser amount that Landlord (City) is required to pay IHL under Paragraph III(2) of the Point Cadet Settlement Agreement. This supplemental amount shall be over and above the rent generated by or required to be paid under the Hotel Lease and the Casino Lease, even though its amount is affected by or calculated from increases in said revenue. The first such payment shall be made one year after the last payment of rent by the City to IHL under their prior agreement (the IHL Lease). When the Phase I Guaranteed Rent payments begin, this additional guaranteed rent obligation shall terminate.

(h) The rent guaranties described in Section 3.1(c) [$500,000.00], Section 3.1(d) [$750,000.00], Section 3.1(e) [$1,000,000.00], and Section 3.1(b) [$2,733,000.00] above, as well as the floor amount upon which they are based [$2,733,000.00], shall increase every five (5) years in accordance with the Consumer Price Index based calculation set out in this paragraph. The first such increase shall take effect beginning the sixth (6 ^th ) Lease Year, and thereafter increases shall take effect on every fifth anniversary of that date. The new numbers for each such increase shall be the previous year’s numbers increased by the increase in the Consumer Price Index, as promulgated by the U.S. Department of Labor or successor entity for the previous five (5) year period, but not to exceed a total increase of ten percent (10%) in any single five (5) year period.

(i) All rental payments provided above shall be payable to Landlord at such place as is set forth in the Point Cadet Settlement Agreement, without any demand therefor, and without any deduction or set-off whatsoever. Supplemental Guaranteed Rent payments for each applicable Lease Year must be paid within the first month (August 1-31) following that Lease Year. Landlord may charge interest on all past-due payments of base rental in accordance with the provisions of Section 20.4.

9

Section III.2. Percentage Rent.

(a) Upon completion of each Phase of the Facilities, Tenant shall pay to Landlord, in the manner and upon the conditions and at the time hereinafter set forth during each Lease Year of the term hereof, percentage rent equivalent to four percent (4%) of Gross Retail Revenue and Gross Cash Revenue generated by all food, beverage, hotel, lodging, retail facilities and all other commercial activities located on or in that Phase of the Facilities, whether said Gross Retail Revenue or Gross Cash Revenue is generated by Tenant, by a subcontractor of Tenant, by an approved sublessee of Tenant, or by any other person or entity operating on the Leased Premises, whether in privity with Tenant, with the approval or consent of Tenant, or by mere sufferance of Tenant.

(b) Percentage Rent under this Lease shall be considered in the Supplemental Rent computations under Sections 3.1(b), 3.1(c), and 3.1(d), however: i) where more than the minimum rent amounts guaranteed therein are generated and paid by Tenant in any given time period, Percentage Rent under this Lease is due in addition to all other forms of rent due by Tenant; and ii) where less than the minimum rent amounts guaranteed therein are generated by Tenant from the sources cited therein, it shall be considered as being subsumed in and a part of the guaranteed rent amount actually paid by Tenant.

(c) Percentage rent for each month shall become due and payable twenty (20) days after the last day of each month of each Lease Year.

(d) All percentage rent shall be payable at such place as is set forth in the Point Cadet Settlement Agreement, without any prior demand therefor, and without any set-off or deduction whatsoever. Landlord may charge interest on all past-due payments owed by Tenant as percentage rent hereunder in accordance with the provisions of Section 20.4.

Section III.3. “Gross Retail Revenue” and “Gross Cash Revenue” Defined.

(a) “Gross Retail Revenue” and “Gross Cash Revenue” shall mean, without any double counting, the total amount of the actual sales price, whether for cash or on credit or partly for cash and partly on credit, of all: (1) retail or wholesale sales of merchandise and services, including all gift and merchandise certificates; (2) all lay-away sales; (3) all credit charges and carrying charges; (4) all other receipts of business conducted in or from the Leased Premises; (5) all mail or telephone orders received or filled at or from the Leased Premises; (6) all deposits not refunded to purchaser; (7) all orders taken in and from the Leased Premises whether or not said orders are filled elsewhere (provided that such orders filled elsewhere and subject to a percentage rent payable to Landlord under the Hotel Lease or the Casino Lease shall not be subject to an additional percentage rent under this Sublease); (8) revenues and receipts received by Tenant through any vending machine or other coin-operated device either operated by Tenant or from which Tenant receives revenues; (9) revenues received by Tenant based upon sales, revenues and receipts made or received by any

10

subtenant, concessionaire, licensee and any other person or persons permitted to use the Leased Premises; (10) all receipts from the operation of a hotel or other lodging facility; (11) all food and beverage revenues; and (12) revenues received by Tenant based upon all uses of the Leased Premises by Tenant, its successors or its assigns, any subtenant, concessionaire, licensee and any other person or persons permitted to use the Leased Premises.

(b) No deduction shall be made from the amount included in “Gross Cash Revenue” or “Gross Retail Revenue” on account of the payment of any franchise, income or gross receipts tax, or any other tax based upon the income of Tenant. “Gross Cash Revenue” and “Gross Retail Revenue” shall not, however, include any sums collected and paid out for: any sale or retail excise tax (including, but not limited to, any hotel or motel room use tax or tourism tax) imposed by any duly constituted governmental authority, if stated and collected separately from the price of the merchandise or service sold; nor the amount of returns to shippers or manufacturers; nor the amount of any cash or credit refund made upon any sale where the merchandise sold, or some part thereof, is thereafter returned by the purchaser and accepted by Tenant; nor sales of fixtures which are not a part of Tenant’s stock in trade. Each sale upon installment or credit shall be treated as a sale in the month during which Tenant shall receive payment from its customers.

(c) Notwithstanding anything to the contrary contained herein, the terms “Gross Retail Revenue” or “Gross Cash Revenue” shall not include the value of Comps.

Section III.4. Additional Rent.

Tenant shall pay all other sums of money or charges required to be paid by Tenant to Landlord under this Lease, whether or not the same be designated “additional rent.” These amounts and charges shall be due and payable immediately upon receipt by Tenant of an invoice therefor. All sums of money or other charges payable by Tenant under this section shall be payable at such place as is set forth in the Point Cadet Settlement Agreement, without any set-off or deduction whatsoever. Landlord may charge interest on all such past-due payments owed by Tenant, regardless of whether they are designated as additional rent, in accordance with the provisions of Section 20.4.

Section III.5. Taxes on Rentals.

In the event that any federal, state, local or other governmental authority shall impose or assess any tax, levy or other charge on or against all or any part of the rentals paid or to be paid by Tenant under the terms of this Lease, and Landlord is thereby required to collect from Tenant and/or pay such tax, levy or charge to such authority, Tenant covenants and agrees, within ten (10) days from written demand therefor, to pay to or reimburse Landlord (as the case may be) all such charges as may be imposed or assessed, which, for the purposes of this Lease, shall be deemed to be due from Tenant as additional rent.

11

Section III.6. Property Taxes.

Tenant shall be responsible for payment of all taxes, including, but not limited to, taxes on Tenant’s leasehold interest, all improvements located on the Leased Premises and the Access Tract, and all personal property of Tenant and its licensees, concessionaires, assigns and subtenants, which may be levied or assessed against such property and the Leased Premises and the Access Tract by any lawful authority.

Section III.7. Limits on Liability–Insurance.

Landlord shall not be liable to Tenant or to any of its employees, agents, invitees, visitors, or any other person whomsoever, for any damage to person or damage to property on or about the Leased Premises and the Access Tract or in the common areas, caused by the negligence or misconduct of Tenant, its employees, licensees, concessionaires, or any other person entering the Leased Premises and the Access Tract, either under express or implied invitation of Tenant, or arising out of the use of the Leased Premises and the Access Tract by Tenant, or arising out of the conduct of Tenant’s business therein, or arising out of any breach or default by Tenant in the performance of its obligations hereunder, and Tenant hereby agrees to indemnify Landlord and hold it harmless from any loss, expense or claim, including reasonable attorneys’ fees arising out of any damage or injury.

Section III.8. Public Liability Insurance.

Tenant agrees to procure and maintain at its sole cost and expense throughout the term of this Lease a policy or policies of insurance insuring Landlord, IHL, and Tenant against all claims, demands or actions arising out of or in connection with the use and occupancy of the Leased Premises and the Access Tract by Tenant or its employees, licensees, concessionaires, subtenants, or any other person entering the Leased Premises or the Access Tract either under express or implied invitation of Tenant, or arising out of the use of the Leased Premises or the Access Tract by Tenant, its employees, licensees, concessionaires, subtenants, or any other person or corporation by express or implied invitation of Tenant, or by the condition of the Leased Premises or the Access Tract; the limits of such policies to be in an amount not less than One Million Dollars ($1,000,000.00) for injuries or death to any one person and not less than Three Million Dollars ($3,000,000.00) for injuries or death concerning more than one person as a result of one accident and not less than One Hundred Thousand Dollars ($100,000.00) for property damaged or destroyed; said policy or policies to be written by an insurance company satisfactory to Landlord and naming Landlord as an additional insured.

12

Section III.9. Fire and Casualty Insurance.

Tenant shall keep the Leased Premises and the Access Tract insured throughout the term(s) of this Lease against loss or damage by fire and such other risks as may be included in the broadest form of extended coverage insurance from time to time available in such amounts sufficient to prevent Landlord from becoming a co-insurer within the terms of applicable policies and, in any event, in an amount not less than eighty percent (80%) of the then insurable value of the Leased Premises, Access Tract, and improvements. Landlord shall be named in all such policies of insurance as a named insured as its interest may appear.

ARTICLE IV.

REPORTS, RECORDS AND AUDIT

Section IV.1. Reports by Tenant.

(a) Tenant shall submit to Landlord on or before the thirtieth (30th) day following each month during the term hereof (including the thirtieth (30th) day of the month following the end of the term) at the place then fixed for the payment of rent, a written statement signed by Tenant, and certified by it to be true and correct, showing the amount of Gross Retail Revenue and Gross Cash Revenue for the preceding month.

(b) Tenant shall submit to Landlord on or before the one hundred twentieth (120th) day following the end of each Lease Year, and after the termination of this Lease, at the place then fixed for the payment of rent, an audited financial statement, certified to be true and correct, showing the amount of Gross Retail Revenue and Gross Cash Revenue during the preceding Lease Year and duly certified to Tenant by an independent certified public accountant.

(c) The statements referred to herein shall be prepared in conformity with generally accepted accounting principles and shall be in sufficient detail to permit Landlord to determine compliance with the terms of this Lease and to verify the applicable amount of percentage and additional rent. Should Landlord fail to receive such report in a timely fashion, Landlord shall give written notice to Tenant of its intent to exercise its right to cause a complete audit to be made of Tenant’s records that relate to the revenues from the Leased Premises for the period for which the required report has not been furnished. Upon receipt of such notice, Tenant shall have seven (7) days to provide the report. If Tenant does not provide the report in said time period, Landlord may cause such audit to be made, the cost of which shall be paid by Tenant to Landlord immediately upon the completion of said audit.

(d) All reports and other information concerning Tenant provided to or otherwise obtained by Landlord pursuant to this Article are deemed by Tenant to be confidential, commercial, financial, and proprietary, and to the extent that permitted or required by the Mississippi Public Records Act they shall be held as such by Landlord.

13

Section IV.2. Tenant’s Records.

(a) Tenant, during the term of this Lease, shall maintain and keep, or cause to be maintained and kept, on the Leased Premises or at its home office, a full, complete and accurate record and account of all revenues, all sales of merchandise and services and all sums of money paid or payable for or on account of or arising out of the business and all business transactions conducted in, at or from said Leased Premises by or for the account of Tenant and all subtenants, concessionaires, licensees and other persons conducting business in the Leased Premises, for each day of the term hereof.

(b) Such records and accounts, and all supporting records and data, at all times during the term hereof, and for a twelve (12) month period thereafter, shall be made available to Landlord for inspection, audit and copying or reproduction at said Leased Premises by Landlord and its duly authorized agents or representatives at all reasonable times during ordinary business hours. All such records shall conform to sound and accepted accounting practices and shall indicate all amounts of Gross Retail Revenue and Gross Cash Revenue at, in and upon the Leased Premises for each day of the term hereof and shall be supported by tax reports, sales slips, sales checks, bank deposit records and other supporting data. Tenant shall keep and preserve or cause to be kept and preserved said records for not less than twelve (12) months after the due date and payment of the percentage rental based thereon and due under the terms hereof.

(c) Tenant hereby authorizes the tax collector or collectors of the appropriate governmental and taxing authorities, including, without limitation, the Mississippi State Tax Commission, the Tax Assessor’s Office of Harrison County, Mississippi, the Office of the Tax Collector of Harrison County, Mississippi and the Tax Collector of the City of Biloxi, to disclose to Landlord, upon its request, Tenant’s sales and/or excise tax returns filed with such authorities covering the original and any renewal term of this Lease.

Section IV.3. Right to Examine Books.

The acceptance by Landlord of payments of percentage rent shall be without prejudice to Landlord’s right to an examination of Tenant’s books, records and supporting data relating to its Gross Retail Revenue and Gross Cash Revenue and inventories of merchandise at the Leased Premises in order to verify the amount of annual Gross Retail Revenue and Gross Cash Revenue made in and from the Leased Premises.

Section IV.4. Audit.

(a) At its option, Landlord may cause, at any reasonable time upon ninety-six (96) hours prior written notice to Tenant, during the term of this Lease, and for the twelve (12) month period following the due date of any percentage rent due hereunder, a complete audit to be made of Tenant’s records that relate to the sales in the Leased Premises for the period covered by any statement or report issued by Tenant as above set forth.

14

(b) If such audit shall disclose an error, difference or discrepancy of five percent (5%) or more with respect to any rent, including, without limitation, percentage rent due hereunder, theretofore computed and paid by Tenant for such period, Tenant shall promptly pay to Landlord the cost of said audit in addition to any deficiency disclosed by such audit, which deficiency shall be payable in any event. Any information obtained by Landlord as a result of such audit shall be held in strict confidence by Landlord to the fullest extent authorized by law.

(c) If such audit shall disclose that Tenant shall have overpaid its rent theretofore computed, Landlord shall credit any such over payment to subsequent rent payments.

Section IV.5. HUD Compliance.

(a) Tenant shall provide all information required by the Department of Housing and Urban Development (HUD), or its successor agency, in the implementation of its Community Development Block Grant Program and its Urban Development Action Grant Program, and any other applicable federal program, as they pertain or apply to the Biloxi Waterfront-Point Cadet Project.

(b) If Landlord is penalized, fined or assessed in any manner by HUD based upon the failure of Tenant to provide such information in a timely manner, or if Landlord suffers any financial loss by reason of such failure, then Tenant shall indemnify Landlord for such loss and shall pay all such sums due. This payment obligation shall constitute additional rent under this Lease.

ARTICLE V.

CONSTRUCTION, ALTERATION AND RELOCATION

Section V.1. Tenant’s Obligation.

(a) Tenant shall, at Tenant’s cost and expense, construct Phase I of the Facilities in or on the Leased Premises for Tenant’s use and occupancy substantially in accordance with plans and specifications consistent with the type and quality of development at the Biloxi Waterfront-Point Cadet Project–Point Cadet site, and as approved by applicable regulatory bodies. The cost of said improvements shall be not less than Fifteen Million ($15,000,000.00) Dollars. Any equipment or work which Tenant or Tenant’s contractor installs or constructs in or on the Leased Premises on Tenant’s behalf shall be paid for by Tenant prior to the date that Tenant opens for business. The taking of possession of the Leased Premises by Tenant shall be conclusive evidence that the Leased Premises were in good and satisfactory condition in accordance with the terms of this Lease at the time such possession was taken, subject to the ability of Tenant to obtain necessary permits from the City of Biloxi in conformity with the intent of this Lease.

(b) Tenant shall have the right to construct, operate, and maintain, all at its own expense, such additional retail, food, beverage, hotel and entertainment facilities on New Tract B, as well as on top of the initial improvements (garage) contemplated for New Tract A, as it deems appropriate in its business judgment.

15

Section V.2. Changes and Additions to Project.

Subject to Article VII of the Point Cadet Settlement Agreement and to Section 7.3 of this Lease, the Hotel Lease, and the Casino Lease, Landlord reserves the right to construct and remove other buildings or improvements in the Biloxi Waterfront-Point Cadet Project area (other than property therein leased to Tenant) from time to time and to make alterations thereof or additions thereto and to build additional stories on any such building or buildings and to construct double-deck or elevated parking facilities. Landlord further reserves the right to enter and use the Leased Premises and the Access Tract for the purpose of installing, repairing and removing wiring, piping, ducts and conduits for service of the Leased Premises or other buildings in the Biloxi Waterfront-Point Cadet Project, provided that Landlord shall not unreasonably interfere with the use of the Leased Premises by Tenant.

Section V.3. Tenant Shall Discharge All Liens.

Tenant shall promptly pay all its contractors and materialmen, so as to minimize the possibility of a lien attaching to the Leased Premises and the Access Tract; and should any such lien be made or filed, Tenant shall bond against or discharge the same within ten (10) days after written request by Landlord.

ARTICLE VI.

CONDUCT OF BUSINESS BY TENANT

Section VI.1. Use of Leased Premises.

(a) Tenant shall not use, permit or suffer the use of the Leased Premises or any part thereof for any purpose other than the following: Parking facilities and resort hotel facilities, either casino related or otherwise, and those activities which are ancillary to a resort hotel, including, without limitation, dining, amusement, sports or entertainment facilities, transportation service or other related activities or enterprises and any additions or improvements thereto, provided that such use is also in compliance with applicable zoning laws, provided further that gaming is not authorized on the Leased Premises (except to the extent hereinafter provided), and Tenant agrees that the Leased Premises are leased exclusively for said business and commercial purposes. Although gaming is not authorized on or from the Leased Premises, Tenant may operate the commercial enterprises authorized by this Lease in physical conjunction with or connection to its gaming activities authorized under the Casino Lease, as amended; and Tenant may continue to operate its existing gaming enterprise as authorized under the Casino Lease.

(b) The parties acknowledge that Landlord, the Biloxi Port Commission and their subtenants utilize a portion of the property subject to the Casino Lease, as well as portions of New Tract A and the Access Tract for access to the Point Cadet Marina and other property in the Biloxi Waterfront Project-Point Cadet Site. The parties agree to amend the Boardwalk Agreement, which is recorded in Land Deed Book 207, at Page 42, to designate the relocation of said boardwalk easement as necessitated by the new construction contemplated by this Lease. Further, Landlord

16

hereby retains a twenty-four (24) foot wide easement for purposes of ingress and egress across the roads to be built on the property, the location of which shall be hereafter mutually agreed to by the parties and shall be consistent with the design of the proposed new garage on New Tract A. Landlord acknowledges the right of Tenant to construct improvements consistent with the terms and conditions of this Lease on said easement; however, any improvements so constructed, excluding support structures, must be constructed a sufficient elevation above improved surface level to permit vehicular traffic and must be constructed in such a manner to permit the public, Landlord, and its assigns and subtenants to exercise the rights of ingress and egress retained herein. After the roads are constructed, a separate easement shall be executed by the parties which shall include a metes and bounds description of the easement retained by Landlord.

(c) All parking on the Leased Premises and the Access Tract shall be open to the general public, including Port Commission employees and users of the Point Cadet Marina.

Section VI.2. Operation of Business.

(a) Tenant shall occupy the Leased Premises promptly after the commencement of the original term of this Lease and thereafter continuously during the term of this Lease. Tenant shall conduct and operate in said Leased Premises the business permitted under Section 6.1 continuously during such occupancy.

(b) Tenant covenants that it will use, occupy and operate the entire Leased Premises continuously and without interruption during the entire term in a manner consistent with all of the terms, covenants and conditions of this Lease which will enhance the Biloxi Waterfront-Point Cadet Project as a whole and its reputation as a desirable place to visit, shop, dine and patronize and which will achieve the maximum volume of sales so that Landlord will receive the maximum amount of percentage rent for the Leased Premises. The foregoing notwithstanding: (i) Tenant shall have the right to temporarily cease operation of any of its businesses operated on or from the Leased Premises for ordinary business purposes; and (ii) Tenant shall be entitled to exercise its business judgement in determining whether to construct any Phase of the Facilities as defined herein.

(c) Tenant agrees that upon completion of Phase II and Phase III of the Facilities it will: (i) maintain displays of merchandise in and keep any display windows of the Leased Premises well lighted in accordance with the rules and regulations promulgated by Landlord; (ii) store in or on the Leased Premises only such merchandise as will be offered for sale at retail from the Leased Premises or the premises leased under the Hotel Lease and the Casino Lease; (iii) utilize only those portions of the Leased Premises as are reasonably required for office and storage purposes; (iv) be open for business during normal business hours each and every day of each year of this Lease, except as provided for herein; and (v) provide, at Tenant’s expense, such security devices or personnel as may be reasonably required to prevent theft, vandalism and other losses or nuisances on the Leased Premises and the Access Tract.

17

(d) Tenant shall procure, at Its sole expense, any permits and licenses required for the transaction of business with respect to the Leased Premises and shall otherwise comply with all applicable laws, ordinances and governmental regulations pertaining to the conduct of such business.

Section VI.3. Competition.

Tenant shall not violate any exclusive right given by Landlord to any other tenant of the Biloxi Waterfront-Point Cadet Project area; provided, that such exclusive right does not conflict with Tenant’s then existing operations, if authorized under this Lease, or Tenant’s exclusive rights.

Section VI.4. Storage, Office Space.

Although Tenant may warehouse, store and/or stock in the Leased Premises such goods as are reasonably necessary to operate its lodging business, and businesses ancillary thereto, Tenant shall use the Leased Premises for income-producing business enterprises as provided in Section 6.1 herein upon completion of Phase II of the Facilities and shall not use the Leased Premises primarily as a warehouse or storage facility.

Section VI.5. Merchandise.

Tenant shall offer only such goods, wares and merchandise as are, in Landlord’s opinion, of the quality and kind suitable for sale on the Leased Premises or consistent with t