AMENDMENT NO. 1
                          Dated as of January 30, 1996
                                     to the
                                OPTION AGREEMENT


         Amendment  No. 1 dated as of January 30,  1996 to the Option  Agreement
(the "Amendment") by and among The Claridge Hotel and Casino Corporation,  a New
York corporation (the "Buyer"), The Claridge at Park Place, Incorporated,  a New
Jersey  corporation and a wholly-owned  subsidiary of Buyer ("CPPI"),  Philip J.
Dion,  as Trustee (the  "Seller")  for Valley of the Sun United Way (the "United
Way") under an Irrevocable Trust, dated April 2, 1990 (the "Trust  Instrument"),
and Atlantic City Boardwalk  Associates,  L.P., a New Jersey limited partnership
(the "Partnership").


                                                W I T N E S S E T H :


         WHEREAS,  Buyer,  CPPI,  Seller  and the  Partnership  have  heretofore
entered  into an Option  Agreement  dated as of November  29, 1995 (the  "Option
Agreement"); and

         WHEREAS, Buyer,  CPPI,  Seller and the  Partnership wish  to  amend the
Option Agreement as set forth herein;

         NOW  THEREFORE,  in  consideration  of the foregoing and other good and
valuable consideration, the parties hereto agree as follows:

         1. Article VII,  Section  7.1(a)(ii) of the Option  Agreement is hereby
amended to delete the present  language thereof in its entirety and to insert in
its place the following:

                 "(ii)         by the Buyer or the Seller by written notice
                               to  the  other  if,  without  fault  of  the
                               terminating  party, the Option Closing shall
                               not have occurred on or before  February 25,
                               1996; or"

         2. The parties hereto agree not to appeal Resolution  No. 96-2-4 of the
New Jersey Casino  Control Commission, obtained by the Seller in connection with
the transactions contemplated by the Option Agreement.

         3. This Amendment will be governed by, and construed under, the laws of
the State of New York.

         4. Except as provided herein,  all provisions,  terms and conditions of
the Option  Agreement shall remain in full force and effect.  As amended hereby,
the Option Agreement is ratified and confirmed in all respects.

         5. This Amendment may be executed in two or more counterparts,  each of
which will be deemed an original,  but all of which together will constitute one
and the same agreement.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly executed and delivered as of the date first above written.


                                   THE CLARIDGE HOTEL AND CASINO CORPORATION

                                   By: _____________________________
                                       Name:
                                       Title:


                                   THE CLARIDGE AT PARK PLACE, INCORPORATED

                                   By:_____________________________
                                      Name:
                                      Title:


                                   ---------------------------------
                                   PHILIP J. DION, as Trustee for
                                   VALLEY OF THE SUN UNITED WAY


                                   ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                                   By: _____________________________
                                       Name:  Anthony C. Atchley
                                       Title: General Partner

                                   By: _____________________________
                                       Name:  Gerald C. Heetland
                                       Title: General Partner