1286382--4/11/2006--PREMIER_FINANCE_BILOXI

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{customer, product, revenue}

{investment, property, distribution}

{property, intellectual, protect}

{competitive, industry, competition}

{loss, insurance, financial}

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{tax, income, asset}

{condition, economic, financial}

{personnel, key, retain}

{cost, operation, labor}

{cost, regulation, environmental}

{gas, price, oil}

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We are in negotiations with several of our insurance carriers and in litigation with one of our insurance carriers over issues relating to coverage. The timing of settlement and/or recovery with these carriers may extend for an indefinite period of time and the amount of settlement and/or recovery may not be sufficient to cover existing indebtedness. The actions of U.S. Bank National Association, as trustee and disbursement agent, which have prevented access to business interruption insurance proceeds and property loss proceeds received have prevented us from pursuing reconstruction efforts, and from paying vendors, suppliers, contractors and subcontractors for work performed prior to Hurricane Katrina. We have a substantial amount of indebtedness, which could adversely affect our financial condition and prevent us from servicing our obligations under the Notes. We could encounter problems during reconstruction that could substantially increase the construction costs or delay the opening of the Hard Rock Hotel Casino Biloxi. We will face significant competition from hotels and casinos located in our market and elsewhere and other forms of gaming and entertainment. The gaming industry in our market is highly competitive. We will potentially face competition from other Hard Rock enterprises. We have no operating history or history of earnings and do not have any experience developing or operating a gaming facility. The operation of the Hard Rock Hotel Casino Biloxi is contingent upon governmental approval. A revocation, suspension, limit or condition of our gaming licenses or registrations could result in a material adverse effect on our business. We depend solely on the Hard Rock Hotel Casino Biloxi to generate cash sufficient to make payments on our indebtedness. We are subject to greater risks than a geographically diverse company. We have only a limited right to use the Hard Rock brand name, and the loss of this right could cause significant damage to our business. None of the Hard Rock entities is in any way responsible for repayment of the Notes. We will rely on the use of the Hard Rock brand, and the use of the Hard Rock brand by entities other than us could damage our business and hurt our results of operations. We issued a junior subordinated note to Rank America, Inc. A default under this junior subordinated note will cause a default under the indenture governing the Notes. The loss of our president and our inability to train and retain qualified employees could significantly harm our business. Restrictive covenants in the indenture governing the Notes and our other agreements may limit our ability to expand our operations and our ability to pursue our business strategies. Our rights to continue to locate the casino structure at the proposed site of reconstruction of the Hard Rock Hotel Casino Biloxi will be subject to the tidelands lease with the State of Mississippi, which may be terminated by the State of Mississippi under certain circumstances. Our business will rely on customers to whom we may extend credit, and we may not be able to collect gaming receivables from our credit players. Any failure to comply with environmental laws and regulations could have a material adverse effect on us. Terrorism and the uncertainty of war, as well as other factors affecting discretionary consumer spending on leisure activities, may harm our operating results. Fuel prices may adversely affect our ability to draw customers. Any increase in federal, Mississippi or Biloxi taxes could have a negative impact on our cash flows. We have entered into a lease, memorabilia lease and a retail store lease with Hard Rock International (STP), Inc. The early termination of all or any of these leases would negatively impact our business. The value of the collateral securing the Notes may not be sufficient to pay all amounts owed under the Notes if an event of default occurs. The trustee and disbursement agent s ability to foreclose on the collateral securing the Notes may be limited. We may not be able to obtain sufficient insurance coverage to replace or cover the full value of the collateral. The indenture governing the Notes and the investment agreement with Rank America, Inc. require us to repurchase Notes and repay the junior subordinated note if we experience a change of control. We may not have sufficient funds to be able to repurchase Notes or repay the junior subordinated note upon a change of control. The noteholders may be required to dispose of or redeem their Notes pursuant to gaming laws. The indenture provides that, until we file for bankruptcy or the trustee and disbursement agent forecloses on the license agreement with Hard Rock Hotel Licensing, Inc., we will pay amounts due under the Hard Rock license agreement before we pay any other obligations, including our obligations with respect to the Notes. The market data we rely on may be inaccurate or incomplete and is subject to change. There are conflicts of interest between us and parties who have signed agreements with us.

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1286382--4/11/2006--PREMIER_FINANCE_BILOXI_CORP