EMPLOYMENT AGREEMENT





     This Employment Agreement ("Agreement") is entered into as of June 1, 2000,

by and between MGM GRAND, INC., a Delaware corporation ("Employer"), and Gary N.

Jacobs, ("Employee").



1.   Employment. Employer hereby employs Employee, and Employee hereby accepts

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     employment by Employer, as Executive Vice President and General Counsel

     (which titles may be changed (but not to a lower status) by Employer in its

     sole discretion) to perform such executive, managerial or administrative

     duties as Employer may specify from time to time. In construing the

     provisions of this Agreement, Employer shall include all of Employer's

     subsidiary, parent and affiliated corporations and entities. Employer

     represents and warrants to Employee that its Board of Directors has elected

     Employee to serve as a member of Employee's Board of Directors, effective

     as of the Commencement Date (as hereinafter defined). During the Specified

     Term, Employer agrees to take all steps necessary to include Employee as a

     member of management's slate of nominees for election as a member of

     Employer's Board of Directors. During the Specified Term, Employee shall

     report directly to the Chairman of the Board of Directors of Employer and

     shall be invited to attend all meetings of the Executive Committee.



2.   Term. This Agreement shall commence on June 1, 2000 (the "Commencement

     ----

     Date"), and continue through and including June 1, 2004 (the "Specified

     Term").



3.   Compensation. Employee shall receive a minimum annual salary of $500,000,

     ------------

     commencing on the Commencement Date. Employee shall also be eligible to

     receive fringe benefits commensurate with Employer's other employees in

     comparable executive positions, and reimbursement for all reasonable

     business and travel expenses incurred by Employer in performing the duties

     hereunder, payable in accordance with Employer's customary practices.

     Employee's performance may be reviewed periodically. Employee is eligible

     for consideration for a discretionary raise and/or promotion by Employer in

     its sole and absolute discretion. Commencing with the Employer's fiscal

     year ending on December 31, 2000, Employee shall be entitled to an annual

     bonus ("Bonus") determined pursuant to Employer's Annual Performance-Based

     Incentive Plan for Executive Officers, or any successor plan (the "Bonus

     Plan") with Employee's participation to be determined on a pro rata basis

     to the extent the termination date of this Agreement does not coincide with

     the end of a fiscal year of Employer. Employee shall also be eligible to

     receive additional bonuses as determined by Employer in its sole and

     absolute discretion. For the calendar year ending December 31, 2000,

     Employee shall receive a Bonus of not less than $500,000.



4.   Extent of Services. The Employee agrees that the duties and services to be

     ------------------

     performed by Employee shall be performed exclusively for Employer. Employee

     further agrees to perform such duties in an efficient, trustworthy and

     businesslike manner. The Employee agrees not



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     to render to others any service of any kind whether or not for

     compensation, or to engage in any other business activity whether or not

     for compensation, that is similar to or conflicts with the performance of

     Employee's duties under this Agreement, without the approval of the

     Executive Committee of the Board of Directors of Employer. Subject to the

     above-referenced discretion of the Executive Committee, it is understood

     that Employee may continue to serve in the capacities specified on Exhibit

     D hereto.



5.   Policies and Procedures. In addition to the terms herein, Employee agrees

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