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PRIVATE PLACEMENT MEMORANDUM
DIAMONDHEAD CASINO
CORPORATION
Up To $750,000 of Units Consisting of
Unsecured Convertible Promissory Notes and Warrants
OCTOBER 25, 2010
This confidential private placement memorandum may not be shown or given to any person other than the
person whose name appears above and may not be printed or reproduced in any manner whatsoever. Failure
to comply with this directive can result in a violation of the Securities Act of 1933, as amended, and/or the
Securities Exchange Act of 1934, as amended, including Regulation FD. Any further distribution or
reproduction of these materials, in whole or in part, or the divulgence of any of the contents by an offeree is
unauthorized.

DIAMONDHEAD CASINO CORPORATION
PRIVATE PLACEMENT MEMORANDUM
Up To $750,000 of Units Consisting of
Unsecured Convertible Promissory Notes and Warrants
Diamondhead Casino Corporation, a Delaware corporation, is offering to a limited number of accredited investors,
Units, each consisting of: (a)