EXHIBIT 10.3 AMENDMENT NO. 1 TO CASH COLLATERAL AND DISBURSEMENT AGREEMENT

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                                                                    EXHIBIT 10.3

                               AMENDMENT NO. 1 TO

                   CASH COLLATERAL AND DISBURSEMENT AGREEMENT

         This Amendment No. 1 to Cash Collateral and Disbursement Agreement (the

"Amendment") is made and entered into as of the 17th day of November, 2003 by

and among U.S. Bank National Association, a national banking association, as

disbursement agent, securities intermediary and depositary bank (the "USB

Disbursement Agent"), Wells Fargo Bank, N.A., a national banking association, as

disbursement agent, securities intermediary and depositary bank (the "WFB

Disbursement Agent"), (the USB Disbursement Agent and the WFB Disbursement

Agent, together with any successor disbursement agent permitted hereunder, being

sometimes referred to herein individually or collectively as the "Disbursement

Agent"), U.S. Bank National Association, a national banking association, as

trustee under the Indenture (together with its successors and assigns from time

to time under the indenture, the "Trustee"), Merritt & Harris, Inc. (the

"Independent Construction Consultant"), the River Rock Entertainment Authority

(the "Authority"), an unincorporated instrumentality of The Dry Creek Rancheria

Band of Pomo Indians of California (the "Tribe") and the Tribe (collectively,

the "Parties").

         WHEREAS the Parties entered into the Cash Collateral and Disbursement

Agreement dated as of the 7th day of November, 2003, (the "Agreement"); and

         WHEREAS the Parties wish to amend the Agreement to make technical

amendments thereto,

         NOW THEREFORE, in consideration of the premises and the mutual

covenants and agreements set forth herein, the Parties, intending to be legally

bound hereby, agree as follows:

         1. Defined Terms. Unless otherwise defined herein, capitalized terms

used herein shall have the meanings, if any, assigned to them in the Agreement.

         2. Section 2.5.1 of the Agreement is hereby amended by deleting the

first sentence thereof in its entirety and replacing it with the following:

                  "For so long as this Agreement remains in effect, the WFB

                  Disbursement Agent waives its rights of chargeback and/or

                  banker's lien against the Operating Account. In addition, the

                  WFB Disbursement Agent waives any right to offset any claim

                  (including such right of setoff as set forth in Section 9-340

                  of the UCC) against the Authority which it might have against

                  any account maintained hereunder; provided, however, that the

                  WFB Disbursement Agent retains the right to charge the

                  Operating Account for (a) any of the WFB Disbursement Agent's

                  fees provided for herein for which the Authority is

                  responsible as provided above and (b) all items deposited in

                  and credited to the Operating Account and subsequently

                  returned unpaid or with respect to which the WFB Disbursement

                  Agent fails to receive final settlement."

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         3. Section 2.5.2 of the Agreement is hereby amended by deleting the

second sentence thereof in its entirety and replacing it with the following:

                  "For so long as this Agreement remains in effect, the USB

                  Disbursement Agent waives its rights of chargeback and/or

                  banker's lien against the Operating Account. In addition, the

                  USB Disbursement Agent waives any right to offset any claim

                  (including such right of setoff as set forth in Section 9-340

                  of the UCC) against the Authority which it might have against

                  any account maintained hereunder; provided, however, that the

                  USB Disbursement Agent retains the right to charge the

                  Construction Accounts for (a) any of the USB Disbursement

                  Agent's fees provided for herein for which the Authority is

                  responsible as provided above and (b) all items deposited in

                  and credited to the Construction Accounts and subsequently

                  returned unpaid or with respect to which the USB Disbursement

                  Agent fails to receive final settlement."

         4. Section 2.9 of the Agreement is hereby amended by deleting the first