SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT

Development Agreement

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LAKES ENTERTAINMENT INC | POKAGON BAND OF POTAWATOMI INDIANS

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Title: SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT
Date: 12/2/2005
Industry: CASINO Law Firm: Drummond Woodsum & MacMahon;Hamilton Quigley Twait & Foley, PLC;Maslon Edelman Borman & Brand, LLP Sector: SERVIC

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<PAGE>

Exhibit 10.70

EXECUTION VERSION

SECOND AMENDED AND RESTATED

DEVELOPMENT AGREEMENT

BETWEEN THE

POKAGON BAND OF POTAWATOMI INDIANS

AND

GREAT LAKES GAMING OF MICHIGAN, LLC,

(f/k/a GREAT LAKES OF MICHIGAN, LLC)

DATED AS OF DECEMBER 22, 2004

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TABLE OF CONTENTS

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RECITALS .............................................................................. 1

ARTICLE 1 DEFINITIONS AND OBJECTIVES .................................................. 3

Section 1.1 Definitions ........................................................... 3

Account ............................................................... 3

Accrued Expenses ...................................................... 3

Agreement ............................................................. 3

Agreements ............................................................ 3

Approved Construction Costs ........................................... 3

Approved Development Budget ........................................... 3

Architect ............................................................. 3

Assignment and Assumption Agreement ................................... 3

Band Designee ......................................................... 3

Band Designee Guarantee ............................................... 3

Band Designee Mortgage ................................................ 3

Band Event of Default ................................................. 3

Band Interest Rate .................................................... 4

Band Mortgage ......................................................... 4

Band Security Agreement ............................................... 4

Band Working Capital Advances ......................................... 4

Bank Closing .......................................................... 4

Bank Lender ........................................................... 4

Bank Loan ............................................................. 4

Bank Loan Agreement ................................................... 4

Bank Note ............................................................. 5

BIA ................................................................... 5

Business Board ........................................................ 5

Change of Control ..................................................... 5

Class II Gaming ....................................................... 5

Class III Gaming ...................................................... 5

Commencement Date ..................................................... 5

Compact ............................................................... 5

Completion Date ....................................................... 5

Constitution .......................................................... 6

Construction Costs .................................................... 6

Construction Documents ................................................ 6

Construction Guaranty Payments ........................................ 6

Control Agreement ..................................................... 6

Corporate Commission .................................................. 6

CRC ................................................................... 6

Design Agreement ...................................................... 6

Design Packages ....................................................... 6

Development Expenditures .............................................. 6

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Development Soft Costs ................................................ 7

Disbursement Accounts ................................................. 7

Dominion Account ...................................................... 7

Dominion Agreement .................................................... 7

Economically Feasible ................................................. 7

Enterprise ............................................................ 7

Enterprise Accounts ................................................... 7

Equipment Lender ...................................................... 8

Equipment Loan Agreement .............................................. 8

Equipment Loan ........................................................ 8

Equipment Note ........................................................ 8

Facility .............................................................. 8

Final Scope of Work ................................................... 8

Firstar ............................................................... 8

Force Majeure ......................................................... 8

Furnishings and Equipment ............................................. 8

Gaming ................................................................ 9

Gaming Ordinance ...................................................... 9

Gaming Regulatory Authority or GRA .................................... 9

Gaming Site ........................................................... 9

Gaming Site Acquisition Advances ...................................... 9

Governmental Action ................................................... 9

Great Lakes ........................................................... 9

Guaranty .............................................................. 9

Guaranty Reserve ...................................................... 10

Initial Phase ......................................................... 10

Initial Scope of Work ................................................. 10

IGRA .................................................................. 10

Insider ............................................................... 10

Lakes ................................................................. 10

Lakes Development Loan ................................................ 10

Lakes Development Note ................................................ 10

Lakes Event of Default ................................................ 10

Lakes Facility Loan ................................................... 10

Lakes Facility Note ................................................... 11

Lakes' Internal Expenses .............................................. 11

Lakes Refinancing Guaranty ............................................ 11

Lakes Security Agreement .............................................. 11

Lakes Working Capital Advance Note .................................... 11

Lakes Working Capital Advances ........................................ 11

Legal Requirements .................................................... 11

Limited Recourse ...................................................... 11

Loans ................................................................. 12

Local Agreement ....................................................... 12

Management Agreement .................................................. 12

Material Adverse Change ............................................... 12

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<TABLE>

Material Breach ....................................................... 12

Memorandum of Understanding ........................................... 12

Minimum Payment Note .................................................. 12

Monthly Payments ...................................................... 12

National Indian Gaming Commission ..................................... 12

Net Revenues .......................................................... 13

NIGC Approval ......................................................... 13

NIGC Disapproval ...................................................... 13

Non-Gaming Land ....................................................... 13

Non-Gaming Land Acquisition Line of Credit ............................ 13

151MM Shortfall ....................................................... 13

Operating Expense ..................................................... 13

Plans and Specifications .............................................. 13

Pokagon Council ....................................................... 13

Preliminary Development Budget ........................................ 13

Project ............................................................... 13

Remaining Loan Availability Amount .................................... 14

Reserve Amount ........................................................ 14

Restoration Act ....................................................... 14

Restricted Territory .................................................. 14

Road Service Agreement ................................................ 14

Scholarship Program Fee ............................................... 14

Signing Fee ........................................................... 14

Specific Performance Restriction ...................................... 14

State ................................................................. 14

Subsequent Gaming Facility Revenues ................................... 14

Term .................................................................. 14

Transaction Documents ................................................. 14

Transition Loan ....................................................... 14

Transition Loan Note .................................................. 14

Tribal Distributions .................................................. 15

Tribal UCC Code ....................................................... 15

Section 1.2 Independent Agreement ................................................. 15

ARTICLE 2 ACQUISITION OF GAMING SITE AND NON-GAMING LANDS. 15

Section 2.1 Selection of Gaming Site .............................................. 15

Section 2.2 Purchase of Gaming Site; Funding ...................................... 15

Section 2.4 Assignment of Other Options ........................................... 15

Section 2.5 Selection of Non-Gaming Lands ......................................... 16

Section 2.6 Closing on Non-Gaming Lands; Funding .................................. 16

Section 2.6.1. Funding Where Non-Gaming Land Acquired by Band Designee ............ 16

Section 2.7 Mortgages Prior to Transfer into Trust ................................ 17

ARTICLE 3 CONSTRUCTION PHASES ......................................................... 17

Section 3.1 Initial Phase ......................................................... 17

Section 3.2 Final Scope of Work ................................................... 17

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Section 3.3 Modification of Final Scope of Work ................................... 17

Section 3.4 Bank Loans and Equipment Loans ........................................ 17

ARTICLE 4 DESIGN PHASE ................................................................ 18

Section 4.1 Employment of Architect ............................................... 18

Section 4.2 Design and Construction Budgets ....................................... 18

Section 4.3 Gaming Regulatory Authority Expenses .................................. 19

Section 4.4 Reserved .............................................................. 19

Section 4.5 Concept Design and Engineering ........................................ 19

Section 4.6 Preliminary Program Evaluation ........................................ 19

Section 4.7 Design Development .................................................... 19

Section 4.8 Plans and Specifications .............................................. 19

Section 4.9 Compliance with Construction Standards, Environmental Laws and

Regulations ........................................................... 20

Section 4.10 Advance of Funds for Design Work, Long Lead Time Items and

Preliminary Site Work ................................................. 20

ARTICLE 5 CONSTRUCTION PHASE .......................................................... 20

Section 5.1 Selection of Contractor or Construction Manager ....................... 21

Section 5.2 Vendor Preferences .................................................... 21

Section 5.3 Proposal Review ....................................................... 21

Section 5.4 Contracts ............................................................. 21

Section 5.5 Construction Document Provisions ...................................... 21

Section 5.6 Construction Administration ........................................... 22

Section 5.7 Construction Commencement and Completion .............................. 22

Section 5.8 Determination of Approved Construction Costs; Cost Overruns ........... 22

ARTICLE 6 FURNISHINGS AND EQUIPMENT ................................................... 23

Section 6.1 Selection of Furnishings and Equipment ................................ 23

ARTICLE 7 TERM ........................................................................ 23

Section 7.1 Term .................................................................. 23

ARTICLE 8 PAYMENTS AND COMMITMENTS BY GREAT LAKES BEFORE APPROVAL OF MANAGEMENT

AGREEMENT ............................................................................. 24

Section 8.1 Fees Payable By Great Lakes to the Band ............................... 24

Initial Fee ........................................................... 24

Signing Fee ........................................................... 24

Monthly Payments ...................................................... 24

Section 8.2 Deposit into the Account .............................................. 24

Section 8.3 Transition Loan ....................................................... 25

Section 8.4 Advances on Lakes Development Loan .................................... 25

Gaming Site Acquisition Funds ...................................... 26

Site Planning, Design Development and other Preliminary

Expenditures .................................................... 26

Advances to the Band for Gaming Ordinance .......................... 26

Advances to the Band for Development Soft Costs .................... 26

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Section 8.5 Non-Gaming Land Acquisition Line of Credit ............................ 26

ARTICLE 9 PAYMENTS AND COMMITMENTS BY GREAT LAKES AFTER APPROVAL OF MAANAGEMENT

AGREEMENT ............................................................................. 26

Section 9.1 Scholarship Program Fee ............................................... 26

Section 9.2 Development and Equipment Loans ....................................... 27

Lakes Development Loan ............................................. 27

Bank Loan .......................................................... 33

Equipment Loan ..................................................... 34

Lakes Facility Loan ................................................ 34

Terms Applicable to all Loans ...................................... 36

ARTICLE 10 EXCLUSIVITY; NON-COMPETITION ............................................... 39

Section 10.1 Exclusivity Regarding Facility ........................................ 39

Section 10.2 Exclusivity in Michigan ............................................... 39

Section 10.3 Indiana Casino ........................................................ 39

Section 10.4 Non-Competition ....................................................... 39

Section 10.5 Assignment; Change of Control ......................................... 39

Section 10.6 Restrictions on Collateral Development ................................ 41

ARTICLE 11 REPRESENTATIONS, WARRANTIES, AND COVENANTS ................................. 41

Section 11.1 Representations and Warranties of the Band ............................ 41

Section 11.2 Band Covenants ........................................................ 41

Section 11.3 Representations and Warranties of Lakes and Great Lakes ............... 43

Section 11.4 Covenants of Lakes and Great Lakes .................................... 44

ARTICLE 12 EVENTS OF DEFAULT .......................................................... 45

Section 12.1 Events of Default by the Band ......................................... 45

Section 12.2 Events of Default by Lakes or Great Lakes ............................. 46

Section 12.3 Material Breach; Right to Cure ........................................ 46

ARTICLE 13 TERMINATION ................................................................ 47

Section 13.1 Voluntary Termination ................................................. 47

Section 13.2 Termination if No NIGC Approval ....................................... 47

Section 13.3 Great Lakes Right to Terminate on Band Event of Default ............... 47

Section 13.4 Band Right to Terminate on Lakes Event of Default ..................... 47

Section 13.5 Band Right to Terminate for Material Adverse Change ................... 47

Section 13.6 Termination on Buyout ................................................. 49

Section 13.7 Involuntary Termination Due to Changes in Legal Requirements .......... 49

Section 13.8 Repair or Replacement ................................................. 50

Section 13.9 Recoupment and Setoff ................................................. 51

ARTICLE 14 DISPUTE RESOLUTION; LIQUIDATED DAMAGES ..................................... 51

Section 14.1 Band's Waiver of Sovereign Immunity and Consent to Suit ............... 51

Section 14.2 Arbitration ........................................................... 51

Choice of Law ...................................................... 52

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Place of Hearing ................................................... 52

Confidentiality .................................................... 52

Section 14.3 Limitation of Actions ................................................. 52

Damages ............................................................ 52

Consents and Approvals ............................................. 53

Injunctive Relief and Specific Performance ......................... 53

Action to Compel Arbitration ....................................... 53

Section 14.4 Damages on Termination for Failure to Obtain NIGC Approval ............ 53

Section 14.5 Liquidated Damages and Limitations on Remedies ........................ 54

Liquidated Damages Payable by Great Lakes .......................... 54

Liquidated Damages Payable by the Band ............................. 54

Limitation on Great Lakes Remedies ................................. 55

Section 14.6 Lakes' and Great Lakes' Continuing Obligations ........................ 55

Section 14.7 Termination of Exclusivity ............................................ 55

Section 14.8 Remedies .............................................................. 55

Section 14.9 Fees not Damages ...................................................... 56

Section 14.10 Damages for Governmental Action ....................................... 56

ARTICLE 15 GENERAL .................................................................... 56

Section 15.1 Nature of Agreement ................................................... 56

Section 15.2 Great Lakes' Interest ................................................. 56

Section 15.3 Situs of the Agreement ................................................ 56

Section 15.4 Notice ................................................................ 56

Section 15.5 Relationship .......................................................... 58

Section 15.6 Further Actions ....................................................... 58

Section 15.7 Waivers ............................................................... 58

Section 15.8 Captions .............................................................. 58

Section 15.9 Third Party Beneficiary ............................................... 58

Section 15.10 Survival of Covenants ................................................. 58

Section 15.11 Estoppel Certificate .................................................. 58

Section 15.12 Periods of Time; Time of the Essence .................................. 58

Section 15.13 Confidential and Proprietary Information .............................. 58

Section 15.14 Government Savings Clause ............................................. 59

Section 15.15 Successors and Assigns ................................................ 59

Section 15.16 Severability .......................................................... 59

Section 15.17 Entire Agreement ...................................................... 59

Section 15.18 Consents .............................................................. 61

Band ............................................................... 61

Manager ............................................................ 61

Business Board ..................................................... 61

Section 15.20 Limited Joinder ....................................................... 61

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EXHIBIT LIST

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<S> <C>

EXHIBIT A Second Amendment to Pledge and Security Agreement

EXHIBIT B Second Amendment to Account Control Agreement

EXHIBIT C Form of Dominion Account Agreement

EXHIBIT D Description of Gaming Site

EXHIBIT E Second Amended and Restated Lakes Development Note

EXHIBIT F Lakes Facility Note

EXHIBIT G Security Agreement

EXHIBIT H Lakes Working Capital Advance Note

EXHIBIT I Lakes Minimum Payments Note

EXHIBIT J Second Amended and Restated Non-Gaming Land Acquisition Line of

Credit Agreement

EXHIBIT K Second Amended and Restated Transition Loan Note

EXHIBIT L Band Litigation

EXHIBIT M Conditional Release and Termination Agreement between Lakes and

CRC dated May 20, 1999, as amended by Amendment dated on or about

July 7, 1999, as amended by Amendment dated on or about January 2,

2003

EXHIBIT N General Release from CRC to the Band and its members

</TABLE>

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<PAGE>

SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT

This Second Amended and Restated Development Agreement is made as of the 22nd

day of December, 2004, by and between the POKAGON BAND OF POTAWATOMI INDIANS

(the "Band"), and GREAT LAKES GAMING OF MICHIGAN, LLC, a Minnesota limited

liability company (f/k/a Great Lakes of Michigan, LLC, ("Great Lakes").

RECITALS

A. The Band, pursuant to 25 U.S.C. Sections 1300j et seq. (the "Restoration

Act"), is a federally recognized Indian tribe recognized as eligible by the

Secretary of the Interior for the special programs and services provided by the

United States to Indians because of their status as Indians and is recognized as

possessing powers of self-government.

B. As authorized by the Restoration Act, the Band intends to acquire the

Gaming Site in the State of Michigan, to be held by the federal government in

trust for the Band, on which the Band intends to construct and operate a

permanent Class III gaming facility (the "Facility"); and the Band will possess

sovereign governmental powers over the Gaming Site pursuant to the Band's

recognized powers of self government, and the Band desires to use the Gaming

Site to improve the economic conditions of its members.

C. The Band and Lakes Entertainment, Inc., f/k/a Lakes Gaming, Inc.

("Lakes") entered into a Development Agreement dated as of July 8, 1999 (the

"Development Agreement") which contains provisions relating to the development

of the Facility.

D. The Band has ratified the Development Agreement on August 26, 1999, and

the Development Agreement is now in full force and effect.

E. Lakes has assigned its rights and obligations under the Development

Agreement to Great Lakes pursuant to an Assignment and Assumption Agreement

dated as of October 16, 2000, subject to the terms and conditions set out in

that Agreement.

F. Great Lakes and the Band entered into a First Amended and Restated

Development Agreement dated as of October 16, 2000 (the "First Amended

Development Agreement").

G. Pursuant to the First Amended Development Agreement, Great Lakes agreed

to increase the Lakes Development Loan from $43,000,000 to $46,000,000 and the

Non-Gaming Land Acquisition Line of Credit from $10,000,000 to $15,000,000,

thereby agreeing to loan the Band an additional $8,000,000 for immediate use by

the Band in acquiring both gaming and non-gaming land. The Band and Great Lakes

agreed to construct the Facility in a phased approach, with the Initial Phase

having a then estimated cost of approximately $97,000,000. Great Lakes also

agreed, due to uncertainty in the capital markets over the availability of

financing for the Facility, to provide a greater proportion of the initial phase

of project financing from its own funds, and affirmed its commitment to finance

all phases of the project entirely from its own

<PAGE>

funds if financing at an interest rate of 13% or less is not available from the

capital markets. The Band in turn agreed to extend the term of the Management

Agreement from five to seven years and to enter into a Dominion Agreement

granting Great Lakes a security interest in the Dominion Account as defined in

the Management Agreement.

H. The cost of developing, constructing and equipping the Initial Phase of

the Project is now understood as totaling approximately $197,000,000, which will

be financed as follows: the Lakes Development Loan in the amount of $46,000,000

and an additional $151,000,000 to be provided by an Equipment Loan and a Bank

Loan. To the extent that the Band is unable to raise additional funding of

$151,000,000 from third parties at an interest rate not to exceed 13% (the

"151MM Shortfall"), Great Lakes shall provide $54,000,000 (or such lesser amount

as may be necessary to make up the 151MM Shortfall) through, at its option, a

direct loan, third party loans enabled by credit enhancements provided by Great

Lakes, or third-party loans with interest subsidies provided by Great Lakes, in

each case at an interest rate not to exceed 13%, such $54,000,000 loan and the

Lakes Development Loan to be subordinated to certain other third-party

financing. Great Lakes shall not have any other responsibility to fund, or

provide credit enhancements or interest subsidies for, the 151MM Shortfall (if

any).

I. Great Lakes and the Band have agreed that the term of this Agreement

shall begin on the date the Management Agreement, this Agreement (if required)

and the Lakes Development Note (if required) are approved by the Chairman of the

NIGC, and/or the BIA (if required), and continue until, unless earlier

terminated in accordance with its terms, seven (7) years from commencement of

Gaming at the Initial Phase of the Facility, provided that the Term of the

Management Agreement will be five (5) years from the Commencement Date if (a)

the Development Expenditures of the Initial Phase of the Facility are equal to

or more than $138,000,000, and (b) Lakes' Financial Support for such Initial

Phase has not exceeded $46,000,000, as provided in Section 3.2 of the Management

Agreement.

J. Great Lakes has agreed to fund under the Lakes Development Loan, and has

funded, approximately $4,500,000 for long-lead-time items and to permit the Band

to start preliminary site work that can be done now under local and/or county or

state permits and, to the extent necessary, permits from the Band or the federal

government.

K. Great Lakes and the Band have agreed that the termination date in

Section 8.1(c) of the Development Agreement, relating to the time period during

which the Monthly Payments may be required to be made by Great Lakes to the

Band, shall be extended from August 26, 2004 to August 26, 2007, and that a

corresponding change shall be made in Sections 13.2 and 14.4 of the Development

Agreement to change the August 26, 2004 date to August 26, 2007.

L. This Second Amended and Restated Development Agreement incorporates

these agreements, as well as certain other changes to the First Amended

Development Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and

promises herein contained, the receipt and sufficiency of which are expressly

acknowledged, the Band and Great Lakes hereby agree as follows:

<PAGE>

ARTICLE 1

DEFINITIONS AND OBJECTIVES

Section 1.1. Definitions. Capitalized terms not otherwise defined herein

shall have the meanings set forth in the Management Agreement. In addition to

other terms which are defined elsewhere in this Agreement, the following terms,

for purposes of this Agreement, shall have the meanings set forth in this

Section.

"Account" means the account at Firstar established pursuant to Section 8.2

that is subject to the Control Agreement.

"Accrued Expenses" shall mean the accrued unpaid development costs and

expenses relating to the Gaming Site and the Enterprise.

"Agreement" shall mean this Development Agreement.

"Agreements" shall mean this Agreement and the Management Agreement.

"Approved Construction Costs" shall mean the Architect's estimate of

Construction Costs approved by the Band and Great Lakes pursuant to Section 5.8.

"Approved Development Budget" has the meaning set out in Section 4.2.

"Architect" shall have the meaning described in Section 4.1.

"Assignment and Assumption Agreement" means the Assignment and Assumption

Agreement among Great Lakes, Lakes and the Band dated as of October 16, 2000, as

amended by First Amendment dated as of December 22, 2004.

"Band Designee" shall mean Pokagon Properties, LLC, a Delaware limited

liability company, Filbert Land Development, LLC, an Indiana limited liability

company, or such other entities as may be designated by the Band in writing.

"Band Designee Guarantee" shall mean the guarantee by the Band Designee to

Great Lakes of amounts advanced by Great Lakes under the Lakes Development Note

and the Non-Gaming Land Acquisition Line of Credit, which shall be substantially

in the form of the guaranty executed by Pokagon Properties, LLC in favor of

Lakes dated March 9, 2000.

"Band Designee Mortgage" means, individually and collectively, each

mortgage granted by a Band Designee to Great Lakes securing the applicable Band

Designee Guarantee, which shall be substantially in the form of the mortgage

granted by Pokagon Properties, LLC to Lakes dated March 9, 2000.

"Band Event of Default" has the meaning described in Section 12.1.

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"Band Interest Rate" shall mean the lesser of (i) Wall Street Journal prime

rate as of the Bank Closing plus 1%, or (ii) 10%.

"Band Mortgage" means, individually and collectively, each mortgage granted

by the Band to Great Lakes securing the Lakes Development Note and the

Non-Gaming Land Acquisition Line of Credit, which shall be substantially in the

form of the mortgage granted by Pokagon Properties, LLC to Lakes dated March 9,

2000, with appropriate changes reasonably acceptable to Great Lakes and the Band

reflecting the change to the Band as mortgagor and to Great Lakes as mortgagee.

"Band Security Agreement" shall mean the pledge and security agreement

between Lakes and the Band granting the Band a lien and security interest in the

Account, in the form attached hereto as Exhibit A, as the same may be amended

from time to time.

"Band Working Capital Advances" shall have the meaning defined in the

Management Agreement.

"Bank Closing" means the closing on the Bank Loan Agreement.

"Bank Lender" shall mean one or more financial institutions or bond

trustees described as the lender or bond trustee in the Bank Loan Agreement.

"Bank Loan" shall mean the loan evidenced by the Bank Note.

"Bank Loan Agreement" shall mean (a) the capital leases, loan agreements

and/or bond indentures to be entered into between the Band and the Bank Lender

for the Initial Phase in a principal amount of approximately $125,000,000,

which will, when added to the Lakes Development Loan and the Equipment Loan,

finance all Development Expenditures for the Initial Phase, provided that the

amount of the Bank Loan may be increased or decreased so long as the aggregate

amount of the Bank Loan Agreement and the Equipment Loan for the Initial Phase

shall not exceed $151,000,000; and (b) the subsequent or amended capital leases,

loan agreements and/or bond indentures in an additional approximate amount of

$76,000,000, which along with the additional Equipment Loan for the Final Scope

of Work will finance all Development Expenditures associated with the expansion

of the Facility to the Final Scope of Work; provided that the additional amount

of the Bank Loan may be increased or decreased so long as the additional

principal amount of such capital lease, loan and/or indenture, when added to the

additional Equipment Loan for that expansion, shall not exceed $95,000,000. The

amount borrowed under the Bank Loan Agreement may also be increased and the

added proceeds thereof used to refinance all or portions of the Lakes

Development Loan, provided that amounts used for such refinancing shall be in

addition to (a) the sums needed to fund Development Expenditures for the Initial

Phase (as to financing for the Initial Phase) and Final Scope of Work (as to

financing for the Final Scope of Work), in the respective maximum amounts set

out above, and (b) any sums which the Band is able to borrow without Great

Lakes' guaranty, credit enhancements or interest subsidy to expand the Initial

Scope of Work to include all or a portion of the Final Scope of Work.

<PAGE>

"Bank Note" shall mean the promissory notes or bonds to be executed by the

Band pursuant to the Bank Loan Agreement.

"BIA" shall mean the Bureau of Indian Affairs under the Department of the

Interior of the United States of America.

"Business Board" shall mean the decision making body created pursuant to

Section 3.4 of the Management Agreement.

"Change of Control" shall have the meaning set out in Section 10.5(c).

"Class II Gaming" shall mean Class II Gaming as defined in the IGRA.

"Class III Gaming" shall mean Class III Gaming as defined in the IGRA.

"Commencement Date" shall mean the first date that Gaming is conducted

pursuant to the terms of the Management Agreement in a Facility, including

Gaming conducted on completion of the Initial Phase of the Facility.

"Compact" shall mean the Compact between the Band and the State dated

December 3, 1998 and approved in 64 Fed. Reg. No. 32, Thursday, February 18,

1999, at 8111, as the same may, from time to time, be amended; or such other

compact or consent decree that may be substituted therefor.

"Completion Date" shall mean the date upon which Great Lakes receives, as

to the Initial Phase or the Final Scope of Work:

(i) an architect's certificate from the Architect chosen pursuant

to this Agreement as having responsibility for the design and

supervision of construction, equipping and furnishing of the

Facility certifying that the Initial Phase or the Final Scope of

Work, as the case may be, has been fully constructed

substantially in accordance with the Plans and Specifications;

(ii) certification from the division, department or designee of

Great Lakes having responsibility to assure compliance with any

operational standards stating that the Initial Phase or the Final

Scope of Work, as the case may be, as completed, is in

substantial compliance with any such standards;

(iii) a permanent or temporary certificate of occupancy, if

required, from the regulatory entity within the Band Government

with authority to grant such a certificate, permitting the use

and operation of the Initial Phase or the Final Scope of Work, as

the case may be, in accordance with this Agreement; and

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(iv) certificates of such professional designers, inspectors or

consultants or opinions of counsel, as Great Lakes may reasonably

determine to be appropriate, verifying construction and

furnishing of the Initial Phase or the Final Scope of Work, as

the case may be, in compliance with all Legal Requirements.

"Constitution" shall mean the document or documents which govern the

actions of the Band and, upon enactment, the Constitution of the Pokagon Band of

Potawatomi Indians as ultimately approved by the Band and approved by the

Secretary of the Interior.

"Construction Costs" means the costs of acquiring the Gaming Site and

designing, developing, constructing, furnishing and equipping the Facility,

including all related planning and professional fees, Furnishings and Equipment,

and a contingency not to exceed 10% of such costs (excluding Furnishings and

Equipment).

"Construction Documents" shall have the meaning described in Section 5.4.

"Construction Guaranty Payments" shall have the meaning described in

Section 9.2.1(a)(i).

"Control Agreement" shall mean the Account Control Agreement among Firstar,

Lakes and the Band dated July 8, 1999, as amended by Amendment to Account

Control Agreement dated October 16, 2000 and as further amended and restated by

Second Amended and Restated Control Agreement dated October __, 2003, perfecting

the Band's lien and security interest in the Account, a true copy of which is

attached as Exhibit B, as the same may be amended from time to time.

"Corporate Commission" shall mean a body corporate and politic established,

at the Band's discretion, by the Pokagon Council to own the Enterprise and such

other businesses and assets as the Band may deem appropriate.

"CRC" means Casino Resource Corporation, a Minnesota corporation and its

Insiders.

"Design Agreement" shall have the meaning described in Section 4.1

"Design Packages" shall have the meaning described in Section 4.1.

"Development Expenditures" shall mean all Approved Construction Costs; all

other costs of equipping and opening the Facility, including but not limited to

all related planning and professional fees, costs of infrastructure, fixtures,

Furnishings and Equipment (including gaming equipment), and pre opening costs,

fees and expenses; all legal, lobbying, public relations and other professional

costs and expenses related to transferring Gaming Lands and Non-Gaming Lands

into trust and to the Compact between the Band and the State of Michigan; and

all legal, lobbying and other fees and expenses previously incurred by the Band

in obtaining, or litigating with regard to, the Compact with the State of

Michigan, not to exceed $20,000, as well as all

<PAGE>

other such fees and expenses subsequently incurred by the Band that the Band

reasonably chooses to include in the Development Budget, together with all other

Development Soft Costs.

"Development Soft Costs" shall mean legal, lobbying, public relations and

other professional fees and expenses for work related to the Compact, litigation

relating to transfer of the Gaming Site into trust or otherwise affecting the

Project, development of Band ordinances required under the Local Agreement or

otherwise needed for development of the Project, and other services reasonably

related to development of the Project, subject in each case to limitations, if

any, set forth in this Agreement.

"Disbursement Accounts" shall mean those accounts described in Section

4.19.3 of the Management Agreement.

"Dominion Account" means the collateral account in favor of Great Lakes

established under Section 4.19.2 of the Management Agreement.

"Dominion Agreement" means the collateral agreement granting Great Lakes a

security interest in the Dominion Account and perfecting such interest, which

shall be in the form attached as Exhibit C, as the same may be amended from time

to time.

"Economically Feasible" means for purposes of Sections 13.7 and 14.5

hereof, that the Net Revenues from any operations of the Enterprise in question

shall on a monthly basis exceed the aggregate debt service payments due and

payable during such month on each of the Loans and any other indebtedness to

which Great Lakes has subordinated its liens.

"Enterprise" shall mean the enterprise of the Band created by the Band to

engage in Class II and Class III Gaming at the Facility, and which shall include

all gaming at the Facility and any other lawful commercial activity allowed in

the Facility, including but not limited to the sale of alcohol, tobacco, gifts

and souvenirs; provided, however, the Enterprise shall only include any hotel

operated by the Band, ancillary non-Gaming activity within the Facility, or

other commercial enterprise conducted by the Band which is not generally related

to Class II or Class III Gaming if such hotel, non-Gaming activity or other

commercial enterprise (a) is financed by, or through the guaranty of, Manager,

(b) is specifically included within the Initial Scope of Work or the Final Scope

of Work, or is not a material expansion of the Initial Scope of Work or the

Final Scope of Work, or (c) is specified by the Business Board and the Pokagon

Council as being included in the Enterprise, in which case depreciation and

other expenses relating to such hotel, non-Gaming activity or other commercial

enterprise shall be an Operating Expense, all related revenues shall be included

in Gross Revenues, and interest on all related financing shall be paid by the

Enterprise; and provided further that the Enterprise shall not include a tribal

gift/craft business which the Band may elect to operate, rent free, on an area

of about 2,400 square feet at the Facility. The design and operation of such

gift/craft shop shall be consistent with the theme and quality of the Facility,

and the location of such gift/craft shop shall be approved by the Business

Board.

"Enterprise Accounts" shall mean those accounts described in Section 4.19.1

of the Management Agreement.

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"Equipment Lender" shall mean the financial institution described as the

lender in the Equipment Loan Agreement.

"Equipment Loan Agreement" shall mean (a) the bond indentures, loan

agreements and/or equipment leases in a principal amount of approximately

$26,000,000 to be entered into between the Band and the Equipment Lender to

finance acquisition of the Furnishings and Equipment for the Initial Phase,

provided that the amount of the Equipment Loan may be increased or decreased so

long as the aggregate amount of the Bank Loan Agreement and the Equipment Loan

for the Initial Phase shall not exceed $151,000,000; and (b) the subsequent or

amended bond indenture, loan agreement and/or equipment lease in an additional

approximate amount of $19,000,000, which will finance the acquisition of the

Furnishings and Equipment for expansion of the Facility to the Final Scope of

Work; provided that the additional amount of the Equipment Loan may be increased

or decreased so long as the principal amount of such loan or lease, when added

to the Bank Loan for that expansion, shall not exceed $95,000,000.

"Equipment Loan" means the loan or lease under the Equipment Loan

Agreement.

"Equipment Note" shall mean the promissory note or bond to be executed by

the Band pursuant to the Equipment Loan Agreement.

"Facility" shall mean the permanent buildings, structures and improvements

located on the Gaming Site and all fixtures, Furnishings and Equipment attached

to, forming a part of, or necessary for the operation of the Enterprise.

"Final Scope of Work" means the final gaming facility and associated

amenities that the parties intend to complete, unless otherwise agreed by Great

Lakes and the Band, no later than the third anniversary of the Commencement

Date, which, together with the Initial Phase, shall include not less than

106,000 sq. ft. of gaming space, 100 gaming tables, 3,000 slot machines, a 3,100

car garage and additional surface parking for guests, oversized vehicles and

employees as needed, a 200 room hotel, expanded food and beverage facilities,

and a 2,500 seat bingo and events center, and which shall contain approximately

(excluding the hotel and bingo/events center) at least 350,000 to 370,000 sq.

ft. of space. The Final Scope of Work will include and be integrated with the

Initial Phase.

"Firstar" shall mean Firstar Bank N.A., n/k/a U.S. Bank National

Association, and its successors in interest.

"Force Majeure" shall mean acts of God, fire, flood, storm, earthquake,

war, civil disorder, governmental acts, regulations, orders or restrictions,

accidents not caused by a party's negligence, strikes or labor disturbances.

"Furnishings and Equipment" shall mean all furniture, furnishings and

equipment required for the operation of the Enterprise in accordance with the

standards set forth in this Agreement, including, without limitation:

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(i) cashier, money sorting and money counting equipment,

surveillance and communication equipment, and security equipment;

(ii) slot machines, video games of chance, table games, keno

equipment and other gaming equipment;

(iii) office furnishings and equipment;

(iv) specialized equipment necessary for the operation of any

portion of the Enterprise for accessory purposes, including

equipment for kitchens, laundries, dry cleaning, cocktail

lounges, restaurants, public rooms, commercial and parking

spaces, and recreational facilities; and

(v) hotel equipment (to the extent a hotel is included in the

Enterprise);

(vi) all other furnishings and equipment hereafter located and