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: Casinos and Gaming Law Firm: Drummond Woodsum & MacMahon;Hamilton Quigley Twait & Foley, PLC;Maslon Edelman Borman & Brand, LLP Sector: Services

SECOND AMENDED AND RESTATED

DEVELOPMENT AGREEMENT
, Parties: lakes entertainment inc , pokagon band of potawatomi indians

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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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<TABLE>

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

</TABLE>

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<TABLE>

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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<TABLE>

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.

<PAGE>

"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.

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"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.

<PAGE>

"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:

<PAGE>

(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

installed in or about the Facility which are used in the

operation of the Enterprise in accordance with the standards set

forth in this Agreement.

"Gaming" shall mean any and all activities defined as Class II and Class

III Gaming pursuant to IGRA.

"Gaming Ordinance" shall have the meaning described in Section 8.4(c).

"Gaming Regulatory Authority" or "GRA" shall mean the Band body created

pursuant to the Band Gaming Ordinance to regulate the Class II and Class III

Gaming of the Band in accordance with the Compact, the IGRA and the Gaming

Ordinance.

"Gaming Site" shall mean the parcels of land in New Buffalo, Michigan

described on the attached Exhibit D.

"Gaming Site Acquisition Advances" shall mean funds advanced under the

Lakes Development Loan in such amount or amounts as are needed to option or

acquire the Gaming Site, provided that the total amount of Gaming Site

Acquisition Advances shall not exceed $11,000,000.

"Governmental Action" means any resolution, ordinance, statute, regulation,

order or decision of the Band or any instrumentality or agency of the Band,

regardless of how constituted, that has the force of law.

"Great Lakes" means Great Lakes Gaming of Michigan, LLC, a Minnesota

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

"Guaranty" means the Unlimited Guaranty dated as of October 16, 2000 from

Lakes Gaming, Inc. and Lakes Gaming and Resorts, LLC to the Band.

<PAGE>

"Guaranty Reserve" shall have the meaning described in Section

9.2.1(a)((ii)(A).

"Initial Phase" shall mean the first phase of the Facility, which shall

include the facilities described in the Initial Scope of Work. The Initial Phase

shall be designed and constructed so that it will be an integral part of the

Final Scope of Work.

"Initial Scope of Work" means a facility including not less than 58,000 sq.

ft. of gaming space, 60 gaming tables, 2,000 slot machines, a buffet, casual

dining outlet, steakhouse, casino cafe, employee dining and a 2,100 space garage

and 500 surface parking spaces for guests, parking spaces for oversized vehicles

and approximately 500 employee spaces, and which shall contain at least 224,000

sq. ft. of space but shall not include a hotel; provided that if financing

beyond $151,000,000 is available to the Band without Great Lakes' guarantee,

credit enhancements or interest subsidy on terms acceptable to the Band, the

Initial Scope of Work may at the Band's option be increased to include all or an

additional portion of the Final Scope of Work.

"IGRA" shall mean the Indian Gaming Regulatory Act of 1988, P.L. 100-497,

25 U.S.C. Section 2701 et seq. as it may from time to time be amended.

"Insider" has the meaning defined in 11 U.S.C. Section 101(31), assuming

Lakes and Great Lakes were both the debtor in that definition, and shall include

persons or entities that become Insiders after the date of this Agreement,

whether as the result of a merger, acquisition, restructuring or otherwise.

"Lakes" shall mean both Lakes Entertainment, Inc., f/k/a Lakes Gaming,

Inc., a Minnesota corporation, and Lakes Gaming and Resorts, LLC, a Minnesota

limited liability company.

"Lakes Development Loan" shall mean the loan to the Band to be made by

Great Lakes under the Lakes Development Note in a principal amount of up to

$46,000,000 (which amount is subject to increase in accordance with Section

9.2.1 hereof), comprised of (a) up to $11,000,000 for Gaming Site Acquisition

Advances and (b) the balance for Development Expenditures other than acquisition

of the Gaming Site.

"Lakes Development Note" shall mean the promissory note to be executed by

the Band to evidence the Lakes Development Loan, which shall be in the form

attached hereto as Exhibit E, together with all amendments, substitutions and

renewals thereof.

"Lakes Event of Default" has the meaning described in Section 12.2.

"Lakes Facility Loan" shall mean the Loan to be made by Great Lakes to the

Band, or facilitated by Great Lakes through guarantees, credit enhancements or

interest subsidies, pursuant to Section 9.2.4 of this Agreement. The Lakes

Facility Loan shall not include any loan to the extent it is subject to a Lakes

Refinancing Guaranty.

<PAGE>

"Lakes Facility Note" shall mean the promissory note to be executed by the

Band to evidence the Lakes Facility Loan if such Loan is made directly by Great

Lakes, which shall be in the form attached hereto as Exhibit F, together with

all amendments, substitutions and renewals thereof.

"Lakes' Internal Expenses" shall mean Lakes's and Great Lakes' corporate

overhead, including without limitation salaries or benefits of any of Lakes's

and Great Lakes' officers and employees, whether or not they perform services

for the Project or the Enterprise, and any travel or other expenses of Lakes's

and Great Lakes' employees.

"Lakes Refinancing Guaranty" means a guaranty of, or other credit

enhancement furnished by, Great Lakes or Lakes, to the extent that the proceeds

of the debt so guaranteed or benefited refinances all or a portion of the Lakes

Development Loan or any other obligation of the Band to Great Lakes.

"Lakes Security Agreement" shall mean the security agreement to be executed

by the Band in favor of Great Lakes to secure the Lakes Facility Note, the Lakes

Development Note and other obligations as described in Section 9.2.1(j), which

agreement shall be in the form attached hereto as Exhibit G, as the same may be

amended from time to time.

"Lakes Working Capital Advance Note" shall mean the promissory note to be

executed by the Band to evidence Lakes Working Capital Advances, which shall be

in the form attached hereto as Exhibit H, together with all amendments,

substitutions and renewals thereof.

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

Management Agreement.

"Legal Requirements" shall mean any and all present and future judicial,

administrative, and tribal rulings or decisions, and any and all present and

future federal, state, local and tribal laws, ordinances, rules, regulations,

permits, licenses and certificates, in any way applicable to the Band, Lakes,

the Gaming Site, the Facility, and the Enterprise, including without limitation,

the IGRA, the Compact, and the Band Gaming Ordinance.

"Limited Recourse" shall mean that all Loans and all liabilities of the

Band under or related to the Agreements and the other Transaction Documents, the

Enterprise or the Gaming Regulatory Authority, and any related awards, judgments

or decrees, shall be payable solely out of undistributed or future Net Revenues

of the Enterprise and shall be a limited recourse obligation of the Band, with

no recourse to tribal assets other than such Net Revenues (except (i), as to the

Equipment Loan, a security interest in the Furnishings and Equipment purchased

with Equipment Loan proceeds, (ii) as to Great Lakes, a security interest in the

Furnishings and Equipment to the extent proceeds of the Lakes Facility Loan or

the Lakes Development Loan were used to fund acquisition of Furnishings and

Equipment, and as otherwise permitted under Section 9.2.1(j) of this Agreement,

(iii) if the Commencement Date does not occur, Subsequent Gaming Facility

Revenues to the extent provided in this Agreement, (iv) mortgages on the Gaming

Site and Non-Gaming Lands prior to their transfer into trust, and (v) after the

Commencement Date occurs, funds on deposit in the Dominion Account to the extent

provided in Section 9.2.1(j) of the

<PAGE>

Development Agreement and the Dominion Agreement, or in any other dominion

agreement executed by the Band). In no event shall Great Lakes, Lakes or any

lender or other claimant have recourse to (a) the physical property of the

Facility (other than Furnishings and Equipment subject to the security interest

securing the Equipment Loan), (b) Tribal Distributions, (c) assets of the Band

purchased with Tribal Distributions, (d) revenues or assets of any other gaming

facility owned or operated by the Band, or (e) any other asset of the Band

(other than (i) as to Great Lakes, if the Commencement Date does not occur,

Subsequent Gaming Facility Revenues to the extent provided in this Agreement,

(ii) as to the Lakes Development Note and the Non-Gaming Acquisition Line of

Credit, mortgages on the Gaming Site and Non-Gaming Lands prior to their

transfer into trust, (iii) funds on deposit in the Dominion Account to the

extent provided in the Agreements, the Dominion Agreement and any other dominion

agreement executed by the Band, and (iv) such Net Revenues of the Enterprise).

"Loans" shall mean the Lakes Development Loan, the Lakes Facility Loan, the

Lakes Working Capital Advances, the Minimum Payment Note, the Bank Loan and the

Equipment Loan.

"Local Agreement" means the Local Agreement dated March 13, 2000 among the

Band, the City of New Buffalo and the Township of New Buffalo, as it may be

supplemented or amended.

"Management Agreement" shall mean the Second Amended and Restated

Management Agreement of near or even date, pursuant to which Great Lakes shall

manage the Enterprise.

"Material Adverse Change" shall mean a material adverse change in Lakes' or

Great Lakes' financial condition which materially and substantially impairs

Lakes' or Great Lakes' respective ability to perform under the Agreements and

the Guaranty.

"Material Breach" means a failure of either party to perform any material

duty or obligation on its part, if such party fails to (i) cure the specified

default within thirty (30) days following receipt of the notice provided under

Section 12.3, or (ii) if the default is not capable of being cured within 30

days, commences such cure within 30 days, proceeds diligently to complete the

cure, and completes the cure no later than 90 days after receipt of such notice.

"Memorandum of Understanding" means the Memorandum of Understanding between

the Band and the Secretary of the Interior executed on behalf of the Secretary

on January 11, 1999.

"Minimum Payment Note" shall mean the promissory note to be executed by the

Band to evidence Minimum Guaranteed Payment Advances, which shall be in the form

attached hereto as Exhibit I, together with all amendments, substitutions and

renewals thereof..

"Monthly Payments" shall have the meaning described in Section 8.1(c).

"National Indian Gaming Commission" or "NIGC" means the commission

established pursuant to 25 U.S.C. Section 2704.

<PAGE>

"Net Revenues" shall have the meaning set forth in the Management

Agreement, and shall include "Net Revenues (gaming)" and "Net Revenues (other)"

as defined in the Management Agreement.

"NIGC Approval" means the written approval by the NIGC of the Management

Agreement.

"NIGC Disapproval" means a written determination by the NIGC that the

Management Agreement should be disapproved under 25 C.F.R. Section 533.6(c), if

within 120 days after notification of the NIGC decision Lakes and Great Lakes

have not cured the reason for such disapproval.

"Non-Gaming Land" means any parcels of land in Michigan or Indiana (other

than the Gaming Site) which are (a) identified in a writing executed by the Band

as suitable for reservation homelands for the Band in accordance with the

Memorandum of Understanding, and (b) meet the requirements of United States of

America to be accepted in trust for the Band for Gaming or non-Gaming purposes;

provided that the Gaming Site and the Non-Gaming Land shall not exceed 4,700

acres in the aggregate.

"Non-Gaming Land Acquisition Line of Credit" shall mean an internal line of

credit in favor of the Band established by Great Lakes in the amount of

$15,000,000, pursuant to the Second Amended and Restated Non-Gaming Land

Acquisition Line of Credit Agreement in the form attached hereto as Exhibit J,

to enable the Band to option or acquire Non-Gaming Lands.

"151 MM Shortfall" means the difference, if any, between (a) $151,000,000

and (b) the aggregate amount of bank commitments and firm underwriting

commitments the Band obtains for the Initial Phase for the Bank Loan and the

Equipment Loan, without any guaranty, credit enhancement or interest subsidy

from Great Lakes or Lakes for such Loans (other than a Lakes Refinancing

Guaranty) and on terms not less favorable to the Band than those set out in

Sections 9.2.2, 9.2.3 and 9.2.5 with regard to those Loans.

"Operating Expense" has the meaning provided in Section 2 of the Management

Agreement.

"Plans and Specifications" shall mean the final Plans and Specifications

approved for the Facility as described in Section 4.8.

"Pokagon Council" shall mean the duly elected governing legislative body of

the Band described pursuant to 25 U.S.C. Section 1300j-4(b) or, at the option of

the Band, a designed committee or council created pursuant to resolution or

ordinance of the Pokagon Council.

"Preliminary Development Budget" shall have the meaning described in

Section 4.2.

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

<PAGE>

"Remaining Loan Availability Amount" shall have the meaning described in

Section 9.2.1(a)((ii)(A).

"Reserve Amount" shall have the meaning described in Section

9.2.1(a)(ii)(A).

"Restoration Act" shall mean 25 U.S.C. Sections 1300j et seq.

"Restricted Territory" shall mean the States of Ohio, Illinois, Indiana and

Michigan.

"Road Service Agreement" shall mean that certain Service, Maintenance and

Reconstruction of County Roads Agreement dated October 24, 2001 by and among the

Band, Great Lakes, Lakes and the Board of County Road Commissioners of Berrien

County, Michigan.

"Scholarship Program Fee" shall mean the $1,000,000 non-refundable fee paid

by Lakes under Section 9.1 of this Agreement.

"Signing Fee" shall have the meaning described in Section 8.1(b).

"Specific Performance Restriction" shall mean that no arbitrator or court

shall have the power to compel, overturn, negate or in any manner modify any

Governmental Action; but such restriction shall not prevent an arbitrator from

determining that the taking of any Governmental Action or the failure to take

any Governmental Action, which is not caused by a breach of Great Lakes or

Lakes' obligations under the Agreements or the Guaranty, constitutes a breach of

this Agreement by the Band or the impairment of rights of Great Lakes under this

Agreement; and which therefore results in liability on the part of the Band for

damages in favor of Great Lakes as provided in this Agreement and enforcement of

the obligations of the Band to Great Lakes, including any security agreements

and collateral instruments, in accordance with their terms.

"State" shall refer to the State of Michigan.

"Subsequent Gaming Facility Revenues" means gaming revenues from a gaming

facility (including the Facility) owned or operated by the Band in Michigan, but

only to the following extent: (i) all Class III Gaming Net Revenue and (ii)

Class II Gaming Net Revenue, to the extent that such Net Revenue exceeds

$1,000,000 per annum.

"Term" shall mean the term of this Agreement as described in Section 7.1.

"Transaction Documents" shall mean, individually or collectively, as the

context may require, this Agreement, the Management Agreement, the Dominion

Account Agreement, the Band Mortgages, the Security Agreement, and any other

documents, instruments and agreements between Great Lakes and the Band

referenced therein, each as heretofore and hereafter amended.

"Transition Loan" shall have the meaning described in Section 8.3.

"Transition Loan Note" shall mean the promissory note to be executed by the

Band evidencing the Transition Loan, which shall be in the form attached hereto

as Exhibit K.

<PAGE>

"Tribal Distributions" shall mean Monthly Distribution Payments, Minimum

Guaranteed Monthly Payments and any other payments received by the Band pursuant

to or in connection with the Management Agreement.

"Tribal UCC Code" shall have the meaning assigned to such term in Section

9.2.5(m) hereof.

Section 1.2. Independent Agreement. The objective of the Band and Great

Lakes in entering into and performing this Agreement is to provide a legally

enforceable procedure and agreement pursuant to which Great Lakes will pay

certain fees to the Band and make certain loans to the Band, and whereby the

Band and Great Lakes can proceed as far as possible with development of the

Facility prior to the approval of the Management Agreement by the NIGC so that

the Facility can be opened to the public as soon as possible after the approval

of the Management Agreement by the NIGC; and to set forth the rights and

obligations of the parties if approval of the Management Agreement by the NIGC

does not occur or on the occurrence or non-occurrence of certain other events.

This is intended to be a legally enforceable agreement, independent of the

Management Agreement, which shall enter into effect when executed and delivered

by the parties and be enforceable between the parties regardless of whether or

not this Agreement or the Management Agreement is approved by the Chairman of

the NIGC.

ARTICLE 2

ACQUISITION OF GAMING SITE AND NON-GAMING LANDS

Section 2.1. Selection of Gaming Site. The parties have selected the Gaming

Site for the Facility.

Section 2.2. Purchase of Gaming Site; Funding. The Band, through the Band

Designee, has purchased the Gaming Site using funds provided by Lakes or Great

Lakes under the Lakes Development Loan. All amounts so advanced by Lakes or

Great Lakes, together with option or acquisition payments made by Lakes or Great

Lakes prior to such purchase, are Development Expenditures and have been

advanced under the Lakes Development Note.

2.2.1. The Band Designee has executed and delivered the Band Designee

Guarantee to Great Lakes. The Band Designee has executed and delivered to Great

Lakes a Band Designee Mortgage securing that guarantee.

Section 2.3. [intentionally omitted]

Section 2.4. Assignment of Other Options. Great Lakes shall at the Band's

sole and absolute discretion assign or cause to be assigned to the Band or the

Band Designee any or all options (other than the Gaming Site Option) it, or any

other nominee, Insider or agent of Lakes or Great Lakes may have on, or other

interests in, the following properties: (a) all lands acquired

<PAGE>

by Lakes, Great Lakes or any agent or Insider of Lakes or Great Lakes relating

to the development of the Facility and related amenities, and (b) any other land

located within the 20-mile radius described in Section 10.6 below, unless the

Band consents in writing to their retention of specified options or interests

for specified purposes. Any such consent given by the Band shall be irrevocable

as to the specified property and purposes. Any such assignments shall be without

warranty or other recourse. Option payments or acquisition payments made by

Lakes or Great Lakes or Lakes' or Great Lakes' other nominees or agents prior to

such assignment shall be advances under the Non-Gaming Land Acquisition Line of

Credit and repayable in accordance with its terms.

Section 2.5. Selection of Non-Gaming Lands. As soon as reasonably possible

after the date of this Agreement, the Pokagon Council shall select the

Non-Gaming Lands. The Band shall have sole discretion over the selection and

terms of acquisition of the Non-Gaming Lands.

Section 2.6. Closing on Non-Gaming Lands; Funding. The Band or the Band

Designee shall thereafter proceed to purchase the Non-Gaming Lands. Such

purchase shall occur on or immediately following NIGC Approval; as may be

required to avoid expiration of options or deadlines set in purchase agreements,

as they may be extended with the consent of the owners of the proposed

Non-Gaming Lands; or as otherwise agreed by the parties. Great Lakes shall

advance funds in such amount or amounts as shall be needed to option and/or

acquire the Non-Gaming Lands, including without limitation all related fees and

transfer taxes, provided that the total amount Great Lakes shall be required to

advance shall not exceed $15,000,000. All amounts so advanced by Great Lakes

shall be advanced under the Non-Gaming Land Acquisition Line of Credit, which

shall be Limited Recourse, shall bear interest at the Band Interest Rate, and

shall be repayable in 60 equal monthly installments of principal and interest

commencing on the 15th day of the month after the month in which the

Commencement Date occurs.

2.6.1. Funding where Non-Gaming Land Acquired by Band Designee. If the

Band opts to have the Band Designee enter into options or purchase agreements

for Non-Gaming Lands, or acquire any of the Non-Gaming Lands, the cost of

obtaining such options and agreements, and of closing under such options and

agreements, including all related fees, commissions and expenses, shall be

advanced by Great Lakes to the Band under the Non-Gaming Land Acquisition Line

of Credit, through a designee other than Great Lakes, which designee shall be

the nominee of and agent for Great Lakes. The Band shall in turn advance or

contribute such amounts to or for the benefit of the Band Designee. The Band

Designee shall execute and deliver to Great Lakes the Band Designee Guarantee.

The Band Designee shall also execute and deliver to Great Lakes' nominee a Band

Designee Mortgage securing that guarantee, or an amendment to such mortgage,

upon each closing on the Band Designee's acquisition of any such real property.

Great Lakes's Designee shall act solely as agent and nominee for Great Lakes in

advancing funds under the Non-Gaming Land Acquisition Line of Credit and holding

the Band Designee Mortgage, and shall not have any independent capacity; shall

be subject to all claims and defenses of the Band and the Band Designee against

Great Lakes and Lakes, to the same extent as if the property in question had

been acquired by the Band and mortgaged by the Band to Great Lakes or Lakes; and

shall be subject to the arbitration, limited waiver of immunity, Limited

Recourse and other provisions of Article 14 of the Development Agreement. Great

Lakes' designee shall only be entitled to enforce the Band Designee Mortgage

against the

<PAGE>

Band Designee to the extent that, and in the same manner as, Great Lakes would

be entitled to enforce a Band Mortgage against the Band. Any Great Lakes'

designee shall execute and deliver to the Band an agency agreement reasonably

acceptable to the Band and Great Lakes.

Section 2.7. Mortgages Prior to Transfer into Trust. Prior to transfer of

the Gaming Site or Non-Gaming Lands into trust, amounts advanced under the Lakes

Development Note and under the Non-Gaming Land Acquisition Line of Credit shall

be secured by a Band Mortgage or Band Designee Mortgage on all such properties.

Lakes and Great Lakes shall release such mortgages upon transfer of the

respective lands subject to such mortgages into trust, or as otherwise provided

in this Agreement.

ARTICLE 3

CONSTRUCTION PHASES

Section 3.1. Initial Phase. The Facility shall be constructed in two

phases, the Initial Phase and the Final Scope of Work. Great Lakes and the Band

agree to proceed with the Design Phase and the Construction Phase of the Initial

Phase in accordance with Articles 4 and 5, and to equip the Initial Phase of the

Facility in accordance with Article 6. The intent of the parties is to take all

steps necessary in accordance with Articles 4 and 5 to permit the Band to

commence construction of the Initial Phase immediately upon the taking into

trust of the Gaming Site and receipt of NIGC Approval, and to complete

construction of the Initial Phase, equip the Initial Phase of the Facility and

commence Gaming as soon as reasonably practicable thereafter.

Section 3.2. Final Scope of Work. No later than six months after the

Commencement Date, Great Lakes shall submit to the Band a proposed Preliminary

Development Budget, plans and specifications for the Final Scope of Work. Upon

approval of such budget, plans and specifications, Great Lakes and the Band

shall proceed in accordance with Articles 4, 5 and 6 to design, construct and

equip the Facility in accordance with the Final Scope of Work in a timely manner

so as to permit opening of the Facility expansion no later than two years after

the Commencement Date.

Section 3.3. Modification of Final Scope of Work. Notwithstanding any

provision of this Article, the Final Scope of Work may be reduced as follows:

The Band and Great Lakes may at any time notify the other party that it believes

that unanticipated material adverse changes in local gaming market conditions

(not including changed economic conditions, whether locally or in the economy

generally) make construction of the Facility to the Final Scope of Work not

economically feasible. In that event both parties shall negotiate in good faith

to determine what adjustments, if any, in the Final Scope of Work are

appropriate in light of the changed local gaming market conditions; provided

that such adjustments shall not result in a Facility smaller than the Initial

Phase. The Band and Great Lakes shall mutually agree upon the final budget,

plans and specifications for the Final Scope of Work.

Section 3.4. Bank Loans and Equipment Loans. Any references in Articles 4,

5 and 6 to the Bank Loan, the Equipment Loan or the Bank Closing shall refer to

such loans or closings as they pertain to the financing of the Initial Phase or

the expansion to the Final Scope of Work, as appropriate.

<PAGE>

ARTICLE 4

DESIGN PHASE

Section 4.1. Employment of Architect. Great Lakes shall recommend to the

Band a minimum of three duly licensed architects, who shall be familiar with the

design of gaming facilities, for interview by the Pokagon Council, and the Band

shall select an architect from the group or, if none of the first group is found

acceptable to the Band, groups recommended by Great Lakes. The Band shall employ

such architect (the "Architect") for the purpose of performing certain services

in connection with the design and construction of the Facility, including site

development. The Band's agreement with the Architect shall be in the form of a

contract (the "Design Agreement") approved by Great Lakes and the Pokagon

Council. The scope of the project contemplated by this Agreement (the "Project")

shall be stated and established in the Design Agreement and shall be subject to

the mutual approval of the parties, but shall incorporate at a minimum the

Initial Phase and the Final Scope of Work (subject to the provisions of Section

3.3). The scope of design shall not include, but the design shall facilitate,

the possibility of the Band later designing and constructing phased expansions

of the hotel, theme retail space, golf course and other amenities. The Design

Agreement shall also provide for and establish appropriate design packages

("Design Packages"), each pertaining to a discrete portion or phase of the

Project. The Design Agreement shall allow Great Lakes the right and

responsibility to supervise, direct, control and administer the duties,

activities and functions of the Architect and to efficiently carry out its

covenants and obligations under this Agreement; but the Design Agreement shall

provide that the Architect will consult closely with the Band and the Band's

advisers, and that all design elements shall be subject to review and approval

by the Band.

Section 4.2. Design and Construction Budgets. Great Lakes, with the

assistance and input of the Architect and subject to the approval of the Pokagon

Council, shall establish a preliminary Development Budget (the "Preliminary

Development Budget") for designing, constructing, furnishing and equipping the

Facility and related costs and Development Expenditures. The Preliminary

Development Budget, as approved by the Pokagon Council and as it may be amended

with the approval of the Pokagon Council, is referred to as the "Approved

Development Budget." The Approved Development Budget shall reflect the Initial

Phase and, as to the expansion to include the Final Scope of Work, the Final

Scope of Work (subject to revision as provided in Section 3.3), as well as any

other planned phasing. Great Lakes may, after notice to and approval by the

Pokagon Council, revise the aggregate Approved Development Budget from time to

time as necessary or appropriate to reflect any unpredicted changes, variables

or events or to include additional and unanticipated Project costs. Great Lakes

may, at is sole discretion after notice to and approval by the Business Board,

reallocate part or all of the amount budgeted with respect to any line item to

another line item and to make such other modifications to the Approved

Development Budget as Great Lakes deems necessary or appropriate, provided that:

(i) the cumulative modifications of the Approved Development Budget for all

Design Packages shall not, without Great Lakes's prior approval and the Pokagon

Council's prior approval, exceed the aggregate Approved Development Budget, and

(ii) any modifications shall not otherwise conflict with the terms of this

Agreement. Approved

<PAGE>

Development Budget adjustments which otherwise vary from the terms of the

Agreement, shall, in addition to requiring Great Lakes's approval, require the

approval of the Pokagon Council. The Band acknowledges that the Approved

Development Budget is intended only to be a reasonable estimate of Project

costs, subject, however, to the provisions of Section 5.8 with regard to cost

overruns.

Section 4.3. Gaming Regulatory Authority Expenses. The Approved Development

Budget shall include such amounts as the Band determines, after consultation

with Great Lakes, are reasonable and necessary to assure that the GRA is able to

fulfill its regulatory role in a manner that does not slow the opening of the

Facility; provided that the cost of final preparation and approval of the Gaming

Ordinance shall not exceed $20,000.

Section 4.4. [intentionally omitted].

Section 4.5. Concept Design and Engineering. Great Lakes, after

consultation with the Business Board and the Architect, shall prepare for the

review and approval of the Pokagon Council, a statement of requirements for the

Facility, if any, including, but not limited to, planned phasing, if any, a

program of preliminary objectives, schedule requirements, design criteria,

including assumptions regarding HVAC demands, space requirements and

relationships, special equipment and site requirements.

Section 4.6. Preliminary Program Evaluation. Great Lakes shall prepare for

review by the Business Board and approval of the Pokagon Council, a preliminary

evaluation of the proposed Project including, but not limited to, planned

phasing, if any, schedule, Development Budget requirements, and alternative

approaches to Project design and construction. Based upon the agreed-upon

schedule, Development Budget requirements and design, the Architect shall

prepare schematic design documents consisting of drawings and other documents

illustrating the scale and relationship of the Facility and any other Enterprise

components, as well as a preliminary estimate of Enterprise costs based upon the

proposed area, size and scope of the Enterprise.

Section 4.7. Design Development. After review by the Business Board and

upon final approval of the schematic design documents by the Pokagon Council and

Great Lakes, the Architect shall prepare design development documents consisting

of drawings and other documents to fix and describe the size and character of

the Project as to architectural, structural, mechanical and electrical systems,

materials and such other elements and/or Design Packages as may be appropriate.

Further, the Architect shall advise Great Lakes with respect to, and update, any

Development Budget estimates. Great Lakes shall submit to the Pokagon Council,

for its review and approval, finalized versions of the design development

documents prepared by the Architect and agreed to by Great Lakes.

Section 4.8. Plans and Specifications. Based upon the approved design

development documents and any further adjustments in the scope and quality of

the Project or in the Development Budget, the Architect shall prepare for

approval by Great Lakes and the Business Board construction documents consisting

of preliminary drawings and specifications setting forth the general

requirements for construction of the Project. The Architect shall proceed with

completion of detailed plans and specifications (the "Plans and Specifications")

as they relate to

<PAGE>

construction of portions of the Facility in the order such portions are to be

completed or in the order required for sequential completion, and shall proceed

with completion of all Plans and Specifications as soon as reasonably possible

given construction scheduling and the intended progress of Project work. The

Architect shall advise the Business Board of any adjustments to previous

Development Budget estimates. The Plans and Specifications of the Initial Phase

shall be designed to accommodate the addition of further amenities, including

without limitation a hotel, expansion of the parking garage, and a

bingo/multi-purpose entertainment hall.

As portions of the detailed Plans and Specifications are completed for

segments of the Project, the Architect shall be required to submit duplicate

copies of those portions of the Plans and Specifications to Great Lakes and to

the Business Board (for approval prior to release of such documents to

prospective bidders for bidding and prior to commencement of construction of

such portions) and to the Pokagon Council (for information).

Section 4.9. Compliance with Construction Standards, Environmental Laws and

Regulations. The Facility shall be designed and constructed so as to adequately

protect the environment and the public health and safety and to comply with all

requirements of IGRA and the NIGC. The design, construction and maintenance of

the Facility shall, except to the extent a particular requirement or

requirements may be waived in writing by the Pokagon Council, meet or exceed all

reasonable minimum standards pertaining to the Band and national, State and

local building codes, fire codes and safety and traffic requirements (but

excluding planning, zoning and land use laws, ordinances, regulations and

requirements), which would be imposed on the Enterprise by existing State or

Federal statutes or regulations which would be applicable if the Facility were

located outside of the jurisdictional boundaries of the Band, even though those

requirements may not apply within the Band's jurisdictional boundaries. To the

extent that the Band has adopted or may in the future adopt more stringent

requirements, those requirements shall govern. Nothing in this subsection shall

grant to the State or any political subdivision thereof any jurisdiction

(including but not limited to, jurisdiction regarding zoning or Gaming Site use)

over the Facility or Enterprise or its development, management and operation.

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

Preliminary Site Work. Notwithstanding any lack of approval of the Management

Agreement or this Agreement by the NIGC, Great Lakes shall advance such funds

under the Lakes Development Loan as are reasonably necessary to proceed prior to

Bank Closing with site and facility planning, architectural renderings and

plans, including payments to the Architect pursuant to the Design Agreement,

engineering and environmental services, Development Soft Costs, working drawings

and construction contract bidding documents. Great Lakes has also advanced under

the Lakes Development Loan, notwithstanding lack of such approvals, such funds

(in the approximate amount of $4,500,000) as were reasonably necessary to order

long-lead-time items and to permit the Band to begin preliminary site work. All

amounts so advanced by Great Lakes prior to NIGC Approval and Bank Closing shall

be a part of the development cost of the Enterprise and shall be advanced under

the Lakes Development Note as part of the Lakes Development Loan.

ARTICLE 5

<PAGE>

CONSTRUCTION PHASE

Section 5.1. Selection of Contractor or Construction Manager. Great Lakes

shall, in consultation with the Architect and the Business Board, initiate a

pre-bid selection process in order to pre-qualify prospective general

contractors and/or construction management in connection with the construction

of the Facility. Great Lakes shall submit the list of pre-qualified general

contractors and/or construction managers to the Pokagon Council, together with

Great Lakes's recommendations, for the Pokagon Council's review, comment and

approval. Special consideration shall be given in the selection of contractors

and/or construction managers to companies with a proven history of effective

employment of Native American and local subcontractors.

Section 5.2. Vendor Preferences. In entering contracts for the supply of

goods and services for the Enterprise, including the selection of contractors

and/or construction managers, subcontractors and suppliers, Great Lakes shall

comply with the Band's Member Preference Program adopted on August 1, 2001, as

it may be amended, the provisions of Section 4 of the Local Agreement, and the

Labor Management Cooperation Agreement between Christman Kraus-Anderson, a joint

venture, and the Michigan State Building and Construction Trades Council and the

Southwest Michigan State Building and Construction Trades Council and Michigan

Regional Council of Carpenters dated May 14, 2002, as amended. Great Lakes shall

provide written notice to the Band in advance of all such contracting,

subcontracting and construction opportunities. The Band reserves the right to

require use of union labor on some or all contracts, subject to review with

Great Lakes of any related budgetary impact.

Section 5.3. Proposal Review. Subsequent to the pre-qualification of

prospective contractors and/or construction managers, Great Lakes shall conduct

a review of responsive proposals for the construction of the Project, and Great

Lakes shall recommend to the Band a well-qualified construction manager,

contractor and/or contractors. The recommended contractor, contractors and/or

construction manager shall be subject to the approval of the Pokagon Council,

shall be properly licensed in the State of Michigan, and shall be capable of

furnishing a payment and performance bond satisfactory to the Business Board to

cover the construction for which the contractor, contractors and/or construction

manager may be retained.

Section 5.4. Contracts. The Band shall enter into a construction management

agreement and/or construction contract or contracts (the "Construction

Documents") with the parties select

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