FIRST AMENDED AND RESTATED MEMBERS AGREEMENT

EXHIBIT 10.2

FIRST AMENDED AND RESTATED MEMBERS AGREEMENT

     This FIRST AMENDED AND RESTATED MEMBERS AGREEMENT is made as of this 22 ^nd day of April, 2003 (the “Agreement”) among CASINO AMERICA OF COLORADO, INC., a Colorado corporation (“Isle Colorado”), ISLE OF CAPRI CASINOS, INC. (f/k/a Casino America, Inc.), a Delaware corporation (“Isle of Capri”), BLACKHAWK GOLD, LTD., a Colorado corporation (“Blackhawk Gold”), and NEVADA GOLD & CASINOS, INC., a Nevada corporation (“Nevada Gold”). Isle Colorado and Blackhawk Gold are sometimes herein referred to as the “Members” or individually as a “Member.”

     WHEREAS, Isle Colorado and Blackhawk Gold are the members of Isle of Capri Black Hawk L.L.C., a Colorado limited liability company (the “Company”), and are parties to a Second Amended and Restated Operating Agreement of the Company, dated as of the date of this Agreement (the “Operating Agreement”);

     WHEREAS, Isle Colorado is a wholly owned subsidiary of Isle of Capri and Blackhawk Gold is a wholly owned subsidiary of Nevada Gold;

     WHEREAS, the Company was initially formed for the purpose of developing, constructing and operating a casino and related facilities in Black Hawk, Colorado (the “Isle Black Hawk”);

     WHEREAS, the Company entered into stock purchase agreements on December 24, 2002 (the “Stock Purchase Agreements”), to purchase the Colorado Central Station Casino in Black Hawk, Colorado (the “Central Station”), and the Colorado Grande Casino in Cripple Creek, Colorado (the “Grande” and, together with the Central Station, the “Additional Facilities” and, together with the Isle Black Hawk, the “Facilities”);

     WHEREAS, in connection with the purchase of the Additional Facilities, the Company will enter into that certain First Amended and Restated Credit Agreement dated April        , 2003 (the “Credit Agreement”), by and among the Company, various financial institutions, Canadian Imperial Bank of Commerce, as Administrative Agent, and CIBC World Markets Corp., as Lead Arranger, on such terms as approved by the Managers;

     WHEREAS, the Company intends to further develop and improve the Isle Black Hawk and the Central Station pursuant to the development plan attached hereto as Exhibit B (the “Development Plan”);

     WHEREAS, the Company has entered into a Second Amended and Restated Management Agreement, dated as of the date hereof (the “Isle Black Hawk Management Agreement”), with Isle of Capri pursuant to which Isle of Capri will manage the Isle Black Hawk;

     WHEREAS, the Company has entered into management agreements, in substantially the same form and on substantially the same terms as the Isle Black Hawk Management Agreement, with Isle of Capri pursuant to which Isle of Capri will manage each of the Additional Facilities (collectively with the Isle Black Hawk Management Agreement, the “Management Agreements”); and

     WHEREAS, the parties hereto wish to amend and restate the Members Agreement, dated as of July 29, 1997, among the parties hereto, to set forth certain agreements with respect to the operation of the Company, the acquisition of the Additional Facilities, the Development Plan and the parties’ respective rights and obligations.

     NOW, THEREFORE, the parties agree as follows:

ARTICLE 1:

OWNERSHIP INTEREST AND DEFINITIONS

1.1 Ownership. The parties agree that the respective percentage Ownership Interests as of the date of this Agreement are as follows: Isle Colorado – 57% and Blackhawk Gold – 43%.

1.2 Definitions. Capitalized terms not otherwise defined in Exhibit A hereto shall have the respective meanings ascribed for those terms in the Operating Agreement, applicable to both singular and plural forms, for all purposes of this Agreement.

ARTICLE 2:

ACQUISITION AND DEVELOPMENT PLAN

2.1 General Intent. The Members anticipate that certain expenditures will be made in order to consummate the acquisition of the Additional Facilities and to complete the Development Plan (including feasibility studies, advisory fees and expenses, development planning, construction and regulatory approvals). Except as specifically set forth herein, the Members anticipate that these costs will be funded solely by the Company with proceeds from operations and with proceeds from the Credit Agreement.

2.2 Employee Costs. Except as otherwise expressly provided in this Agreement or in the Management Agreements, each Member will be separately responsible for its own payroll and benefit expense of its employees and independent contractors with respect to the Development Plan or Company business.

2.3 Debt Financing; Capital Commitment. Except for previously contributed capital contributions, the Members acknowledge and agree that, to the extent commercially reasonable, the Company and the Development Plan will be funded through debt financing. The Company shall incur no debt or liability for which the Members or their respective Affiliates would be obligated in any way. Without limiting the foregoing, no Member or Affiliate will be required to guarantee or co-sign any loan made to the Company or any other obligation of the Company.

2.4 Development Plan. The Company will use its reasonable commercial efforts to complete the Development Plan. A description of the Development Plan is set forth on Exhibit B attached hereto, and such plan (together with all actions consistent therewith) is hereby approved by the Members.

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     Neither Isle Colorado nor any Affiliate shall be liable to the Company or to Blackhawk Gold or its Affiliates for any losses, damages, liabilities or expenses resulting or arising from the Development Plan, other than as a direct and proximate result of the gross negligence or willful misconduct of Isle Colorado or any of its Affiliates; and neither Isle Colorado nor any of its Affiliates makes any representations or warranties as to the Development Plan or its successful completion.

     Blackhawk Gold and its Affiliates will cooperate with Isle Colorado and Isle of Capri in connection with the development of the Development Plan in all reasonable respects, including without limitation, providing pertinent information, documents or records or making appearances before regulatory authorities whose approvals are required in connection therewith.

ARTICLE 3:

CAPITAL CONTRIBUTIONS

3.1 Additional Contributions. Except upon the agreement of all Members and upon such terms and conditions as they may agree in writing, no Additional Contributions will be required or permitted from the Members of the Company. Any Member that provides any Additional Contribution shall receive a corresponding credit to its capital account and its Ownership Interest shall be increased proportionately with the increase in its capital account.

3.2 Default. If a Member fails to make a required Capital Contribution timely when due, each other Member which is not in default will have the option to:

     If there is more than one Member which is not in default in its required Capital Contributions, the non-defaulting Members will agree among themselves as to the allocation of any required Capital Contribution that is either contributed or loaned, and if they do not agree, each such Member will be entitled to contribute and to loan an amount equal to its proportionate share (based on the ratio of their Capital Contributions previously made).

3.3 Loans by Members. Subject to terms of the Credit Agreement, the Members or their Affiliates may loan money to the Company for Company purposes as provided in the Operating Agreement, at the Interest rate.

3.4 Distributions. Unless the Members unanimously agree otherwise, the Company will make distributions to its Members no later than forty five (45) days after the end of each fiscal quarter of (a) amounts necessary to pay income tax at a rate of 40% of taxable income allocated to each Member for each fiscal quarter and (b) 100% of Excess Cash Flow (as defined below), determined on a fiscal quarter basis. Notwithstanding the foregoing, the distributions to Members shall not be in excess of that entitled to be made pursuant to any currently existing indenture or

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credit facility entered into by the Company, provided that each Member has agreed in writing to enter into such facility. As used herein, “Excess Cash Flow” means EBITDA less (i) management fees, (ii) capital expenditures approved by the Managers and actually paid, (iii) interest, (iv) tax distributions actually paid to Members within forty five (45) days after the end of each fiscal quarter, (v) scheduled principal payments and (vi) required offers to repurchase notes pursuant to any currently existing credit facility entered into by the Company.

ARTICLE 4:

MANAGEMENT

4.1 Unanimous Vote. The parties agree to cause the Managers appointed by them not to cause the Company to effect any of the following matters without (i) the unanimous consent of each of the other Managers and (ii) the unanimous consent of the Members:

4.2 Annual Budgets. Isle Colorado will prepare an Annual Budget within a reasonable time before the beginning of each Fiscal Year, including the budget to be submitted under the Management Agreements. An Annual Budget will include the amount of any Additional Contribution that is determined to be necessary or desirable (to be made in the proportion of the Capital Contributions previously made), and the date or dates on which such contribution to capital will be due.

ARTICLE 5:

SALE OF PROPERTY ON DISSOLUTION

5.1 Sale of Real Property on Dissolution. In connection with any liquidation of the real property owned by the Company, together with any improvements thereon (the “Property”), the Members agree to vote and to cause the Managers appointed by them to vote to apply the following procedures in connection with such liquidation:

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ARTICLE 6:

DISPUTE RESOLUTION

6.1 Disputes. Except as to any disputes for which injunctive relief may be available, in the event a dispute of any kind arises in connection with this Agreement (including any dispute concerning its construction, performance or breach), the parties to the dispute (who may be any combination of the Company and any one or more of the Members) will attempt to resolve the dispute as set forth in Section 6.2 before proceeding to arbitration as provided in Section 6.3. All documents, discovery and other information related to any such dispute, and the attempts to resolve or arbitrate such dispute will be kept confidential to the fullest extent possible. This Article 6 shall not apply to disputes arising under the Management Agreements.

6.2 Negotiation. If a dispute arises, any party to the dispute will give notice to each other party. If the Company is not a party to the dispute, notice will be given to the Company. After notice has been given, the parties in good faith will attempt to negotiate a resolution of the dispute.

6.3 Arbitration. If, within 30 days after the notice provided in Section 6.2, a dispute is not resolved through negotiation or mediation, the dispute will be arbitrated. The parties to the dispute agree to be bound by the selection of an arbitrator, and to settle the dispute exclusively by binding arbitration in accordance with the following provisions: