SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

C.            The Partnership is also issuing to National Gaming Mississippi, Inc., a Delaware corporation (“NGM”), a Class B Note in the maximum principal amount of $2 million pursuant to the Consolidation Agreement.

AGREEMENT:

The parties agree that the Original Agreement shall be amended and restated as follows:

Article I:  Organizational Matters

1.01   Formation; Etc .  UGR and RCC hereby agree to continue as partners (sometimes referred to herein as the “Partners”) in continuation of the Partnership under the Mississippi Act as described in Recital A above. On or prior to the date hereof (or within five business days hereafter), UGR and RCC have caused (or shall cause) to be filed an amended certificate of limited partnership (a “Certificate”) in the office of the Secretary of State of the State of Mississippi reflecting the fact that UGR is the general partner and RCC is the limited partner in the Partnership. Failure to effect such filing in a timely manner shall not affect the Partners’ respective rights or obligations hereunder.

1.02   Partners .  UGR shall, from and after the date hereof, be the sole general partner in the Partnership (the “General Partner”). RCC shall, from and after the date hereof, be the sole Limited Partner. Each additional Limited Partner, if any, upon execution and delivery of a counterpart of this Agreement, as provided for herein, shall become a limited partner in the Partnership and shall be reflected as such on the books and records of the Partnership. UGR shall not admit any other Person as a Partner if the effect thereof is to reduce amounts otherwise payable to RCC hereunder, as provided herein.

1.03  Documents .  The Partners acknowledge and ratify the filing of each Certificate by UGR and RCC and, after the execution and delivery of this Agreement, the General Partner shall cause to be filed such other certificates or filings as may be required for the operation of a limited partnership in the State of Mississippi. The General Partner shall thereafter file any necessary amendments to the Certificate, and shall otherwise do all things necessary or appropriate for the maintenance of the Partnership as a limited partnership under the laws of the State of Mississippi.

1.04  Name .  The Partnership’s name is “Rainbow Casino-Vicksburg Partnership, L.P.”  The Partnership’s business shall be conducted under the name “Rainbow Casino-Vicksburg Limited Partnership” or under any other name or names reasonably deemed advisable by the General Partner from time to time, including without limitation, the name of the General Partner or any Affiliate thereof or any trade style or trade names. The words “Limited Partnership” or letters “L.P.” shall be included in the name of the Partnership where necessary to comply with the laws of any jurisdiction that so requires.

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1.05   Registered Office: Principal Office .  Unless and until changed by the General Partner, the registered office of the Partnership in the State of Mississippi shall be located at 1440 Warrenton Road, Vicksburg, Mississippi 39180. The principal office of the Partnership shall be c/o Alliance Gaming Corporation, 4380 Boulder Highway, Las Vegas, Nevada 89121, or such other place in the United States as may from time to time be reasonably designated by the General Partner (provided, that the General Partner shall not charge any overhead in respect of such office if not maintained at the Project site, except as reflected in the management fee under the Management Agreement (as in effect on the date hereof)). The General Partner shall give prompt written notice of any such change to the Limited Partner. The Partnership may maintain offices at such other place or places within or outside the State of Mississippi as the General Partner deems desirable or advisable.

1.06   Duration .  The Partnership has commenced operations prior to the date hereof and shall continue until December 31, 2010, unless earlier terminated pursuant to Article VII or extended pursuant to Article V hereof.

1.07  Purposes and Powers .  The Partnership is organized for the object and purpose of conducting, operating and disposing of the Rainbow Business, and to engage in all such, activities and transactions as are reasonably related to or incidental to the foregoing. In the event that the General Partner proposes to enter into any transaction or series or related transactions on behalf of the Partnership that are material to the Rainbow Business with Alliance Gaming Corporation or any of its Affiliates (other than the Partnership), the General Partner shall notify the Limited Partner of such proposed transaction (together with a reasonably detailed written description thereof), and the Limited Partner shall have the right to consent (in its reasonable discretion) to the fact that the economic terms of such transaction are no less favorable to the Partnership than the terms on which such a transaction would have been effected with an unaffiliated third party; it being understood that failure to respond to such General Partner’s notice within 10 days thereof shall constitute the Limited Partner’s consent, The Rainbow Business shall not be conducted by the General Partner other than through the Partnership. The Partnership may conduct and operate the Rainbow Business through divisions or other formats, utilizing trade styles or trade names.  The Partnership shall have all powers necessary or incidental, suitable, desirable or convenient for the accomplishment of the aforesaid purposes as limited above, alone or with others, as principal or as agent.

1.08   Power of Attorney .  Subject to Section 1.07 above, the Limited Partner hereby constitutes and appoints the General Partner and each of its authorized officers and attorneys-in-fact, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, in a manner not prohibited by this Agreement, to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices all certificates, documents and other instruments that the General Partner deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership in the State of Mississippi. The foregoing power of attorney is irrevocable and a power coupled with an interest, and it shall survive and not be affected by the subsequent death, incompetency, dissolution, bankruptcy

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or termination of the Limited Partner or the transfer of all or any portion of the Limited Partner’s Interest and shall extend to the Limited Partner’s successors and assigns.

1.09   Ownership of Property .  Legal title to all assets, rights and property (including without limitation, all cash and cash deposits in whatever form held, including in gaming machines), whether real, personal or mixed and whether tangible or intangible, acquired by the Partnership shall be acquired, held, owned and subsequently conveyed in the name of the Partnership and no Partner, individually or collectively, shall have any ownership interest in such partnership properties or any portion thereof. Subject to Section 1.07 above, (a) the Partnership shall have the power to acquire, own, lease, sublease, manage, operate, hold, deal in, control or dispose of any interest in real property constituting part of the Project and (b) the Partnership shall also have the power to acquire, own, hold, manage, sell, transfer, convey, assign, exchange, pledge or otherwise dispose of the stock of or other interest in any Person, foreign or domestic.

Article II:  Definitions

For the purposes of this Agreement, the following terms shall have the following meanings:

“Affiliate” of any Person means any other person Controlled by, Controlling or under common Control with such first Person, including without limitation, directors, officers, employees, stockholders and agents of such first Person or any other Person Controlled by, Controlling or under common Control with such first Person.  “Control,” “Controlling” or “Controlled” as to any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and/or policies of such Person, whether through ownership of voting securities or partnership interests, by agreement or understanding or otherwise.

“Alliance Agreements” shall mean the Basic Agreement dated as of October 28, 1993 among Alliance Gaming Corporation (formerly known as United Gaming, Inc.), The Rainbow Casino Corporation, John A. Barrett. Jr. and Leigh Seippel, as amended to date by agreements among such Persons and certain other Persons, including by the Consolidation Agreement.

“Allowed Deductions” shall mean deductions from Net Cash Flow consisting of:

(i)  NGM and/or HFS royalties and interest and principal in respect of the HFS Financing Agreements, each as provided for in the HFS Financing Agreements as presently in effect;

(ii)  interest and principal in respect of the existing obligations of the Partnership to International Game Technology, Inc. or any of its affiliates, as presently in effect;

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(iii)  interest and principal in respect of existing obligations to the Partnership to Kossens, Inc. or any of its affiliates, as presently in effect;

(iv)  interest and principal in respect of the Class A Note issued by the Partnership on the date hereof to UGR in the maximum principal amount of $3.25 million; it being understood that from and after the date hereof no further royalty shall accrue in respect of any Special Limited Partnership Interests or under the Alliance Agreements in any circumstance, the maximum principal amount of Class A Notes to be given effect for purposes of computation of the Net Cash Flow from which the RCC Interest is payable being $3.25 million; and

(v) interest and principal in respect of the Class B Notes issued by the Partnership on the date hereof to UGR and NGM in the amounts of $3.5 million and $2 million, respectively; such Class B Notes being for purposes of funding Permitted Capital Expenditures in the aggregate of up to but not in excess of $5.5 million, such that the maximum principal amount of the Class B Notes for purposes of computation of Net Cash Flow from which the RCC Interest is payable being $5.5 million or such lesser amount as shall have been funded in respect of such Class B Notes, in conformity with the terms of this Agreement and the Consolidation Agreement.

In calculating Allowed Deductions it is agreed that the General Partner is authorized to amend the terms of the indebtedness and other items in clauses (i) through (v) above or to obtain substitute, replacement or additional financing in respect of the Project, each, in the General Partner’s sole discretion; provided, that, notwithstanding any such action or any other recapitalization of the Partnership, or any other action of the Partnership or the General Partner, the RCC Interest shall continue to be calculated solely based upon Net Cash Flow calculated based on the provisions set out above in this definition, throughout the term of the RCC Interest and based on a maximum aggregate principal amount of Notes of $8.75 million to be repaid in accordance with their terms, as provided herein.

“Class A Note” shall mean the Class A Note issued by the Partnership to UGR on the date hereof in accordance with Section 4.04 hereof in the maximum principal amount of $3.25 million.

“Class B Note” shall mean each of the Class B Notes issued by the Partnership to UGR and NGM on the date hereof in accordance with Section 4.04 hereof in the maximum principal amounts of $3.5 million and $2 million, respectively. The Class B Notes shall accrue interest on and the principal amounts thereunder shall be repayable solely based upon the amounts funded or deemed funded by UGR and NGM hereunder and under the Consolidation Agreement. As of the date hereof, the Partnership has incurred indebtedness to (and such amounts shall be deemed funded by) (a) UGR in the amounts of $935,052 in respect of accrued and unpaid amounts described on Exhibit A hereto and $651,999.92 as provided in Section 2(b) of the Consolidation Agreement and (b) NGM in the amount of $651,999.92 as provided in the Consolidation Agreement. The Class B Notes shall be subject to the final sentence of Section 3.04 hereof.

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“Code” shall mean the Internal Revenue Code of 1986, as amended, or any successor statute or statutes thereto.

“Consolidation Agreement” shall mean the Consolidation Agreement dated as of the date hereof among RCC, NGM, HFS Gaming Corp., a Delaware corporation. Alliance Gaming Corporation, UGR and, as to certain matters, John A. Barrett, Jr., Leigh Seippel, Rainbow Development Corporation, a Mississippi corporation, and National Gaining Corp., a Delaware corporation, and Doyle  &   Bachman, a law partnership.

“EBITDAR” shall mean earnings from the Project, before giving effect to depreciation, amortization, interest and principal payments (including payments of interest on and principal of the HFS Financing Agreements to HFS or NGM or any of their respective Affiliates and payments of interest on and principal of the Notes), royalties payable to HFS, capital expenditures, and federal, state and local taxes (provided that such taxes are not paid by the Partnership)(but after giving effect to specifically gaming-related taxes, which shall constitute a deduction from earnings of the Partnership), all as determined in accordance with generally accepted accounting principles, consistently applied.

“Event of Withdrawal” shall mean, with respect to the General Partner, any bankruptcy or insolvency of the General Partner and the events specified under § 79-14-402(a) of the Mississippi Act.

“Gross Gaming Revenues” shall mean gaming revenues derived from the casino forming a part of the Project, in accordance with generally accepted accounting principles, consistently applied, i.e., for any applicable period, the amounts retained by such casino in respect of players’ wagers, less payments to winning players and all applicable gaining taxes.

“HFS” shall mean Hospitality Franchise Systems, Inc. or any of its Affiliates (and shall include NGM or any of its Affiliates); “HPS Financing Agreements” shall mean the various financing agreements, marketing and servicing agreements and other documents and instruments in effect on the date hereof among the Partnership, either of the Partners (or any of their respective Affiliates) and HFS or NGM, as amended or supplemented and in effect from time to time.

“Interest” shall mean, as to each Partner, all applicable rights of such Partner under this Agreement.

“Management Agreement” shall mean the Management Agreement dated as of October 28, 1993 among Mississippi Ventures, Inc., the Partnership, RCC, John A, Barrett, Jr. and Leigh Seippel, as amended to date.

“Net Cash Flow” shall mean EBITDAR of the Project, on a freestanding basis, exclusive of any overhead, service or other charges of the General Partner. Alliance Gaming Corporation or any Affiliate thereof (other than the Partnership, as permitted by this Agreement) other than the Management Fee (as presently in effect and as provided for in the

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Management Agreement, including any incentive or performance based management fees), prepared on a consistently applied generally accepted accounting principles basis for the Project, less deductions for, but only for Allowed Deductions.

“Net Income” or “Net Loss” for any taxable year shall mean the taxable income or the taxable loss of the Partnership for such taxable year as determined for U.S. federal income tax purposes.

“Notes” means, collectively, the Class A Note and me Class B Notes.

“Permitted Capital Expenditures” shall mean expenditures made by UGR or NGM or any of their respective Affiliates to or as directed by the Partnership or otherwise designated by the General Partner (in its sole discretion) in connection with the Project or the Rainbow Business, whether from the cash available in or generated by the Project or from UGR’s or NGM’s or such Affiliates’ own or borrowed funds, and in each case, whether or not such expenditures are, in accordance with generally accepted accounting principles, properly classified as capital expenditures; provided, that the aggregate amount of such expenditures (including the amount provided to be expended under the Consolidation Agreement) shall not have exceeded the difference between $5.5 million and the amount funded on the date hereof in respect of the Class B Notes (i.e., $2,239,051.84), from and after the date hereof. Nothing herein shall limit UGR’s ability to fund additional amounts to the Project so long as such additional amounts are not evidenced by a Class B Note.

“Person” shall mean any individual, company, corporation, association; governmental or quasi-governmental authority or other entity.

“Project” shall mean a dockside casino, restaurants, concessions and related activities in Vicksburg, Mississippi (including the contiguous family entertainment park and hotel).

“Rainbow Business” shall mean the business and operations heretofore and hereafter conducted by the Partnership, consisting of the development, ownership and operation of the Project.

“RCC Interest” shall mean the Interest of RCC as Limited Partner in the Partnership calculated as 10% of Net Cash Flow of the Partnership for each fiscal year of the Partnership from January 1, 1995 through the term of this Partnership as set forth in Section 1.06 hereof, subject to earlier termination as provided in Article VII hereof and to extension of such date as provided in this definition; provided, that RCC shall be entitled to a 20% share of Net Cash Flow to the extent (but solely to the extent) allocable on a straight line proportionate basis to Gross Gaming Revenues in any fiscal year in excess of $35,000,000 (e.g., if gross gaming revenues are $38,000,000 and Net Cash Flow is $5,000,000, the RCC Interest shall be (a) $5,000,000 x 35/38 x 10% plus (b) $55,000,000 x 3/38 x 20%). The term of the RCC Interest shall be for 15 years, commencing January 1, 1995; provided, that if the RCC Interest does not produce at least $50,000 per calendar year in actual payments to RCC, or a compensating payment up to the difference between $550,000 and the amount of

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the RCC Interest otherwise payable by the Partnership is not made for such calendar year to RCC, then the term of the RCC Interest shall be extended for an additional consecutive 12-month period in each such case.

“Transfer” shall mean the direct or indirect sale, donation, assignment (as collateral or otherwise), pledge, hypothecation, encumbrance, transfer or disposition of any Interest; “Transferor” and “Transferee” shall have correlative