Sample Business Contracts

Management Agreement for the National Indian Lottery - Coeur d'Alene Tribe and Unistar Entertainment Inc.

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                              MANAGEMENT AGREEMENT

                         FOR THE NATIONAL INDIAN LOTTERY


         This  Management  Agreement is made and entered into by and between the
Coeur d'Alene Tribe, a federally recognized Indian Tribe ("CDA" or "Owner"), and
UNISTAR Entertainment, Inc., a corporation organized under the laws of the State
of  Colorado  ("UNISTAR"  or  "Contract  Manager"),   for  the  formation  of  a
self-sustaining  tele-lottery  gaming  enterprise  to be known  as the  National
Indian  Lottery (the "NIL"),  pursuant to the Indian  Gaining  Regulatory Act of
1988  ("IGRA"),  the 1992 Class III Gaming  Compact by and  between  CDA and the
State of Idaho and the Coeur d'Alene Tribal Charitable  Gaming Code,  Chapter 30
1.01 - 14.01.

         In consideration of the mutual promises and covenants contained herein,
the parties hereto agree as follows:

ARTICLE 1.  Title

         This  Management  Agreement for the National  Indian Lottery may
hereinafter be referred to as "Management Agreement," or "Contract."

ARTICLE 2.  Recitals

         WHEREAS, the Coeur d'Alene Tribe is a federally recognized Indian Tribe
possessing  sovereign  powers of self  government  over the Coeur d'Alene Indian
Reservation; and

         WHEREAS,  CDA  desires  to  establish  a  self-sustaining  tele-lottery
enterprise  known as "National  Indian Lottery" (NIL) to increase CDA's revenues
for the purpose of enhancing CDA's economic self-sufficiency and self-government
and to promote  the  health,  education  and welfare of the members of the Coeur
d'Alene Tribe; and

         WHEREAS,  CDA is seeking  financial  and technical  assistance  for the
development and management of the NIL in order to obtain the revenues  necessary
to provide essential  governmental  services and long-term employment for Tribal
members; and

         WHEREAS,  CDA lacks the related  experience  necessary to  unilaterally
develop  and  operate  the NIL and CDA has  determined  that it must  obtain the
necessary  additional  capital,  management,  and  operational  skills by hiring
UNISTAR as Contract-Manager for a period of FIVE (5) YEARS to assist in securing
financing and to implement management of the operation of the NIL and to provide
the necessary training and oversight necessary to employ Tribal personnel; and


         WHEREAS,  UNISTAR is the developer of existing software systems and the
unique gaming program presented to CDA as "Tele-Lottery,"  and this lottery is a
unique and previously  non-existent  application of the concepts  advanced under
IGRA and the Charity Games Clarification Act; and

         WHEREAS,  UNISTAR has agreed to secure financing for and manage the CDA
NIL with CDA for a period of FIVE (5) YEARS in return  for which  UNISTAR  would
receive a management fee paid entirely and exclusively out of the net revenue of
the NIL at the rate of THIRTY  PER CENT (30%) of net  revenue  per year over the
FIVE (5) YEAR term of this Contract; and

         WHEREAS,  CDA has  determined  that the structure,  duration,  and fees
provided  for in this  Contract  represent  the best means to  accomplish  CDA's

ARTICLE 3.  Purpose

         3.1  The  purpose  of this  Contract  is to  establish  and  operate  a
Tele-Lottery Enterprise known as "National Indian Lottery" or "NIL" on the Coeur
d'Alene  Indian  Reservation  ("the  Reservation")  for the benefit of the Coeur
d'Alene Tribe and its members thereof

         3.2 UNISTAR is in the business of providing  technical,  financial  and
other  services  required  for the conduct of "NIL  Operation."  CDA and UNISTAR
agree that CDA shall engage in and conduct  lottery games under this  Agreement,
and that UNISTAR shall provide technical services and financing for the "NIL."

         3.3 The parties  understand  and agree that the  "lottery  games" to be
conducted at the Reservation  under this Agreement shall be a series of "lottery
games" as defined herein.

ARTICLE 4.  Definitions

         4.1      "Act" or "IGRA,"  shall refer to the Indian  Gaming Regulatory
Act,  (25 USC,  Section  2701 et

         4.2 "CDA" or "Tribe,"  means the Coeur d'Alene  Tribe,  its  authorized
officials, agents, and representatives.

         4.3  "Compact,"  means the 1992 Class III Gaming Compact by and between
the Coeur  d'Alene  Tribe and the State of Idaho  approved by the  Department of
Interior as published in Federal Register, Vol. 58, No. 28, Friday, February 12,
1993, Notices.

         4.4 "Computer System Network," means the unique  Tele-Lottery  software
and  hardware  telecommunications-system  that is the  proprietary  property  of


         4.5  "Director  of  Gaming,"  means the  individual  selected by CDA to
oversee and be in charge of all CDA gaming activities including NIL.

         4.6 "External  Audit," means the annual audit to be conducted by an
independent  CPA firm selected by the CDA.

         4.7 "Financial Procedures," shall refer to the Lottery Games Procedures
which establish and define the cash  management  system defined in Articles 6.6;
6.7; 6.1 1; 6.14;  and Article 7 and the methods used to provide the  protection
against price duplication and to guarantee payment of prizes won.

         4.8      "GAAP" means generally accepted accounting procedures.

         4.9      "Games," shall refer to Lottery Games and on-line games.

         4.10  "Game   Parameters,"   shall  refer  to  game  procedures   which
establishes and define the prize structure: game rules and other parameters.

         4.11     "Gaming Board," means the Coeur d'Alene Tribal Charitable
Gaming Board.

         4.12     "Indian Lands," means those lands as defined in 25 USC 2703(4)
and 25 CFR 502.12.

         4.13 "Internal  Audit," means the quarterly  audit to be conducted by a
mutually agreed upon auditor.

         4.14  "Lottery  Games," means those games  traditionally  identified as
non-casino  type  lottery  games (not to be  confused  with  pari-mutuel  sports
betting or bingo),  including games authorized pursuant to Article 4.19.2 of the
Compact and as conducted under this Management Agreement.

         4.15  "Management,"  means the arrangement  between CDA and UNISTAR for
management of the NIL as contained in this Contract.

         4.16 "Management  Fee," shall be the contract  manager's 30% of the net
revenue paid for entirely and exclusively out of the net revenue.

         4.17 "Net  Revenue,"  means gross  revenues  of the Lottery  Games less
amounts paid for prizes and total gaming related operating expenses.

         4.18     "NIGC," means National Indian Gaming Commission.

         4.19  "NIL,"  means  National  Indian  Lottery,  the gaming  enterprise
operated under this Management Agreement and solely owned by CDA.


         4.20  "UNISTAR,"  refers to  UNISTAR  Entertainment,  Inc.,  a Colorado
Corporation or its  predecessor or successor  entities,  which is the Management
Contractor under this Agreement.

         4.21     "Reservation," means Indian lands.

         4.22 "Reservation  Operation Center," means the NIL command and control
center located on the Coeur d'Alene Reservation.

         4.23 "TERO,"  means the Tribal  Employment  Rights  Office of the Coeur
d'Alene Tribe. Its purpose is to regulate tribal  employment under the authority
of the TERO Code,  Tribal  Employment  Rights  adopted and enforced by the Coeur
d'Alene Tribe Resolution #172(0'3) Amended 7-21-93.

         4.24 "Tribal  Council,"  means the elected  Tribal Council of the Coeur
d'Alene Tribe.

         4.25  "Tribal  Gaming  Code," is used to  reference  the Coeur  d'Alene
Tribal  Charitable  Gaming Code adopted and approved by the Coeur d'Alene Tribal
Council  by  Resolution  #2  (89),  its  purpose  and  intent  is to  provide  a
comprehensive  scheme of  regulations  of Tribal or Indian  owned  gaming on the
Coeur d'Alene Indian Reservation.

         4.26 "Tribal Lottery  Coordinator"  ("TLC"),  means a CDA Tribal Member
selected by the Director of Gaming to carry out assigned duties regarding day to
day  operations  of the NIL.  TLC shall act as  liaison  for the Tribe  with the
UNISTAR Account Executives of NIL Operations and Executives of UNISTAR.

         4.27 Subsequent capitalized terms not defined heretofore are defined in
the specific sections in which they are referenced.

ARTICLE 5.  Authority

         5.1 Each  party  warrants  to the other that it has full  authority  to
execute this Contract.

         5.2 UNISTAR and its employees shall at all times conduct NIL operations
in accordance with IGRA and other applicable  federal  statutes,  all applicable
federal regulations, the Tribal Gaming Code, the Compact and this Contract.

                  5.2.1  Mr.  James  W.  Spencer   shall  be  the  first  person
         designated  by  UNISTAR  to be the  UNISTAR  Account  Executive  of NIL
         Operations.  Should Mr.  Spencer  resign or be removed for cause agreed
         upon by CDA and UNISTAR,  subsequent  UNISTAR Account Executives of NIL
         Operations  shall  be  selected  at large  from a  national  search  of
         personnel with related experience,  integrity, and national reputation.
         The final selection of any successor(s) shall be agreed upon by UNISTAR
         and CDA. For  purposes of this  Article,  the term  "removed for cause"
         shall mean:


                           a) Mr.  Spencer's  inability  to  perform  his duties
                  hereunder  on a  full-time  basis for a period of one  hundred
                  twenty (120)  consecutive  days as a result of his  incapacity
                  due   to   a   physical,    mental,   or   emotional   illness
                  ("Disability"),  the determination of such Disability to be in
                  UNISTAR's  reasonable  discretion  and based upon  independent
                  medical  and  other  professional  advice  appropriate  to the
                  circumstances; or

                           b)       The death of Mr. Spencer; or

                           C)   The conviction of Mr. Spencer for commission of
                  a felony; or

                           d)   Action   by  Mr.   Spencer   involving   willful
                  malfeasance,  or gross  negligence  or  failure  to act by Mr.
                  Spencer involving material nonfeasance,  which, at the time of
                  such  willful  malfeasance  or gross  negligence  or  material
                  nonfeasance,  has a materially  adverse effect  (monetarily or
                  otherwise) on NIL; or

                           e) Conduct  involving  demonstrated  moral turpitude,
                  including habitual use of alcohol or drugs;

                           f) Failure to comply  with any written  directive  of
                  the Director of Gaming of the Coeur d'Alene Tribe, any conduct
                  in violation of or contrary to approved statutes, policies, or
                  procedures,  of the Coeur d'Alene  Tribe,  the Gaming Board or
                  any  representation,  conduct or actions  deemed by the Gaming
                  Board to be offensive or harmful to the Coeur  d'Alene  Tribe,
                  provided  written  notice that such (i) failure to comply,  or
                  (ii)  conduct or actions has been given to Mr.  Spencer and he
                  has  failed to cure  within  ten (10) days of  receipt of such

         5.3      For the term of this  Contract,  the parties shall use best
efforts to accomplish  the objectives

         5.4 The  Director  of Gaming  shall have  direct  management  oversight
authority  over the  Contract  Manager  and  UNISTAR  Account  Executive  of NIL
Operations.  The Director of Gaming shall  authorize all official  reports,  and
shall review  fiscal  transactions  on behalf of the CDA. The Director of Gaming
shall approve or disapprove all contracts or  subcontracts  entered into for the
purposes of operating the National Indian Lottery.  The Director of Gaming shall
approve or disapprove all budgets as they relate to the startup and/or operation
of the National Indian  Lottery.  Approval by the Director of Gaming of a budget
is required  prior to any funds  released  from any NIL account for that period.
CDA and the Contract Manager will agree to a financial  institution in which NIL
will  maintain  its  bank  accounts.   Two  signatures   will  be  required  for
disbursements  in excess of  $10,000.00,  one signature of each duly  authorized
representative of the CDA and UNISTAR.  Amounts less than $10,000.00 can be paid
with one signature of the Contract  Manager so long as said  disbursement  is in
accordance with a previously approved budget as set forth herein.


ARTICLE 6.  Responsibilities

         CDA  hereby  retains  and  engages  UNISTAR to  finance,  assist in the
development, and provide management of the NIL.

         6.1.     Maintenance And Improvement of Facilities

                  6.1.1  The  Lottery   Games  shall  be   conducted   from  the
         Reservation  Operation Center.  The Reservation  Operation Center shall
         provide  adequate,  operational and office space for UNISTAR to conduct
         business.   Development  and  construction  costs  of  the  Reservation
         Operation  Center shall be funded by UNISTAR.  UNISTAR shall employ all
         reasonable measures for managing the Reservation  Operation Center in a
         professional,  safe, orderly, and attractive manner. The maintenance of
         the Reservation Operation Center will be at the expense of the NIL.

                  6.1.2 Day to day maintenance  will be conducted by a qualified
         maintenance staff supervised under the authority of UNISTAR.

                  6.1.3  UNISTAR  intends to use state of the art  facilities in
         the daily operation of the NIL. Capital  improvements shall be itemized
         in the annual budget as agreed between UNISTAR and CDA.

                  6.1.4 CDA shall provide a mutually  acceptable  location where
         all lottery  drawings shall take place before a public  audience.  Said
         location  shall provide for public  viewing of the lottery  drawing and
         necessary power for television operations as required.  This site shall
         also contain a secure location in which lottery  drawing  equipment may
         be stored.  The Contract  Manager shall be responsible for securing and
         safeguarding  that portion of the premises  related to NIL  operations.
         Maintenance  of  lottery  drawing  equipment  will be  provided  by the
         Contract Manager. Improvements,  including equipment upgrades, shall be
         provided as new technology requires provided however, that any upgrades
         or capital  improvements to the UNISTAR  communications  system network
         shall be done at UNISTAR's expense.

         6.2      Operational Capital

                  6.2.1 UNISTAR  agrees to invest not less than  $12,500,000  to
         launch  the  NIL.  Of  such  sum  invested  (per  Article   6.2.3)  the
         approximate amount of $8,500,000 shall constitute operating capital, as
         more fully set forth in the proforma  attached  hereto and a minimum of
         an additional  $4,000,000 shall constitute an advance by UNISTAR to the
         NIL to secure  the  initial  jackpot.  The entire  investment  shall be
         non-reimbursable  except for the $4,000,000 advanced to the NIL jackpot
         reserve account. The $4,000,000 will be returned to UNISTAR solely from
         NIL net revenue in five (5) equal annual installments  without interest
         during  the  term  of the  Contract.  These  installments  will be paid
         seventy  (70%)  percent by CDA and thirty  (30%) by UNISTAR  from their
         respective shares of net revenue. CDA shall have no obligation to repay
         the  $4,000,000  advanced  to the NIL jackpot  reserve  account (or any
         portion  thereof) if net revenue is  insufficient to return such amount
         to UNISTAR.  However,  the guaranteed payment of $25,000.00 to CDA will
         have priority over the return of the jackpot reserve.


                  6.2.2 Initial  start-up  costs and capital  purchases  will be
         specified in the development  budget.  The development  budget shall be
         approved by both CDA and UNISTAR  before it shall be effective  for any
         purpose. No modifications to the development budget shall occur without
         the written approval of both CDA and UNISTAR.  No expenditures  outside
         the budget may be made without the written  approval of the Director of

                  6.2.3  Within  14  Days of  written  request  from  the CDA to
         UNISTAR after the  occurrence  of. (a) written  approval by the NIGC of
         the Management Agreement, and (b) upon CDA's approval of the background
         investigations of the principles of UNISTAR,  UNISTAR shall provide CDA
         a guaranty in form and  substance  acceptable to the Director of Gaming
         that  $12,500,000  will be  funded  to the NIL in  accordance  with the
         development  budget as set forth in paragraph 6.2.2. Upon acceptance by
         the  Director  of Gaming  in  writing  of the  guaranty,  UNISTAR  will
         immediately  fund the NIL the first two (2) months  requirements  under
         said  budget.  Thereafter  each and every thirty (30) days UNISTAR will
         fund the next month's requirement under the development budget.

                  6.2.4 Funds which have not been expended as provided for under
         6.2.2 or 6.2.3 shall be transferred to the jackpot  reserve  account as
         an increase in such account and that such  transferred  funds shall not
         be subject to repayment as set out in 6.2.1.

         6.3. Operating Days and Hours

         Except as may  otherwise  be mutually  agreed in writing by the parties
hereto and absent any technical  difficulties on the part of UNISTAR,  the games
will be conducted at the Reservation  Operation  Center;  twenty-four (24) hours
per day,  seven (7) days per week,  three  hundred and sixty five (365) days per
year. In addition, lottery drawings shall be conducted at a time mutually agreed
upon by CDA and UNISTAR.

         6.4.     Hiring, Firing, Training, And Promoting

                  6.4.1  It is a  formalized  policy  of the CDA to  create  and
         provide  meaningful  employment  for its members.  In  accordance  with
         established  Tribal  policy,  the NIL through its  contracted  manager,
         UNISTAR,  will have exclusive  authority for any and all employment and
         personnel matters.  Every attempt will be made to give first preference
         to  qualified  members  of the Coeur  d'Alene  Tribe  for  recruitment,
         training,  employment and promotions  into  management and  supervisory
         positions.  A uniform  employee  wage  classification  system  shall be
         developed  in  accordance  with  the  accepted  industry  standard  for
         employee pay. Its subsequent  implementation will be subject to CDA and
         UNISTAR approval.


                  6.4.2 CDA shall  provide  names of  qualified  applicants  and
         coordinate  their employee  interviews with the NIL's Contract  Manager
         who shall review all Tribal  recommendations for employment  interviews
         with the NIL.  UNISTAR  shall make final  employment  decisions  on all
         employees under the NIL. All management and supervisory  employees,  as
         required,  shall be licensed by the CDA Gaming Board in accordance with
         the Compact and Tribal Gaming Code.

         6.5.     Books and Records

                  6.5.1 The Contract Manager shall prepare and maintain full and
         accurate  books  and  records  on all  accounts  at its  office  on the
         Reservation.  These books and records shall be prepared and  maintained
         in such a manner to allow for the  preparation by the Contract  Manager
         of financial  statements  in  accordance  with GAAP.  To the extent any
         provisions of this  Management  Agreement are  inconsistent  with GAAP,
         GAAP shall supersede those provisions.

                  6.5.2 CDA shall at all times have full and complete  access to
         all Contract Manager's books and records relating to NIL operations all
         of which shall be kept on the Reservation at all times and shall not be
         removed by the Contract Manager.

         6.6.     Financial Statements And Reports

         The Contract  Manager will be  responsible  for preparing all financial
statements  and  financial  reports  including,  but not limited  to,  quarterly
reviews, reconciliations, and disbursements of funds for all NIL operations. The
Contract  Manager  shall  provide  the  Director  of the  Gaming  all  financial
statements and reports  prepared and requested by the Director of Gaming,  which
shall include daily, weekly,  monthly and other reports as designated below: The
Contract Manager shall supply  financial  statements and reports to the Director
of Gaming  within the time period  listed  unless the  Director of Gaming;  upon
specific   request,   allows  an  extension  of  time  because  of   exceptional

                  6.6.1  The  Daily  Financial  Summary  shall be  provided  the
following work day.

                  6.6.2 The Weekly  Financial  Summary shall be provided  within
         one (1) week of the week in question and shall include:

                           .i       Credit Card Revenue Summary;

                           .ii      Prize Pool Revenue Distribution;

                           .iii     Operating Expenses;

                           .iv      Deferred Revenue;

                           .v       Order Transaction Log; and


                           .vi      Drawing History.

                  6.6.3 The Lottery Drawing Report shall be provided within five
         (5) work days of each drawing of the Lottery Games and shall  calculate
         and report the revenues of the Lottery Games for that drawing.

                  6.6.4 Monthly  Financial  statements,  summaries,  and reports
         shall be  provided  no later  than forty (40) days after the end of the
         month in question and shall include:

                           .i   Local bank statements - all operations accounts;

                           .ii  National bank statements - all operations

                           .iii National bank statements - all prize pool

                           .iv  800 vendor monthly statements;

                           .v   Credit card bank monthly statements - all

                           .vi  900 vendor monthly statements; and

                           .vii Detailed expense report with variance.

                  6.6.5   Quarterly   financial   statements  will  be  provided
         forty-five (45) days following the end of the quarter.

                  6.6.6 Annual financial statements and the External Audit shall
         be provided  one hundred  twenty  (120) days  following  the end of the

         6.7.     Auditor Selection and Payment

                  6.7.1 CDA and UNISTAR shall confer and mutually agree upon the
         selection  of  internal  auditors  to conduct  quarterly  audits of NIL
         financial transactions,  which audits will include a complete review of
         all  NIL  financial  records.   Any  reported   discrepancies  will  be
         reconciled  by  the  Contract  Manager  prior  to the  issuance  of the
         Internal  Audit  described in 6.6.5 above provided that the Director of
         Gaming  shall be  provided a report of all such  adjusting  entries and
         reconciliations.  The internal  auditors  will be  responsible  for the
         certification  of  the  capital  investment  accounts,   and  including
         construction/development  installment payments,  and calculation of the
         net revenue split  resulting in the Contract  Manager's  management fee
         payment.  The  cost of these  internal  auditing  services  shall be an
         operating expense of NIL.


                  6.7.2 An external  national CPA firm  selected by CDA shall be
         engaged  to conduct an  independent  annual  audit of the Games and the
         financial statements,  and to perform a Management  Information Systems
         (MIS) audit to provide an extra  check and balance for Game  integrity.
         Such firm shall  provide its findings to the CDA and UNISTAR.  The cost
         of these services shall be an operating expense of NIL.

                  6.7.3  CDA  and  UNISTAR  shall  also  mutually  agree  on the
         selection  of legal  counsel  to  represent  NIL  which  shall be a NIL
         operating  expense.  To the extent that such mutually agreed upon legal
         counsel is other than the CDA Tribe's general legal counsel,  all costs
         and  fees  incurred  by CDA for work  performed  by its  general  legal
         counsel  relating  to the NIL shall  also be a NIL  operating  expense.
         UNISTAR retains the right to employ separate legal counsel to represent
         its  individual  interests  at its own expense.  CDA and UNISTAR  shall
         mutually  agree upon local banks,  national banks and credit card banks
         to be utilized by the NIL.

         6.8.     Security

                  6.8.1 This section shall constitute the security plan pursuant
         to the requirements of Article 6.4.

                  6.8.2  UNISTAR  shall hire and  supervise  security  personnel
         pursuant to the requirements of Article 6.4.

                  6.8.3    Participation

                           i. No person who is less than  eighteen (18) years of
                  age may  purchase a lottery  ticket,  however,  this shall not
                  prohibit the  purchase of a lottery  ticket for the purpose of
                  making a gift to a minor.

                           ii. No officer  or  employee  of NIL or the  Contract
                  Manager or any relative living in the same household with such
                  officer or employee may purchase a lottery ticket.

                           iii.  No officer  or  employee  of any  vendor  under
                  contract with the NIL or Contract  Manager  relative living in
                  the same  household  with such officer or employee,  immediate
                  supervisor  or such officer or employee may purchase a lottery
                  ticket if the  officer or  employee  is involved in the direct
                  provision  of goods or services to NIL or Contract  Manager or
                  has  access  to  confidential   information  relating  to  NIL

                  6.8.4 The Computer  System  Network and system  security shall
         include,  but not be limited to Computer System Network reliability and
         system integrity.  The network design shall include an environment with
         redundancy, duplication capability and independence capability.

                  6.8.5    Backup


                  The Computer System Network shall contain a backup system. Any
         increased  frequency  of backups  shall be a function of the  increased
         number of records in the database and degree of acceptable risk. Backup
         tapes  shall  be  removed  from the  host/server  location  and  stored
         separately, off-site, in a secure, fireproof environment. Backups shall
         be rotated on a seven (7) day basis,  providing  coverage on one week's
         data at any given time.

                   6.8.6 Detail  Operation  Security  shall  include  but not be
         limited to:

                           .i       Access.  Access shall be limited to
                  authorized retailers working in the area.

                           .ii  Processing.  Hard  copy  order  flow,  from mail
                  opening  through order entry,  batching,  shipping and storage
                  shall be coordinated and controlled.

                  6.8.7 Telecommunications  Tampering, Hacks, and Intruders. The
         Computer System Network shall not be accessible by modem.  Intruders to
         the system at the  workstation  level shall be  prevented  by utilizing
         network   password/code   assignment(s),   group  assignment(s),   file
         restriction(s),  intruder lockout  routines,  transaction  tracking and
         oversight by the network supervisor.

                  6.8.8 Network, Database, and Software Security shall provide:

                           i  Logging  On/Passwords  -  limiting  access  to the
                  system to specifically designated personnel and work stations.

                           ii Rights  security -  controlling  information  that
                  various users can access in the system.

                           iii Attributes  security - controlling what users can
                  do with files in the system.

                           iv Network server security - controlling and limiting
                  personnel who can perform tasks at the file server level.

                           v  Software   security  -  controlling  and  limiting
                  personnel who can perform tasks in the Tele-Lottery System.

                           vi  Database  integrity/security  -  controlling  and
                  limiting  personnel  who can  perform  tasks  in the  database

                  6.8.9 Prize Payout and  Verification of Winners For all prizes
         of over $599.00 the winner validation  system will be instituted.  Such
         security  measures shall be developed and implemented prior to the flat


                  6.8.10   Ticket Security

                  Each ticket shall be created with a unique number subject to a
         coding digital during the imprint  process.  Tickets shall be issued in
         varying series, each indelibly identified during the printing process.

                  6.8.11   Site Security

                  Access to all server/host  computer and processing areas shall
         be   controlled   by  batching.   In   accordance   with  the  Compact,
         identification badges shall be issued by the Director of Gaming. Access
         to all  monitors,  consoles,  and work  stations  shall be  limited  by
         login/password,  function,  and workstation.  Security systems shall be
         installed  and at least one (1) security  guard shall be on site at the
         server/host  computer location at all times.  There shall be a guard on
         site at any NIL facility when it is unoccupied.  The drawing  equipment
         shall be secured  under lock and key when not in use.  The  Director of
         Gaming  and the  UNISTAR  Account  Executive  of NIL  Operations  shall
         control access to such equipment for weekly drawings. Each shall have a
         key to one (1) of the two (2)  locks  securing  the area in  which  the
         drawing equipment is stored. Both keys shall be required for access.

                  6.8.12   Background Checks

                  See Article 21.

                  6.8.13   Lottery Drawing Procedure

                  All  drawings  of the  Lottery  Games  shall  be  held  on the
         Reservation  in public view and recorded an video tape, a copy of which
         shall be retained by UNISTAR.  The televised  drawing  procedure  shall
         allow for at least  three (3)  practice  drawings  to be  conducted  to
         verify the drawing equipment prior to the scheduled drawing.  Depending
         on the  equipment  selected  for  drawings  for the  Lottery  Games,  a
         procedure  shall be  agreed  upon by CDA and the  Contract  Manager  to
         verify,  to the greatest extent  possible,  that each winning number is
         selected  randomly.  The Contract Manager shall designate  one(1)of its
         NIL employees to be present at every drawing for the Lottery Games.

         6.9.     Fire Protection

         The NIL shall comply with the applicable Tribal Code. Additionally, any
computer  operations site shall include a fireproof  closet or vault for storage
of media and backup tapes. CDA Tribe will provide initial fire  protection.  CDA
will enter into a backup fire  protection  agreement with the  appropriate  fire
district. Any fees incurred for fire protection services will be NIL operational

         6.10.    Advertising


                  6.10.1  Subject  to the  provisions  of  Article  5.4 and this
         Article, the responsibility for setting the advertising budget, placing
         of advertising  and making  advertising  and marketing  decisions rests
         with the Contract Manager.  However,  no ad shall be placed without its
         content  first being  approved by the Director of Gaming.  The Contract
         Manager shall,  subject to allocation of funds,  place advertising with
         those agencies  contracted  with the NIL for NIL advertising and public
         relation  advertisements.  The overall  advertising/promotional  theme,
         ad/promo  strategy,  ad/promo  mix and plan  shall  not be  implemented
         without the prior consent of the tribal Director of Gaming.

                  6.10.2 CDA and UNISTAR  shall agree upon the  selection of the
         TV  spokesperson(s)  for the NIL and the selection of  advertising  and
         public relations agencies.

                  6.10.3   All advertising  shall advise that  participants must
         be at least eighteen (18) years of

         6.11.    Bills And Expenses

                  6.11.1 The Contract  Manager shall prepare an operating budget
         and present it to the Coeur d'Alene  Tribe for approval  prior to start
         up and  annually  at least  thirty  (30) days prior to start of the new
         fiscal year. No  modifications  to the budget shall occur without Coeur
         d'Alene Tribe approval and no expenditures outside the budget may occur
         without the approval of the Director of Gaming. Any and all expenses of
         the NIL may be  reviewed  by the  Director  of Gaming  and denied as an
         operating  expense charge of NIL.  UNISTAR shall be responsible for all
         expenditures  from  the  NIL  operations  account  and the  Prize  Pool
         Account.  The  Coeur  d'Alene  Tribe  shall be solely  responsible  for
         expenditures from the guaranteed Tribal Payment Account.

                  6.11.2. Taxes As a tribal government enterprise, no tribal tax
         or other charge shall be imposed upon UNISTAR, upon NIL operations,  or
         upon any assets  used in  association  with the NIL.  CDA shall grant a
         waiver to UNISTAR for any new laws, ordinances,  or taxes to be enacted
         by CDA, or any agency or body of CDA,  during the term of this Contract
         or any extensions hereof, which would have an adverse effect on UNISTAR
         revenues,  expenses,  or the conditions under which UNISTAR manages NIL
         operations.  Adverse  effect  shall be  deemed to  include  any laws or
         ordinances  enacted by CDA which either prevents  UNISTAR from carrying
         out  the  terms  of  this   Contract  or  impose  taxes  on  activities
         contemplated  hereunder.  Any federal law or federal tax that imposes a
         tax on the  Contract  Manager's  share  of net  revenues,  shall be the
         responsibility of the Contract  Manager.  Nothing in this section shall
         be deemed to limit or restrict CDA's gaming regulatory authority.

         6.12.  Employment  Practices  The  NIL  will  adopt  Tribal  preference
provisions in all  employment  practices.  The NIL through its Contract  Manager
will develop Employment  Policies and Procedures Manuals including grievance and
hearing procedures, a uniform employee classification wage scale system. UNISTAR
shall develop  training  manuals to ensure that Tribal members are trained to be
the best extent possible for all management positions.  UNISTAR, as the Contract
Manager has exclusive management/supervisory authority over all NIL employees.


         6.13.    Insurance

                  6.13.1 The Contract  Manager shall secure and maintain  public
         liability,  bonding and full property loss and damage  insurance on all
         operations.  The exact  nature  and  extent of such  coverage  shall be
         agreed upon by the parties.  Both CDA and UNISTAR shall be named as the
         insured in all policies.  The costs of said  coverage  shall be part of
         the  cost of NIL  operations.  In the  event  any  portions  of the NIL
         facilities  are  destroyed,  the  insurance  proceeds  shall be used to
         reconstruct the facilities and commence operations.

                  6.11.2 CDA and UNISTAR shall mutually  indemnify and hold each
         other free and  harmless  from and  against all  liabilities  resulting
         directly or indirectly  from the  management  and operation of the NIL,
         provided that said  liabilities,  injury, or death does not result from
         the willful  misconduct,  negligent  act or omission of both parties or
         its members.

         6.14.    Internal Revenue (IRS) Code Compliance

                  6.14.1 It shall be the  responsibility  of  UNISTAR  to insure
         that NIL complies with all the provisions of the Internal  Revenue Code
         of  1986,  as  amended,  (including  but not  limited  to  (delta)1441,
         (delta)3402(q), (delta)6041, (delta)6051, and Chapter 35 of said Code).

                  6.14.2  IRS  requires  that  twenty-eight   percent  (28%)  of
         winnings of any single  prize/jackpot of five thousand dollars ($5,000)
         or more  must be  withheld.  UNISTAR  shall  require  customer  service
         personnel  to  acquire  the  social  security  number  of such  winning
         players.  The computer system shall include a database of these winners
         and their social  security  numbers.  This data shall be batched in the
         medium  requested by the IRS. Funds  dedicated to this purpose shall be
         identified by system  software and amounts  required shall be deposited
         from the Prize Pool Account into the IRS Withholding Account after each
         lottery drawing.

         6.15.    Public Safety

         The  Contract  Manager of the NIL shall pay all costs of any  increased
public safety services necessary for NIL operations. Such public safety services
costs shall be treated as a NIL operating expense.

         6.16.  NEPA  Compliance  CDA shall  provide the National  Indian Gaming
Commission (NIGC) with all information necessary for the Commission to determine
compliance with the National Environmental Policy Act (NEPA).


         6.17.  Tribal  Lottery  Coordinator  (TLC) The TLC shall  carry out all
duties  assigned  by the  Director  of  Gaming,  including  any  internal  audit
functions  assigned.  The  Director of Gaming  shall set the TLC's  salary which
shall be paid as a NIL operating expense.

ARTICLE 7.  Accounting

         7.1      Accounting and Banking Procedures

                  7.1.1 Fiduciary Entity.  Accounting.  and Books of Account CDA
         and UNISTAR  shall agree upon the  selection of  fiduciary  entities to
         control  and   distribute   revenues  to  accounts   according  to  the
         predetermined percentages as provided in this Agreement. Said fiduciary
         entities  may be a national  bank,  financial  institution,  accounting
         firm, or combination of these entities.

                  7.1.2 Banking,  Account Allocation CDA and UNISTAR shall agree
         on all banks for the  deposit  and  maintenance  of  revenue  and shall
         establish  seven (7)  categories  of accounts.  Fifty  Percent (50%) of
         gross  revenue shall be deposited  into the Prize Pool Account,  unless
         CDA and  UNISTAR  agree to change  the  allocation  to the  Prize  Pool
         Account. Separate allocation accounts shall be established,  including,
         but not limited to, those noted below:

                           .i       Prize Pool Account
                           .ii      Guaranteed Tribal Payment Account
                           .iii     CDA Tribal Reserve Account
                           .iv      UNISTAR investor/Management Fee Account
                           .v       Operations Account (based on an annual
                                    approved budget)
                           .vi      Unclaimed Prize Account
                           .vii     IRS Withholding Account
                           .Viii    Charge Back Revenue Account

                  7.1.3  Prize  Pool  Accounts  Fifty  percent  (50%)  of  gross
         revenues shall be deposited to the Prize Pool Account. Expenses for the
         Prize Pool Account shall, as required,  include, but not be limited to:
         prize  payout to winners,  IRS  withholding  account,  and  payments of
         rollover funds returned to the jackpot  according to game procedures as
         mutually agreed upon by CDA and UNISTAR.

                  7.1.4    IRS Withholding Account

                  An IRS  Withholding  Account shall be established in which the
         amounts withheld are from the amounts won, and deposits from prize pool
         revenues shall be deposited according to prize payout, as determined by
         the weekly Prize Pool Revenue  Distribution Report. The funds deposited
         in the IRS  Withholding  Account  shall be paid to the IRS as required,
         and winners in whose name the amounts were withheld shall be identified
         by NIL to the IRS in  accordance  with the database of social  security
         numbers maintained as provided in Article 6.14.2.


                  7.1.5    Charge Back Revenue Account

                  A Charge Back Revenue  Account shall be  established  in which
         2.5% of each  transaction  amount  shall be  deposited  for purposes of
         reimbursement of customer credit card claims. Reimbursement shall occur
         within one hundred  twenty (120) days of the  customer  invoice date if
         the claim is confirmed.  All claims shall be reconciled in the External
         Audit and monies  remaining in the Charge Back Revenue Account shall be
         disbursed in accordance with Article 13.

                  7.1.6  The  Chairman  of  the  Tribal  Council  of  CDA or his
         designee and the UNISTAR Account  Executive of NIL Operation shall each
         sign each  winner's  check and such  signatures  shall be supplied  for
         imprinting on these checks. Such checks shall be debited weekly against
         the Prize Pool Account.

                  7.1.7  Subject to  agreement  by UNISTAR and CDA on the annual
         approved  budget  UNISTAR  shall issue all checks  from the  Operations
         Account.   Access  to  all  accounts  shall  be  limited  by  customary
         protective  procedures,  including the  requirement of dual  signatures
         subject  to the  approvals  described  in  this  Management  Agreement.
         Accounting shall be on an accrual basis in accordance with GAAP.

         7.2.     Accounting Controls

                  7.2.1 All money  instrument  proceeds from NIL operation shall
         be transferred  (swept) by electronic fund transfer to fiduciary entity
         accounts  immediately  upon daily  termination  of  business.  Adequate
         security  shall be provided  in  transmitting  funds to such  fiduciary
         entity.  UNISTAR shall provide CDA with Daily Financial Summary revenue
         activity  reports as described in Article  6.6.1,  which shall list all
         revenue flow  activity by time,  batch,  job number,  dollar amount and
         source.  An  internal  financial  procedures  control  manual  will  be
         established  by UNISTAR and the internal CPA firm and will identify all
         the checks and balances to safeguard against waste, theft and fraud.

                  7.2.2 Under no  circumstances  shall the Contract  Manager pay
         expenses which are not within the approved budget or not connected with
         NIL  operations  and the Lottery Games as specified in this  Management
         Agreement unless it has received prior written approval of the Director
         of Gaming,  which shall not be  unreasonably  withheld or delayed.  The
         Director of Gaming shall have  authority to review any and all expenses
         and deny such charge to NIL if deemed appropriate.

                  7.2.3 No other  expenses  other than those  specified  in this
         Agreement can be claimed by UNISTAR.  Should extenuating  circumstances
         cause additional expenses, no payment can be made without prior written
         authorization  of the CDA and UNISTAR and the  approval of the Chairman
         of the NIGC.


                  7.2.4  The CDA  Tribe  will  be  responsible  for the  expense
         incurred by the Gaming Board. The internal  governmental  operations of
         the  Tribe,  and any and all  expenses  incurred  by the  Tribe for the
         regulation  and  promulgation  of gaming  will be  provided  for by the
         guaranteed payments to the Tribe by the Contract Manager.

         7.3.     Financial Statements

         The Internal  auditors and external CPA firms shall  prepare  quarterly
and annual  financial  statements in support of the annual audit report due each
year.  These  results  shall be made  available to CDA and UNISTAR in accordance
with Article 6.6. The accounting firm shall report any discrepancies and provide
a report  of any  differences  in the  account  allocations,  providing  for the
appropriate  reconciliation of differences.  After accounts have been reconciled
the CPA firm will certify the correct balances.  The certified report will serve
as  the  basis  for  the  net  revenue  calculation  and  subsequent   quarterly

         7.4.     Audits

         As provided in Article 6.7 an annual  audit of all  accounting  records
shall be conducted by a national accounting firm.

         7.5.     No Class II Annual Gaming Fee

         The gaming  conducted  under this  Agreement  is Class III gaming,  not
Class 11. Consequently,  the Class 11 annual fee pursuant to 25 CFR 514.1 is not

         7.6.     Permit The Calculation Of The Manager Fee

                  7.6.1 As  Contract  Manager,  UNISTAR  shall  receive a fee of
         thirty  percent (30%@ of the net revenue of the NIL for the 5 year term
         of this Contract.  As owner CDA shall receive  seventy percent (70%) of
         the net revenue of the NIL for the term of this Contract.  Such amounts
         shall be paid quarterly or as otherwise  agreed upon by the UNISTAR and

         7.7.     Allocation  of Operating  Expenses:  The  operating  expenses
of the NIL shall include but not be
limited to the following:

                           Overhead Expenses:
                           *        Salaries/Commissions/Benefits
                           *        Insurance
                           *        Utilities
                           *        Advertising/Promotions
                           *        Legal/Accounting/Building Maintenance
                           *        Supplies
                           *        Interest Expense

                           *        Service Contract Expense
                           *        Office Equipment Rental Expense
                           *        Depreciation and Amortization
                           *        Retailer Commission
                           *        Contingency
                           *        Other GAAP defined expenses

         7.8  Maintenance of Accounting  Systems and Procedures  Consistent with
the  foregoing,  UNISTAR  shall  establish and maintain  accounting  systems and
procedures in accordance  with 25 C.F.R.  531.1(c) which (a) include an adequate
system of internal accounting  controls,  (b) are ready to audit, (c) permit the
calculation  and payment of the Contract  Manager's Fee, and (d) provide for the
allocation of shared activity expenses all in accordance with GAAP.

ARTICLE 8.  Reporting and Confidentiality

         8.1      Reporting

         UNISTAR shall provide CDA such reports in accordance  with Article 6.6.
This  requirement  is satisfied by the reporting  procedures  set out in Article

         8.2      Confidentiality

         All financial information, reports, proprietary concepts, ideas, plans,
methods,  data,  developments,  inventions or other information developed during
the  tenure  of this  contract  regarding  the NIL  operations  shall be  deemed
confidential and proprietary  information of the CDA and shall be protected from
third party or public  disclosure  without the express  written  approval of the
CDA.  In the event any  person,  entity,  or  government  requests  confidential
information described in this Article, by judicial process or otherwise, UNISTAR
shall  immediately  notify CDA and provide  copies of all such  requests to CDA,
provided,  however  that  no  such  information  will be  provided  without  CDA

ARTICLE 9.  Access

         UNISTAR and NIL shall provide CDA immediate  access upon request to the
gaming operation  including its books and records.  This shall include the right
to verify daily gross  revenues and income from the gaming  operation and access
to any other  gaming  related  information  the  Tribe  deems  appropriate.  The
Director of Gaming,  or his designees  shall examine and/or monitor the physical
receipts,  deposits of all gross receipts,  accounting, and any other element of
the NIL operation to assure  compliance  with the Gaming Code,  Compact and this

ARTICLE 10.  Guaranteed Payment

         10.1.1.  UNISTAR  shall  provide a  guaranteed  payment to CDA in a sum
certain of twenty-five  thousand dollars ($25,000.00) per month. This payment is


due on the first month of operations,  and monthly thereafter, by the 5th day of
the month and shall be  deducted  from CDA's  share of net revenue or future net
revenue  allocation.  The guaranteed  payment(s)  shall have preference over the
retirement of development and construction costs.

ARTICLE 11.  Development and Construction

         A Reservation  Operation Center suitable for conducting all elements of
the  Lottery  Games  shall  be  constructed  on  the  Reservation  by  NIL on an
accessible road network with utility hook-ups. This Reservation Operation Center
shall  be  constructed  in  compliance  with  industry  standards  for  computer
operations,   including   environmental   controls,   backup  electrical  power,
uninterruptible,  continuous power protection,  virus protection,  and security.
Total  construction  and development  costs shall not exceed seven hundred fifty
thousand  dollars  ($750,000.00)  unless the budget is modified  and approved in
accordance   with  5.4  and  6.2.2.   In  addition,   UNISTAR  shall  furnish  a
telecommunications system in support of the Lottery Games.

ARTICLE 12.  Term & Exclusivity

         12. 1.1 The term of this Contract  shall be for FIVE (5) YEARS from the
date gaming  activities  under this  Agreement  begin,  unless  extended  for an
additional two (2) years with the formal approval of the Chairman of the NIGC.

         12.1.2 At any time  during the fourth year of this  Contract,  CDA must
notify  UNISTAR in writing of its intent  whether or not to extend this contract
as allowed in 12.1.3 upon the expiration of this Contract.  Failure to so notify
in  writing  shall be deemed to be a  decision  by CDA to extend  the  Contract,
provided  that such  extension  shall only become  effective  if approved by the
Chairman of the NIGC upon a future request by the Tribe and UNISTAR.

         12.1.3   Extension of Contract

         CDA may extend the terms of this  contract with UNISTAR for a period of
two (2) years,  but at a management fee of not more than thirty percent (30%) of
net  revenue  in the  second  term.  The  parties  acknowledge  that the  actual
percentage  of the  management  fee for any  extended  term  is  subject  to the
approval of the Chairman of the NIGC at the time the request for  extended  term
is sought.

ARTICLE 13.  Compensation

         13.1.1   CDA shall  receive  seventy  percent (70%) of the Net Revenue
from NIL  operations  for the first
FIVE (5) YEARS of the Contract.

         13.1.2   UNISTAR shall receive  thirty  percent (30%) of the Net
Revenue from NIL operations for the first
FIVE (5) YEARS of the Contract.

ARTICLE 14.  Modification and Termination


         14. 1.   Modification

         The  parties  agree to modify  this  contract  as may be  required  for
approval by the Chairman of the National  Indian Gaming  Commission  (Chairman).
Once  approved by the  Chairman  this  contract  may be  modified  only with the
consent of CDA and UNISTAR and approval of the modifications by the Chairman.

                  14.2.1  Termination  CDA may terminate  this  Agreement in the
         event  that  UNISTAR   commits,   or  knowingly  allows  any  theft  or
         embezzlement.  Either party may  terminate  this  Contract if the other
         commits,  or  allows  to be  committed,  any  material  breach  of this
         Contract.  A material breach of this Contract shall include, but not be
         limited to,  failure of either parry to perform any duty or  obligation
         on its part for any twenty  (20)  consecutive  days  within the 365 day
         period.  Neither  party may  terminate  this  Contract  on  grounds  of
         material  breach  unless it has  provided  written  notice to the other
         party  and the  defaulting  party  fails  to  cure,  or take  steps  to
         substantially  cure,  the default within twenty (20) days of receipt of
         such notice.  The timely  discontinuance  or correction of the material
         breach shall constitute a cure thereof.

                  14.2.2  In the  event  of  termination  due to  the  fault  of
         UNISTAR,  CDA  shall be paid all sums owed to CDA as of the date of the
         termination,  and UNISTAR shall indemnify CDA for any damages resulting
         from the breach of  UNISTAR.  If CDA is at fault  UNISTAR and CDA shall
         retain all moneys paid to them and  UNISTAR  shall be  compensated  for
         equipment and start-up costs not related to UNISTAR's  Computer  System
         Network to the extent  that funds are  available  in NIL and such costs
         have not  previously  been paid.  Any funds  remaining  in NIL shall be
         divided in accordance with the net revenue  distribution  provisions of
         this Contract.

                  14.2.3 It is the  understanding  and the intent of the parties
         that the  establishment  and  operation  of the NIL  complies  with all
         applicable laws. In the event this Contract is determined by a court of
         competent  jurisdiction to no longer be lawful,  the obligations of the
         parties shall cease,  and this Contract shall be null and void. CDA and
         UNISTAR shall execute the  appropriate  releases,  holding CDA harmless
         and  indemnifying  CDA  for  any  and  all  claims,  notices,  demands,
         liability,   liens,   mechanic   liens,   stop  notices,   and  similar
         contingencies which may follow such termination.

                  14.2.4  Termination  of this  Contract  shall not  require the
         approval of the Chairman of the National Indian Gaming Commission.

ARTICLE 15.  Dispute Resolution

         15.1  Disputes  between   Management   Contractor  and  Customers  Good
relations with the customers is of utmost  importance to Management  Contractor.
All  disputes  between  customers  and  UNISTAR  will be resolved by the UNISTAR
Account  Executive  of  NIL  Operation  or his  designees  after  affording  the
aggrieved customer an opportunity to be heard and consultation with the Director
of Gaming.


         15.2     Disputes between Management Contractor and the Coeur d'Alene

                  15.2.1  In  the  event  of  a  dispute   with  regard  to  the
         interpretation  of this  Contract,  or with  respect to any  consent or
         approval  required  by either  party  wherein  it is  stated  that such
         approval  shall  not be  unreasonably  withheld,  the  matter  shall be
         referred to arbitration  conducted in accordance  with the Rules of the
         American  Arbitration  Association,  135 W. 51st Street, New York City,
         New York 10020. The Arbitration  shall take place on the Reservation in
         the State of Idaho.  The decision of the  arbitrator  shall be enforced
         the same as a decree of a court having competent jurisdiction.

                  15.2.2 If this  Contract  is referred  to  arbitration  by the
         parties,  arbitration  costs  shall be borne  equally  by the  parties;
         provided,  however,  the arbitrators shall have the authority to assess
         such  costs  disproportionately  or  assess  all  costs to one party if
         arbitration is required because of unreasonableness or bad faith on the
         part  of  such  party.  Should  any  party  refuse   arbitration,   any
         controversy or claim resulting in litigation including, but not limited
         to, an action to compel  arbitration and such  litigation  results in a
         judgment  against the party refusing to arbitrate,  such refusing party
         shall be liable  and  obligated  to pay all  costs of such  litigation,
         including reasonable attorney fees and costs of trial and appeal.

                  15.2.3 This  Contract  does not  constitute,  nor should it be
         construed as a waiver of sovereign immunity of the Coeur d'Alene Tribe,
         except  as  necessary  to  interpret   this  Contract  and  enforce  an
         arbitration  decision as provided in this Article.  Any claim for money
         damages  against  CDA shall be limited to and  payable  only from CDA's
         share of the net revenue from NIL operations and UNISTAR's  unrecovered
         capital investment.

         15.3 Disputes  Between  Management  Contractor and the Gaming Operation
Employees  Good  relations  with the  employees  is  essential  to an  efficient
operation of NIL. Disputes between UNISTAR and gaming operations  employees will
be resolved through a grievance procedure established in the Employment Policies
and  Procedures  Manual,   which  shall  afford  the  employees  notice  and  an
opportunity to be heard.

ARTICLE 16.  Assignment and Subcontracting

         16.1 This Contract may not be assigned  without the written  consent of
the other  party,  which  consent  shall not be  unreasonably  withheld,  and no
assignment of this Contract  shall be valid without the written  approval of the
Chairman  of the  NIGC.  All  proposed  assignments  shall  include  information
regarding shareholders, directors, officers, investors and management personnel,
as required by the Compact or the NIGC for the purpose of performing  background

         16.2 CDA and UNISTAR  agree that UNISTAR may engage  subcontractors  to
supply certain necessary services in connection with the efficient operation and
security  of  the  NIL,  and  each   agreement  to  be  entered  into  with  any


subcontractor  shall  provide,  among other items,  that the  agreement  will be
subject to the operative provisions of IGRA and the rules of the NIGC, and shall
be approved by the Director of Gaming.  Neither UNISTAR nor any of its officers,
directors or  shareholders  shall have any financial  interest in or receive any
compensation from any subcontractor engaged by UNISTAR.

ARTICLE 17.  Ownership Interests

         CDA is the sole owner of the NIL. Upon  termination  of this  Contract,
all equipment,  Reservation facilities,  mailing lists or other assets developed
or purchased  with NIL proceeds  shall become the sole property of CDA.  UNISTAR
shall retain ownership of its unique Tele-Lottery Enterprise concept and related
software programs. Any change or changes which separately or cumulatively result
in a change of five  percent  (5%) or more in the  ownership  of  UNISTAR  shall
require the advance  written  approval of the CDA,  which  approval shall not be
unreasonably  withheld.  At no time shall  UNISTAR  acquire any ownership in any
real  property or lottery  games owned by the CDA.  Coeur d'Alene shall have the
right,  subject to NIGC requirements and approvals to continue using the UNISTAR
Computer System Network after termination of the Management  Agreement  (whether
after five (5) years or seven (7) years for an indefinite period,  provided than
an annual royalty  payment be made to UNISTAR in a percentage of net revenue for
use of the system to be mutually  agreed upon by UNISTAR and CDA and approved by
the Chairman of NIGC of not more than five percent (5%). Should CDA elect not to
utilize the UNISTAR  Computer System Network at the expiration of the initial or
extended term of this contract,  or during the royalty payment period, CDA shall
give UNISTAR six (6) months  notice  thereof  wherein  UNISTAR  shall make every
effort to  accommodate  the design and  development of a new NIL system that may
operate parallel to the UNISTAR system during transition.

ARTICLE 18.  No Conveyances or Transfers

         This  Contract is not a lease and does not convey any  interest in land
or other real property.

ARTICLE 19.  Entire Contract

         This Contract,  constitutes  the entire  agreement.  There are no other
understandings  between  the  parties  other than those  contained  herein.  The
parties expressly reserve all rights not granted, recognized, or settled by this

ARTICLE 20.  Conflict of Interest

         20.1 No member of the Coeur  d'Alene  Tribal  Council or Coeur  d'Alene
Tribal  Charitable  Gaming  Board,  nor any  spouse or other  with whom they are
living  in a similar  way,  may be  employed  by  UNISTAR  nor may they hold any
financial interest in UNISTAR.

         20.2 No payment  or other  value has been or will be offered by UNISTAR
or any employee or agent of UNISTAR,  to any member of the Tribal  government of


CDA,  to any  relative  of any  Tribal  official,  or to any  Tribal  government
employee,  for the purpose of obtaining any special privilege,  gain, advantage,
or consideration for UNISTAR in this Contract.

         20.3 UNISTAR shall not directly or indirectly  interfere  with,  become
involved in, or attempt to influence,  the internal  affairs of CDA. Any attempt
by UNISTAR, its officers,  agents, or employees,  to influence any member of CDA
to circulate or vote on any initiative or recall  petition  shall  constitute an
interference  in Tribal  affairs  and shall be grounds for  termination  of this
Contract as provided in Article 14.

         20.4 UNISTAR  shall devote its best efforts to the  fulfillment  of its
duties in this  Contract.  UNISTAR agrees that during the term of this Contract,
neither  UNISTAR nor any person or entity  having any  substantial  ownership or
controlling interest in UNISTAR,  shall be engaged directly or indirectly in any
form,  fashion,  or  manner,  as  partner,   officer,   director,   stockholder,
shareholder, investor, advisor, or in any other form or capacity, in any lottery
similar to the one described  herein,  without the written  approval of CDA. CDA
agrees to allow  UNISTAR the  exclusive  right to manage the NIL during the term
and any authorized extension of this Contract.

ARTICLE 21.  Background Investigations

         Background investigations shall be conducted in accordance with Article
10 of the Compact and the Management Contract  Requirements and Procedures under
IGRA; 25 C.F.R.,  502.17, 502.18, 502.19 and 537. All individuals handling money
instruments shall be bonded prior to working for the NIL.

ARTICLE 22.  Approval

         22.1 The  signatures  below  constitute  approval  of the terms of this

         22.2 This  contract  shall be  considered  fully  executed  within  the
meaning of 25 CFR 533.2 only after the Coeur d'Alene Tribal Council has reviewed
and  given  its  final  approval  by  Resolution  to  the  required   background
investigations and to this Management Agreement.

         22.3 Prior to submission of this Contract to the National Indian Gaming
Commission (NIGC) for approval, UNISTAR shall submit to CDA, a detailed Business
Plan for  management  of the NIL. The Business  Plan shall  include,  but not be
limited to the following mandatory elements: goals, objectives, financial plans,
and related matters.

         22.4 UNISTAR certifies that it has provided CDA with a complete list of
all names, addresses,  telephone numbers, occupations,  social security numbers,
and background check information  required by 25 CFR 537.1 regarding all persons
and entities as set out in 25 CFR 502.17,  502.18 or 502.19  including,  but not
limited to:


                  .1       All of UNISTAR management level personnel, corporate
         officers and directors.

                  .2 All persons owning a beneficial  interest in UNISTAR and in
         any corporations holding such interests, whether direct or indirect.

                  .3       All persons who shall be directly or indirectly
         investors of NIL.

                  .4       Those persons who shall sign the Contract on behalf
         of UNISTAR.

                  .5       All employees who shall have day-to-day
         responsibilities for NIL.

                  22.5     UNISTAR  shall pay the cost of all  background
         investigations  and all fees required by 25 CFR 537.3.

                  22.6 UNISTAR warrants that every person whose name will appear
         on the list is of good moral character,  never convicted of any felony,
         nor any  misdemeanor  involving  moral  turpitude.  The  list  shall be
         updated by UNISTAR on a monthly basis.

                  22.7  This  Contract  shall be  submitted  to the NIGC for its
         review and  approval  immediately  upon final  approval  by CDA Council
         Resolution and signing. The parties agree to make any changes requested
         by the Commission.

ARTICLE 23.  Duplicate Originals

         This Contract is being executed in eight (8) duplicate  originals,  one
to be retained by NIGC, three (3) to be retained by UNISTAR,  and four (4) to be
retained by CDA. All are equally valid.

ARTICLE 24.  Notices

         Any notice  required  to be given  pursuant to this  Contract  shall be
delivered by certified mail, return receipt  requested,  delivery  prepaid,  and
addressed to:

                  CDA: Ernest L. Stensgar, Chairman
                  Coeur d'Alene Tribe Tribal Headquarters
                  Plummer, Idaho 83851

                  UNISTAR:  Jim Spencer
                  Unistar Entertainment, Inc.
                  6000 Greenwood Plaza Boulevard, Suite 202
                  Englewood, Colorado 80111

ARTICLE 25.  Effective Date


         This Contract shall not be effective unless and until it is approved by
the Chairman of the National Indian Gaming  Commission,  dates of the signatures
of the parties notwithstanding. Provided however, that the five (5) year term of
this  Contract  shall  not  begin to run until  the  gaming  authorized  by this
Contract has actually begun.


DATED:  1/16/95
BY:  Ernest L. Stensgar, Chairman
Coeur d'Alene Tribe
Tribal Headquarters
Plummer, Idaho 83851

Attested Hereto:  Marjorie E. Zarate Secretary