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Management Agreement - Pokagon Band of Potawatomi Indians and Great Lakes Gaming of Michigan LLC

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                           FIRST AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT
                                   BETWEEN THE
                       POKAGON BAND OF POTAWATOMI INDIANS
                                       AND
                      GREAT LAKES GAMING OF MICHIGAN, LLC,
                      (F/K/A GREAT LAKES OF MICHIGAN, LLC)

















                          DATED AS OF OCTOBER 16, 2000



<PAGE>   2



                                TABLE OF CONTENTS

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

2   DEFINITIONS................................................................2

3   ENGAGEMENT; BUSINESS BOARD; COMPLIANCE....................................16
         Engagement of Manager................................................16
         Term.................................................................16
         Status of Gaming Site................................................17
         Dominion and Operation of Business Board.............................17
         Manager Compliance with Law; Licenses................................17
         Compliance with Compact..............................................17
         Fire and Safety......................................................18
         Compliance with the National Environmental Policy Act................18
         Commencement Date....................................................18

4   BUSINESS AND AFFAIRS OF THE ENTERPRISE....................................18
         Manager's Authority and Responsibility...............................18
         Duties of Manager....................................................18
         Physical Duties......................................................18
         Compliance with Band Ordinances......................................19
         Required Filings.....................................................19
         Contracts in Band's Name Doing Business as the Enterprise and at
         Arm's Length.........................................................19
         Enterprise Operating Standards.......................................19
         Security.............................................................19
         Damage, Condemnation or Impossibility of the Enterprise..............20
         Alcoholic Beverages and Tobacco Sales................................20
         Employees............................................................20
         Manager's Responsibility.............................................20
         Enterprise Employee Policies.........................................20
         Senior Employees.....................................................20
         Enterprise Employees.................................................21
         Removal of Employees.................................................21
         No Manager Internal Expenses; Limitation on Manager Payments.........21
         GRA Expenses.........................................................21
         Employee Background Checks...........................................22
         Indian Preference: Recruiting and Training...........................22
         Pre-Opening..........................................................23
         Operating Budget and Annual Plan.....................................24
         Adjustments to Operating Budget and Annual Plan and Capital Budget...26



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         Capital Budgets......................................................26
         Capital Replacements.................................................27
         Capital Replacement Reserve..........................................28
         Periodic Contributions to Capital Replacement Reserve................28
         Use and Allocation of Capital Replacement Reserve....................28
         Indian Preference: Vendors and Contractors...........................29
         Internal Control Systems.............................................29
         Banking and Bank Accounts............................................30
         Enterprise Accounts..................................................30
         Daily Deposits to Depository Account.................................30
         Disbursement Accounts................................................31
         No Cash Disbursements................................................31
         Transfers Between Accounts...........................................31
         Insurance............................................................32
         Transfers from Creation Account to Disbursement Accounts.............31
         Accounting and Books of Account......................................32
         Statements...........................................................32
         Books of Account.....................................................32
         Accounting Standards.................................................33
         Annual Audit.........................................................33
         Manager's Contractual Authority......................................33
         Retail Shops and Concessions.........................................34
         Entertainment Approvals..............................................34
         Litigation...........................................................34


5        MANAGEMENT FEE, DISBURSEMENTS, AND OTHER
         PAYMENTS BY MANAGER..................................................35
         Management Fee.......................................................35
         Fee Subordinated.....................................................35
         Disbursements........................................................35
         Adjustment to Bank Account...........................................36
         Payment of Fees and Band Disbursement................................36
         Minimum Guaranteed Monthly Payment...................................37
         Payment of Net Revenues..............................................38
         Harrah's Termination Agreement.......................................39


6        ENTERPRISE NAME; MARKS...............................................39
         Enterprise Name......................................................39
         Marks................................................................39
         Signage..............................................................40


7        TAXES................................................................40







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         State and Local Taxes................................................40
         Band Taxes...........................................................40
         Compliance with Internal Revenue Code................................41


8        BUY-OUT OPTION.......................................................41


9        EXCLUSIVITY; NON-COMPETITION.........................................41
         Exclusivity in Michigan..............................................41
         Indiana Casino.......................................................41
         Non-Competition......................................................41
         Permitted Assignment; Change of Control..............................42
         Restrictions on Collateral Development...............................44

10       REPRESENTATIONS, WARRANTIES, AND COVENANTS...........................45
         Representations and Warranties of the Band...........................45
         Due Authorization....................................................45
         Valid and Binding....................................................45
         Pending Litigation...................................................45
         Band Covenants.......................................................45
         No Impairment of Contract............................................45
         Waiver of Sovereign Immunity.........................................45
         Valid and Binding....................................................45
         Legal Compliance.....................................................46
         No Termination.......................................................46
         Representations and Warranties of Manager............................46
         Due Authorization....................................................46
         Valid and Binding....................................................46
         Litigation...........................................................46
         Certifications.......................................................47
         Manager Covenants....................................................47
         Noninterference in Band Affairs......................................47
         Prohibition of Payments to Members of Band Government................47
         Prohibition of Hiring Members of Band Government.....................47
         Prohibition of Financial Interest in Enterprise......................48
         No Amendment.........................................................48
         CRC..................................................................48
         No Liens.............................................................49
         Permitted Liens......................................................49
         Authority to Execute and Perform Agreement...........................49
         Brokerage............................................................50






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11       DEFAULT..............................................................50
         Events of Default by the Band........................................50
         Events of Default by Manager.........................................50
         Material Breach; Right to Cure.......................................51


12       TERMINATION..........................................................51
         Voluntary Termination................................................51
         Termination if No NIGC Approval......................................52
         Manager Right to Terminate on Band Event of Default..................52
         Band Right to Terminate on Manager Event of Default..................52
         Band Right to Terminate for Material Adverse Change..................52
         Termination if Manager License Withdrawn or on Conviction............53
         Termination on Buy-Out...............................................54
         Involuntary Termination Due to Changes in Legal Requirements.........54
         Setoff; Recoupment...................................................55


13       DISPUTE RESOLUTION; LIQUIDATED DAMAGES...............................55
         Band's Waiver of Sovereign Immunity and Consent to Suit..............55
         Arbitration..........................................................56
         Choice of Law........................................................57
         Place of Hearing.....................................................57
         Confidentiality......................................................57
         Limitation of Actions................................................57
         Damages..............................................................57
         Consents and Approvals...............................................58
         Injunctive Relief and Specific Performance...........................58
         Action to Compel Arbitration.........................................58
         Damages on Termination for Failure to Obtain NIGC Approval...........58
         Liquidated Damages and Limitations on Remedies.......................58
         Liquidated Damages Payable by Manager................................59
         Liquidated Damages Payable by the Band...............................59
         Manager Continuing Obligations.......................................59
         Termination of Exclusivity...........................................59
         Remedies.............................................................59
         Band Injunctive Relief...............................................60
         No Setoff Against Payments to Band...................................60
         Indemnification on Termination.......................................60
         Fees not Damages.....................................................60
         Undistributed Net Revenues...........................................60






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14       CONSENTS AND APPROVALS...............................................61
         Band.................................................................61
         Manager..............................................................61


15       DISCLOSURES..........................................................61
         Shareholders and Directors...........................................61
         Warranties...........................................................61
         Disclosure Amendments................................................62
         Breach of Manager's Warranties and Agreements........................63


16       NO PRESENT LIEN, LEASE OR JOINT VENTURE..............................63


17       CONCLUSION OF THE MANAGEMENT TERM....................................63


18       MISCELLANEOUS........................................................64
         Situs of the Contracts...............................................64
         Notice...............................................................64
         Relationship.........................................................65
         Further Actions......................................................65
         Waivers..............................................................65
         Captions.............................................................66
         Severability.........................................................66
         Advances.............................................................66
         Third Party Beneficiary..............................................66
         Survival of Covenants................................................66
         Estoppel Certificate.................................................66
         Periods of Time; Time of Essence.....................................66
         Exhibits.............................................................67
         Successors and Assigns...............................................67
         Confidential and Proprietary Information.............................67
         Patron Dispute Resolution............................................67
         Modification.........................................................67
         Entire Agreement.....................................................67
         Government Savings Clause............................................68
         Preparation of Agreement.............................................68
         Consents.............................................................68
         Execution............................................................68




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                                LIST OF EXHIBITS

Exhibit A    Manager's Affiliates, Principal Shareholders, Officers and
             Directors

Exhibit A-1  Dominion Agreement

Exhibit B    Pending Band Litigation









<PAGE>   8



                 FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT

          THIS FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT has been entered
into as of October 16, 2000, by and between the POKAGON BAND OF POTAWATOMI (the
"Band"), and GREAT LAKES GAMING OF MICHIGAN, LLC, a Minnesota limited liability
company (f/k/a Great Lakes of Michigan, LLC) ("Manager") for the operation of a
gaming facility in the State of Michigan.

1.       RECITALS

1.1          The Band, pursuant to 25 U.S.C. ss.ss. 1300j et seq. (the
             "Restoration Act"), is a federally recognized Indian tribe
             recognized as eligible by the Secretary of the Interior for
             the special programs and services provided by the United
             States to Indians because of their status as Indians and is
             recognized as possessing powers of self-government.

1.2          As authorized by the Restoration Act, the Band intends to
             acquire the Gaming Site in the State of Michigan, to be held
             by the federal government in trust for the Band, on which the
             Band intends to construct and operate a permanent Class III
             gaming facility (the "Facility"); and the Band will possess
             sovereign governmental powers over the Gaming Site pursuant to
             the Band's recognized powers of self government, and the Band
             desires to use the Gaming Site to improve the economic
             conditions of its members.

1.3          Upon the transfer of the Gaming Site to the United States in trust
             for the Band, the Band will possess sovereign powers over the
             Gaming Site pursuant to the Band's recognized powers of
             self-government.

1.4          The Band desires to use the Gaming Site and the Facility to
             improve the economic conditions of its members, to enable it to
             serve the social, economic, educational and health needs of the
             Band, to increase the revenues of the Band and to enhance the
             Band's economic self sufficiency and self determination.

1.5          The Band wishes to establish an Enterprise, as hereinafter defined,
             to conduct Class II and Class III Gaming as hereinafter defined on
             the Gaming Site.  This Agreement sets forth the manner in which the
             Enterprise will be managed.





<PAGE>   9



1.6          Manager has agreed to certain terms and has represented to the Band
             that it has the managerial and financial capacity to provide and to
             secure financing for the funds necessary to develop and construct
             the Facility, as defined herein, and to commence the operation of
             the Enterprise on the Gaming Site.

1.7          The Band is seeking technical experience and expertise for the
             operation of the Enterprise and instruction for members of the
             Band in the operation of the Enterprise. Manager is willing,
             and has represented to the Band that it is able, to provide
             such experience, expertise and instruction.

1.8          The Band desires to grant Manager the exclusive right and
             obligation to develop, manage, operate and maintain the
             Enterprise as described in this Agreement and to train Band
             members and others in the operation and maintenance of the
             Enterprise during the term of this Agreement. Manager wishes
             to perform these functions for the Band.

1.9          The Band and Lakes Gaming, Inc. ("Lakes") entered into a Management
             Agreement dated as of July 8, 1999 (the "Management Agreement").

1.10         Lakes has assigned its rights and obligations under the Management
             Agreement to Great Lakes pursuant to an Assignment and Assumption
             Agreement of near or even date, subject to certain terms and
             conditions.

1.11         This Agreement is entered into pursuant to the Indian Gaming
             Regulatory Act of 1988, PL 100-497, 25 U.S.C.ss.2701 et seq. (the
             "IGRA") as that statute may be amended. All gaming conducted at the
             Facility will at all times comply with the IGRA, applicable Band
             law and the Compact.

1.12         This First Amended and Restated Management Agreement
             incorporates certain amendments to the Management Agreement
             agreed to by the parties pursuant to a First Amendment to
             Management Agreement dated as of October 16, 2000.


2        DEFINITIONS

         As they are used in this Agreement, the terms listed below shall have
the meaning assigned to them in this Section:








<PAGE>   10


          "AGREEMENT" shall mean this Management Agreement.
          "AGREEMENTS" shall mean this Agreement and the Development Agreement.

          "AFFILIATE" means as to Manager or the Band, any corporation,
partnership, limited liability company, joint venture, trust department or
agency or individual controlled by, under common control with, or which directly
or indirectly controls, Manager or the Band.

          "BAND EVENT OF DEFAULT" has the meaning described in ss. 11.1.

          "BAND GAMING ORDINANCE" shall mean the ordinance and any amendments
thereto to be enacted by the Band, which authorizes and regulates Class II and
Class III Gaming on Indian lands subject to the governmental power of the Band.

          "BAND INTEREST RATE" shall mean the lesser of (i) Wall Street Journal
prime rate as of the Bank Closing plus 1%, or (ii) 10%.

          "BAND REPRESENTATIVES" shall mean the persons designated by the
Pokagon Council to sit on the Business Board.

          "BANK CLOSING" means the closing on the Bank Loan.

          "BANK LENDER" shall mean the financial institution agreed upon by the
parties to provide certain funding necessary to design, construct, and equip the
Facility, and provide start-up capital for the Enterprise.

          "BANK LOAN" shall have the meaning defined in the Development
Agreement.

          "BIA" shall mean the Bureau of Indian Affairs of the Department of the
Interior of the United States of America.

          "BUSINESS BOARD" shall mean the decision making body created pursuant
to ss. 3.4 of this Agreement.

          "BUY-OUT OPTION" shall mean the Band's option to buy out this
Agreement under ss. 8.

          "CAPITAL BUDGET" shall mean the capital budget described in ss. 4.12.

          "CAPITAL REPLACEMENT(S)" shall mean any alteration or rebuilding or
renovation of the Facility, and any replacement of Furnishings and Equipment,
the









<PAGE>   11



cost of which is capitalized and depreciated rather than being expensed
under GAAP.
          "CAPITAL REPLACEMENT RESERVE" shall mean the reserve described in ss.
4.14, into which periodic contributions are paid pursuant to ss. 4.15.


          "CHANGE OF CONTROL" shall have the meaning set out in ss. 9.4.3.

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

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

          "COLLATERAL AGREEMENTS" shall mean any agreements defined as
collateral agreements under 25 USC ss. 2711(a)(3) and regulations issued thereto
at 25 C.F.R. ss. 502.5.

          "COMMENCEMENT DATE" shall mean the first date that Gaming is conducted
pursuant to the terms of the Management Agreement in a Facility, including
Gaming conducted on completion of the Initial Phase of the Facility.

          "COMPACT" shall mean the Compact between the Band and the State dated
December 3, 1998 and approved in 64 Fed.Reg. No. 32, Thursday, February 18,
1999, at 8111, as the same may, from time to time, be amended; or such other
compact or consent decree that may be substituted therefor.

          "COMPENSATION" shall mean the direct salaries and wages paid to, or
accrued for the benefit of, any employee, including incentive compensation,
together with all fringe benefits payable to or accrued for the benefit of such
executive or other employee, including employer's contribution under F.I.C.A.,
unemployment compensation or other employment taxes, pension fund contributions,
workers' compensation, group life, accident and health insurance premiums and
costs, and profit sharing, severance, retirement, disability, relocation,
housing and other similar benefits.

          "CONFIDENTIAL INFORMATION" shall mean the information described in ss.
18.15.

          "CONSTITUTION" shall mean the document or documents which govern the
actions of the Band and, upon enactment, the Constitution of the Pokagon Band of
Potawatomi Indians as ultimately approved by the Band and approved by the
Secretary of the Interior.

          "CORPORATE COMMISSION" shall mean a body corporate and politic
established, at the Band's discretion, by the Pokagon Council to own the
Enterprise and such other businesses and assets as the Band may deem
appropriate.







<PAGE>   12






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

          "DEVELOPMENT AGREEMENT" shall mean the agreement of even date between
Manager and the Band, as amended by First Amendment dated October 16, 2000.

          "DEPOSITORY ACCOUNT" shall mean the bank account described in ss.
4.19.2.

          "DISBURSEMENT ACCOUNTS" shall mean the bank account or accounts
described in ss. 4.19.3.

          "DOMINION ACCOUNT" means the collateral account in favor of Lakes
established under ss.4.19.6.

          "DOMINION AGREEMENT" means the collateral agreement granting and
perfecting Lakes a security interest in the Dominion Account, a true copy of
which is attached as Exhibit A-1.

          "EFFECTIVE DATE" shall have the meaning provided in ss. 18.22.

          "EMERGENCY CONDITION" shall have the meaning set forth in ss. 4.13.

          "ENTERPRISE" shall mean the enterprise of the Band created by the Band
to engage in Class II and Class III Gaming at the Facility, and which shall
include all gaming at the Facility and any other lawful commercial activity
allowed in the Facility, including but not limited to the sale of alcohol,
tobacco, gifts and souvenirs; provided, however, the Enterprise shall only
include any hotel operated by the Band, ancillary non-Gaming activity within the
Facility, or other commercial enterprise conducted by the Band which is not
generally related to Class II or Class III Gaming if such hotel, non-Gaming
activity or other commercial enterprise (a) is financed by, or through the
guaranty of, Manager, (b) is specifically included within the Initial Scope of
Work or is not a material expansion of the Initial Scope of Work, or (c) is
specified by the Business Board and the Pokagon Council as being included in the
Enterprise, in which case depreciation and other expenses relating to such
hotel, non-Gaming activity or other commercial enterprise shall be an Operating
Expense, all related revenues shall be included in Gross Revenues, and interest
on all related financing shall be paid by the Enterprise; and provided further
that the Enterprise shall not include a tribal gift/craft business which the
Band may elect to operate, rent free, on an area of about 2,400 square feet at
the Facility. The design and operation of such gift/craft shop shall be
consistent with the theme and quality of the Facility, and the location of such
gift/craft shop shall be approved by the Business Board.







<PAGE>   13





          "ENTERPRISE ACCOUNTS" shall mean those accounts described in ss.
4.19.1.

          "ENTERPRISE EMPLOYEE" shall mean all employees who work at the
Facility.

          "ENTERPRISE EMPLOYEE POLICIES" shall mean those employee policies
described in ss. 4.5.2.

          "ENTERPRISE INVESTMENT POLICY" shall have the meaning described in ss.
4.19.1.

          "EQUIPMENT LENDER" shall mean the entity making the Equipment Loan.

          "EQUIPMENT LOAN" shall have the meaning provided in the Development
Agreement.

          "FACILITY" shall mean all buildings, structures, and improvements
located on the Gaming Site and all fixtures, Furnishings and Equipment attached
to, forming a part of, or necessary for the operation of the Enterprise.

          "FISCAL YEAR" shall mean the 12-month period commencing on the first
day of the month next following the Commencement Date, and each succeeding
12-month period, or such other period as the Pokagon Council and Manager may
agree. The Band and Manager agree to take such actions as are necessary to
implement this Fiscal Year promptly after the Commencement Date.

          "FURNISHINGS AND EQUIPMENT" shall mean all furniture, furnishings and
equipment required for the operation of the Enterprise in accordance with the
standards set forth in this Agreement, including, without limitation:

          (i)   cashier, money sorting and money counting equipment,
                surveillance and communication equipment, and security
                equipment;

          (ii)  slot machines, video games of chance, table games, keno
                equipment and other gaming equipment;

          (iii) office furnishings and equipment;

          (iv)  hotel equipment (to the extent a hotel is included in the
                Enterprise);







<PAGE>   14

          (v)  specialized equipment necessary for the operation of any portion
               of the Enterprise for accessory purposes, including equipment for
               kitchens, laundries, dry cleaning, cocktail lounges, restaurants,
               public rooms, commercial and parking spaces, and recreational
               facilities; and

          (vi) all other furnishings and equipment hereafter located and
               installed in or about the Facility which are used in the
               operation of the Enterprise in accordance with the standards set
               forth in this Agreement.

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

          "GAMING REGULATORY AUTHORITY" or "GRA" shall mean the Band body
created pursuant to the Band Gaming Ordinance to regulate the Class II and Class
III Gaming of the Band in accordance with the Compact, the IGRA and the Band
Gaming Ordinance.

          "GAMING SITE" shall mean any parcel of land in the State identified by
the Band, after consultation with Manager, as suitable for development of the
Facility and operation of the Enterprise which meets the requirements of United
States of America to be accepted in trust for the Band for Gaming purposes.

          "GENERAL MANAGER" shall mean the person employed by the Band to direct
the operation of the Enterprise.

          "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" shall mean the
principles defined by the Financial Accounting Standards Board.

          "GREAT LAKES" means Great Lakes Gaming of Michigan, LLC, a Minnesota
limited liability company (f/k/a Great Lakes of Michigan, LLC).

          "GROSS GAMING REVENUE (WIN)" shall mean the net win from gaming
activities which is the difference between gaming wins and losses before
deducting costs and expenses.

          "GROSS REVENUES" shall mean all revenues of any nature derived
directly or indirectly from the Enterprise including, without limitation, Gross
Gaming Revenue (Win), food and beverage sales and other rental or other receipts
from lessees, sublessees, licensees and concessionaires (but not the gross
receipts of such lessees, sublessees, licensees and concessionaires provided
that such lessees, sublessees,







<PAGE>   15

licensees and concessionaires are not Affiliates or Insiders of Manager), and
revenue recorded from Promotional Allowances, but excluding any Permitted Taxes.


          "HOUSE BANK" shall mean the amount of cash, chips, tokens and plaques
that Manager from time to time determines necessary to have at the Facility
daily to meet its cash needs.

          "IGRA" shall mean the Indian Gaming Regulatory Act of 1988, PL
100-497, 25 U.S.C.ss.2701 et seq. as it may from time to time be amended.
                          ------

          "INSIDER" has the meaning defined in 11 U.S.C. ss. 101(31), assuming
Manager were the debtor in that definition, and shall include persons or
entities that become Insiders after the date of this Agreement, whether as the
result of a merger, acquisition. restructuring or otherwise.

          "INTERNAL CONTROL SYSTEMS" shall mean the systems described in ss.
4.18.

          "LAKES" shall mean either Great Lakes or both Great Lakes and Lakes
Gaming, Inc., to the extent provided in the Assignment and Assumption Agreement
among Great Lakes, Lakes Gaming, Inc. and the Band of near or even date.

          "LAKES DEVELOPMENT LOAN" shall have the meaning defined in the
Development Agreement.

          "LEGAL REQUIREMENTS" shall mean any and all present and future
judicial, administrative, and tribal rulings or decisions, and any and all
present and future federal, state, local and tribal laws, ordinances, rules,
regulations, permits, licenses and certificates, in any way applicable to the
Band, Manager, the Gaming Site, the Facility and the Enterprise, including
without limitation, the IGRA, the Compact, and the Band Gaming Ordinance.

          "LIMITED RECOURSE" shall mean that all Loans and all liabilities of
the Band under or related to the Agreements, the Enterprise or the Gaming
Regulatory Authority, and any related awards, judgments or decrees, shall be
payable solely out of undistributed or future Net Revenues of the Enterprise and
shall be a limited recourse obligation of the Band, with no recourse to tribal
assets other than such Net Revenues (except (i), as to the Equipment Loan, a
security interest in the Furnishings and Equipment purchased with Equipment Loan
proceeds, (ii), if the Commencement Date does not occur, Subsequent Gaming
Facility Revenues to the extent provided in this Agreement, (iii) mortgages on
the Gaming Site and Non-Gaming Lands prior to their transfer into trust, and
(iv) after the Commencement Date occurs, funds on deposit in the Dominion
Account to the extent provided in ss.9.2.1(x) of the







<PAGE>   16



Development Agreement and the Dominion Agreement, or in any other dominion
agreement executed by the Band). In no event shall Lakes or any lender or other
claimant have recourse to (a) the physical property of the Facility (other than
Furnishings and Equipment subject to the security interest securing the
Equipment Loan), (b) Tribal Distributions, (c) assets of the Band purchased with
Tribal Distributions, (d) revenues or assets of any other gaming facility owned
or operated by the Band, or (e) any other asset of the Band (other than (i) as
to the Transition Loan and the Non-Gaming Acquisition Line of Credit, if the
Commencement Date does not occur, Subsequent Gaming Facility Revenues to the
extent provided in this Agreement, (ii) as to the Lakes Note and the Non-Gaming
Acquisition Line of Credit, mortgages on the Gaming Site and Non-Gaming Lands
prior to their transfer into trust, (iii) funds on deposit in the Dominion
Account to the extent provided in the Agreements, the Dominion Agreement and any
other dominion agreement executed by the Band, and (iv) such Net Revenues of the
Enterprise).

          "LOANS" shall mean the Lakes Development Loan, the Bank Loan and the
Equipment Loan.

          "LOCAL AGREEMENT" shall mean the agreement among the Band, the City of
New Buffalo and the Township of New Buffalo dated as of February 15, 2000.

          "MANAGER" shall mean Lakes Gaming, Inc.

          "MANAGER'S INTERNAL EXPENSES" shall mean Manager's corporate overhead,
including without limitation salaries or benefits of any of Manager's officers
and employees, whether or not they perform services for the Project or the
Enterprise, and any travel or other expenses of Manager's employees.

          "MANAGER'S REPRESENTATIVES" shall mean the persons designated by
Manager to sit on the Business Board.

          "MANAGEMENT AGREEMENT" shall mean this Agreement and may be referred
to herein as the "Agreement".

          "MANAGEMENT FEE" shall mean the management fee described in ss. 5.1.

          "MANAGER EVENT OF DEFAULT" has the meaning described in ss. 11.2.

          "MANAGING OFFICER" shall mean the person designated by Manager to
serve as a liaison between Manager and the Band and to serve on the Business
Board.

          "MARKS" means all trade names, trade marks and service marks used by
the






<PAGE>   17


Facility or the Enterprise.

          "MATERIAL BREACH" means a failure of either party to perform any
material duty or obligation on its part, if such party fails to (i) cure the
specified default within thirty (30) days following receipt of the notice
provided under ss. 11.3, or (ii) if the default is not capable of being cured
within 30 days, commences such cure within 30 days, proceeds diligently to
complete the cure, and completes the cure no later than 90 days after receipt of
such notice.

          "MEMBER OF THE BAND GOVERNMENT" shall mean any member of the Pokagon
Council, the GRA or any independent board or body created to oversee any aspect
of Gaming and any Pokagon court official.

          "MINIMUM BALANCE" shall mean the amount described in ss. 4.19.1.

          "MINIMUM GUARANTEED MONTHLY PAYMENT" shall mean the payment due the
Band each month commencing in the month after the Commencement Date occurs in
accordance with 25 U.S.C. ss. 2711(b)(3) and ss. 5.6 hereof.

          "MONTHLY DISTRIBUTION PAYMENT" shall have the meaning set forth in ss.
5.5.

          "NATIONAL INDIAN GAMING COMMISSION" OR "NIGC" means the commission
established pursuant to 25 U.S.C.ss.2704.

          "NET REVENUES" shall mean the sum of "NET REVENUES (GAMING)" and "NET
REVENUES (OTHER)".

          "NET REVENUES (GAMING)" shall mean the Gross Gaming Revenue (Win), of
the Enterprise from Class II or Class III gaming less all gaming related
Operating Expenses, excluding the Management Fee, and less the retail value of
any Promotional Allowances, and less the following revenues actually received by
the Enterprise and included in Gross Revenues:

             (i)    any gratuities or service charges added to a customer's
                    bill:

             (ii)   any credits or refunds made to customers, guests or patrons;

             (iii)  any sums and credits received by the Enterprise for lost or
                    damaged merchandise;

             (iv)   any sales taxes, excise taxes, gross receipt taxes,
                    admission taxes, entertainment taxes, tourist taxes or
                    charges received from








<PAGE>   18



                    patrons and passed on to a governmental or quasi
                    governmental entity, including without limitation any
                    Permitted Taxes;

             (v)    any proceeds from the sale or other disposition of
                    furnishings and equipment or other capital assets;

             (vi)   any fire and extended coverage insurance proceeds other than
                    for business interruption;

             (vii)  any condemnation awards other than for temporary
                    condemnation; and

             (viii) any proceeds of financing or refinancing.

          It is intended that this provision be consistent with 25
U.S.C.ss.2703(9).

          "NET REVENUES (OTHER)" shall mean all Gross Revenues of the Enterprise
from all other sources in support of Class II or Class III gaming not included
in "Net Revenues (gaming)," such as food and beverage, entertainment, and
retail, less all Operating Expenses, excluding the Management Fee and less the
retail value of Promotional Allowances, if any, and less the following revenues
actually received by the Enterprise and included in Gross Revenues:

             (i)    any gratuities or service charges added to a customer's
                    bill;

             (ii)   any credits or refunds made to customer, guests or patrons;

             (iii)  any sums and credits received by the Enterprise for lost or
                    damaged merchandise;

             (iv)   any sales taxes, excise taxes, gross receipt taxes,
                    admission taxes, entertainment taxes, tourist taxes or
                    charges received from patrons and passed on to a
                    governmental or quasi governmental entity, including without
                    limitation any Permitted Taxes;

             (v)    any proceeds from the sale or other disposition of
                    furnishing and equipment or other capital assets;

             (vi)   any fire and extended coverage insurance proceeds other than
                    for business interruption;

             (vii)  any condemnation awards other than for temporary








<PAGE>   19


                    condemnation; and

             (viii) any proceeds of financing or refinancing;

but excluding revenues from hotel, non-Gaming activity or other commercial
enterprises not included in the Enterprise.

         It is intended that this provision be consistent with 25
U.S.C.ss.2703(9).

         "NEW POKAGON COUNCIL" means the Pokagon Council elected at a Band
election scheduled for on or about July 10, 1999, which shall take office in
August, 1999.

         "NIGC APPROVAL" means (a) a determination by NIGC that Lakes is
suitable for licensing and (b) approval by NIGC of the Agreements.

         "NIGC DISAPPROVAL" means a determination by NIGC that Lakes is
unsuitable for licensing, if within 120 days after notification of the NIGC
decision Lakes has not cured the reason for such unsuitability and obtained a
statement of suitability from NIGC.

         "OPERATING BUDGET AND ANNUAL PLAN" shall mean the operating budget and
plan described in ss. 4.11.

         "OPERATING EXPENSES" shall mean all expenses of the operation of the
Enterprise, pursuant to GAAP, including but not limited to the following:

             (i)    the Compensation of Enterprise Employees;

             (ii)   Operating Supplies for the Enterprise;

             (iii)  utilities;

             (iv)   repairs and maintenance of the Facility (excluding Capital
                    Replacements)

             (v)    interest on the Loans and all other loans or capital leases
                    pertaining to the Facility and the Enterprise, but shall
                    exclude interest on the Non-Gaming Land Acquisition Line of
                    Credit and the Transition Loan;

             (vi)   interest on installment contract purchases or other interest
                    charges







<PAGE>   20




                    on debt approved by the Business Board;

             (vii)  insurance and bonding;

             (viii) advertising and marketing, including busing and
                    transportation of patrons to the Facility;

             (ix)   accounting, audit, legal and other professional fees;

             (x)    security costs;

             (xi)   operating lease payments for Furnishings and Equipment to
                    the extent approved by the Business Board, and capital lease
                    payments to the extent approved by the Business Board and
                    properly expensed under GAAP;

             (xiii) trash removal;

             (xiv)  cost of goods sold;

             (xv)   other expenses designated as Operating Expenses in
                    accordance with the accounting standards as referred to
                    in ss.4.21.3;

             (xvi)  expenses specifically designated as Operating Expenses in
                    this Agreement;

             (xvii) depreciation and amortization of the Facility based on an
                    assumed 30 year life, and depreciation and amortization of
                    all other assets in accordance with GAAP;

             (xviii) recruiting and training expenses;

             (xix)  fees due to the NIGC under the IGRA;

             (xx)   any required payments to or on behalf of the State, any
                    local governments or the Pokagon Fund made by or on behalf
                    of the Enterprise or the Band pursuant to the Compact or any
                    related consent decree, or pursuant to the Local Agreement;

             (xxi)  any budgeted charitable contributions by the Enterprise for
                    the benefit of charities located or providing services in
                    the vicinity of the Gaming Site which are approved by the
                    Business Board;







<PAGE>   21



             (xxii) Pre-opening expenses shall be capitalized and treated as an
                    expense during the first year after opening; and

             (xxiii)charges, assessments, fines or fees imposed by governmental
                    entities of the Band which are reasonably related to the
                    cost of Tribal governmental regulation of public health,
                    safety or welfare, or the integrity of Tribal gaming
                    operations.

but Operating Expenses shall not include any portion of Manager's Internal
Expenses or Permitted Taxes (other than as described in clause xxiii above), or
any expenses related to hotel, non-Gaming activity or other commercial
enterprises not included in the Enterprise.

          "OPERATING SUPPLIES" shall mean food and beverages (alcoholic and
nonalcoholic) and other consumable items used in the operation of a casino, such
as playing cards, tokens, chips, plaques, dice, fuel, soap, cleaning materials,
matches, paper goods, stationary and all other similar items.

          "PERMITTED TAXES" shall mean taxes, fees, assessments or other charges
imposed by the Band that are permitted under ss. 7.2.

          "PLANS AND SPECIFICATIONS" shall mean the final Plans and
Specifications approved for the Facility as described in the Development
Agreement.

          "POKAGON COUNCIL" shall mean the duly elected, governing legislative
body of the Band described pursuant to Public Law 102-323 or, at the option of
the Band, a designee committee or council created pursuant to resolution or
ordinance of the Pokagon Council.

          "POKAGON FUND" shall mean the non-profit corporation established
pursuant to the Local Agreement.

          "PRE-OPENING BUDGET" shall have the meaning described in ss. 4.10.

          "PRE-OPENING EXPENSES" shall have the meaning described in ss. 4.10.

          "PROJECT" shall have the meaning described in ss. 4.1 of the
Development Agreement.

          "PROMOTIONAL ALLOWANCES" shall mean the retail value of complimentary
food, beverages, merchandise, and tokens for gaming, provided to patrons as
promotional







<PAGE>   22



items.

          "RATIFICATION" means passage on or before September 15, 1999 of a
resolution by the New Pokagon Council, at a duly called meeting with a quorum
present, ratifying and endorsing the execution of this Agreement by the Band.

          "RELATIVE" shall mean an individual residing in the same household who
is related as a spouse, father, mother, son or daughter.

          "RESTORATION ACT" shall mean 25 U.S.C.ss.ss.1300j et seq.

          "RESTRICTED TERRITORY" shall mean the States of Ohio, Illinois,
Indiana and Michigan.

          "SECOND TRANCHE -- LAKES NOTE" shall have the meaning set out in the
Development Agreement.

          "SECOND TRANCHE -- NON-GAMING LAND ACQUISITION" shall have the meaning
set out in the Development Agreement.

          "STATE" shall refer to the State of Michigan.

          "SUBSEQUENT GAMING FACILITY REVENUES" means gaming revenues from a
gaming facility (other than the Facility) owned or operated by the Band in
Michigan, but only to the following extent: (i) all Class III Gaming Net
Revenue, and (ii) Class II Gaming Net Revenue to the extent that such Class II
Net Revenue exceeds $1,000,000.

          "TERM" shall mean the term of this Agreement as described in ss. 3.2.

          "TRIBAL DISTRIBUTIONS" shall mean Monthly Distribution Payments,
Minimum Guaranteed Monthly Payments and any other payments received by the Band
from the Enterprise pursuant to or in connection this Agreement.

2.1       Terms defined in the Development Agreement not otherwise defined in
          this Agreement shall have the same meaning herein as therein.

3         ENGAGEMENT; BUSINESS BOARD; COMPLIANCE


          In consideration of the mutual covenants contained in this Agreement,
the parties agree and covenant as follows:








<PAGE>   23

3.1      Engagement of Manager. The Band hereby retains and engages manager as
         the exclusive manager of the Enterprise pursuant to the terms and
         conditions of this Agreement, and Manager hereby accepts such retention
         and engagement, subject to receipt of all necessary regulatory
         approvals.

3.2      Term. The term of this Agreement shall begin on the date this
         Agreement, the Development Agreement (if required) and the Lakes Note
         are approved by the Chairman of the NIGC, and/or the BIA, if required,
         and continue until, unless earlier terminated in accordance with its
         terms, seven years from commencement of Gaming at the Initial Phase of
         the Facility.


3.3      Status of Gaming Site. The Band represents and covenants that it will
         acquire a Gaming Site in accordance with the terms of the Development
         Agreement, and will maintain the Gaming Site throughout the Term as
         land held in Trust by the United States of America for the benefit of
         the Band, eligible as a location upon which Class II and Class III
         Gaming can occur. The Band covenants, during the term hereof, that
         Manager shall and may peaceably have complete access to and presence in
         the Facility in accordance with the terms of this Agreement, free from
         molestation, eviction and disturbance by the Band or by any person or
         entity; provided, however, that such right of access to and presence in
         the Facility shall cease upon the termination of this Agreement
         pursuant to its terms.

3.4      Creation and Operation of Business Board. The Band and the Manager
         agree to create a Business Board comprised of an equal number of
         persons representing and designated by the Band and the Manager. Unless
         otherwise agreed by the Band and the Manager, the Business Board shall
         have four (4) members. Any member of the Business Board may designate
         another person to exercise authority as a member by written notice
         signed by such Business Board member and given in accordance with ss.
         18.2 of this Agreement. The Business Board shall remain active during
         the entire term of this Agreement. Within thirty (30) days following
         the date of this Agreement, each party shall give the other notice of
         the individuals initially designated by each to serve on the Business
         Board. The Business Board shall have the obligations, rights and powers
         described in this Agreement. In order to be effective, any action of
         the Business Board must be the result of mutual agreement of a majority
         of the Business Board members or their designees. In the event mutual
         agreement cannot be reached, the appropriate action shall be determined
         in the manner provided in Article 13.

3.5      Manager Compliance with Law; Licenses. Manager covenants that it will
         at







<PAGE>   24



         all times comply with Legal Requirements, including the Band Gaming
         Ordinance, the IGRA, the Compact, State statutes, to the extent
         applicable, and any licenses issued under any of the foregoing. The
         Band shall not unreasonably withhold, delay, withdraw, qualify or
         condition such licenses as the Band is authorized to grant.

3.6      Compliance with Compact. The parties shall at times comply with the
         provisions of the Compact.

3.7      Fire and Safety. Manager shall ensure that the Facility shall be
         constructed and maintained in compliance with all fire and safety
         statutes, ordinances, and regulations which would be applicable if the
         Facility were located outside of the jurisdiction of the Band although
         those requirements would not otherwise apply within that jurisdiction.
         Nothing in this Section shall grant any jurisdiction to the State or
         any political subdivision thereof over the Gaming Site or the Facility.
         Manager and the Band shall be jointly responsible for arranging fire
         protection and police services for the Facility.

3.8      Compliance with the National Environmental Policy Act. With the
         assistance of Manager, the Band shall supply the NIGC with all
         information necessary for the NIGC to comply with any regulations of
         the NIGC issued pursuant to the National Environmental Policy Act
         (NEPA).

3.9      Commencement Date. Manager shall memorialize the Commencement Date in a
         writing signed by Manager and delivered to the Band and to the Chairman
         of the NIGC.

4        BUSINESS AND AFFAIRS OF THE ENTERPRISE

4.1      Manager's Authority and Responsibility. Manager shall conduct and
         direct all business and affairs in connection with the day-to-day
         operation, management and maintenance of the Enterprise and the
         Facility, including the establishment of operating days and hours. It
         is the parties' intention that the Enterprise be open 24 hours daily,
         seven days a week. Manager is hereby granted the necessary power and
         authority to act, through the General Manager, in order to fulfill all
         of its responsibilities under this Agreement. Nothing herein grants or
         is intended to grant Manager a titled interest to the Facility or to
         the Enterprise. Manager hereby accepts such retention and engagement.
         The Band shall have the sole proprietary interest in and ultimate
         responsibility for the conduct of all Gaming conducted by the
         Enterprise, subject to the rights and responsibilities of Manager under
         this Agreement.







<PAGE>   25



4.2      Duties of Manager. In managing, operating, maintaining and repairing
         the Enterprise and the Facility, under this Agreement, Manager's duties
         shall include, without limitation, the following:

4.2.1        Physical Duties. Manager shall use reasonable measures for the
             orderly physical administration, management, and operation of
             the Enterprise and the Facility, including without limitation
             cleaning, painting, decorating, plumbing, carpeting, grounds
             care and such other maintenance and repair work as is
             reasonably necessary.

4.2.2        Compliance with Band Ordinances.  Manager shall comply with
             all duly enacted statutes, regulations and ordinances of the
             Band, subject to the provisions of ss.10.2.1.

4.2.3        Required Filings. Manager shall comply with all applicable
             provisions of the Internal Revenue Code including, but not
             limited to, the prompt filing of any cash transaction reports
             and W-2G reports that may be required by the Internal Revenue
             Service of the United States or under the Compact.

4.2.4        Contracts in Band's Name Doing Business as the Enterprise and at
             Arm's Length.  Contracts for the operations of the Enterprise shall
             be entered into the name of the Band, doing business as the
             Enterprise, and signed by the General Manager. Any contract
             requiring an expenditure in any year in excess of $50,000, or such
             higher amount as may be set by the Business Board, shall be
             approved by the Business Board. No contracts, of any amount, for
             the supply of goods or services to the Enterprise shall be entered
             into with an Affiliate or Insider of the Manager unless that
             affiliation is disclosed to and approved by the Business Board, and
             the contract terms are no less favorable for the Enterprise than
             could be obtained from a nonaffiliated contractor. Nothing
             contained in this ss.4.2.4 shall be deemed to be or constitute a
             waiver of the Band's sovereign immunity.

4.2.5        Enterprise Operating Standards. Manager shall use its best efforts
             to operate the Enterprise in a proper, efficient and competitive
             manner in accordance with operating standards which are consistent
             with the highest operating standards of the casino, hospitality and
             resort industries.

4.2.6        Security. Manager shall provide for appropriate security for
             the operation of the Enterprise. All aspects of the Facility
             security shall be






<PAGE>   26

               the responsibility of Manager. Any security officer shall at the
               request of the Business Board be bonded and insured in an amount
               commensurate with his or her enforcement duties and obligations.
               The cost of any charge for security and increased public safety
               services will be an Operating Expense.

4.3         Damage, Condemnation or Impossibility of the Enterprise. Damage to
            or destruction or condemnation of the Facility or the Enterprise
            shall be governed by the provisions of ss.13.8 of the Development
            Agreement.

4.4         Alcoholic Beverages and Tobacco Sales. During the term of this
            Agreement alcoholic beverages may be served at the Facility if
            permissible in accordance with applicable law. The parties
            acknowledge that no enabling Band legislation for the sale of
            alcoholic beverages is now in force, and that such legislation would
            be necessary in order to serve alcoholic beverages at the Facility.
            If such legislation is subsequently enacted, and if other requisite
            approvals are obtained, the Band and Manager may mutually agree to
            include service of such beverages within the Enterprise. Tobacco may
            be sold at the Facility subject to and in accordance with the Band's
            licensing requirements, if any.



4.5         Employees.

4.5.1             Manager's Responsibility.  Manager shall have, subject to the
                  terms of this Agreement, the exclusive responsibility and
                  authority to direct the selection, control and discharge of
                  all employees performing regular services for the Enterprise
                  in connection with the maintenance, operation, and management
                  of the Enterprise and the Facility and any activity upon the
                  Gaming Site; and the sole responsibility for determining
                  whether a prospective employee is qualified and the
                  appropriate level of Compensation to be paid.

4.5.2             Enterprise Employee Policies.  Manager shall prepare a draft
                  of personnel policies and procedures (the "Enterprise Employee
                  Policies"), including a job classification system with salary
                  levels and scales, which policies and procedures shall be
                  subject to approval by the Business Board and the Pokagon
                  Council. The Enterprise Employee Policies shall include a
                  grievance procedure in order to establish fair and uniform
                  standards for the Enterprise Employees, which will include
                  procedures for the resolution of disputes between Manager and
                  Enterprise


<PAGE>   27

               Employees. Any revisions to the Enterprise Employee Policies
               shall not be effective unless they are approved by the Business
               Board. All such actions shall comply with applicable Band law.

4.5.3          Senior Employees. The selection of the General Manager, Chief
               Financial Officer, Casino Manager, and Human Resources Manager of
               the Enterprise, or the functionally equivalent positions, shall
               be subject to consultation between, and agreement by, Manager,
               the Business Board and the Pokagon Council. All such Employees
               shall be Enterprise Employees.

4.5.4          Enterprise Employees. The terms of employment of all Enterprise
               Employees shall be structured as though all labor, employment,
               and unemployment insurance laws applicable in the State which
               would apply to Enterprise Employees if they were not working on
               an Indian reservation would also apply to Enterprise Employees;
               except that the Band reserves the right to by ordinance establish
               a workman's compensation trust fund and worker's compensation
               system instead of adopting Michigan workers compensation law, and
               to adopt other laws and regulations that might preempt otherwise
               applicable law.

4.5.5          Removal of Employees. Manager will act in accordance with the
               Enterprise Employee Policies with respect to the discharge,
               demotion or discipline of any Enterprise Employee.

4.5.6          Band Employees. All Enterprise Employees shall be employees of
               the Band.

4.6      No Manager Internal Expenses; Limitation on Manager Payments. No
         Manager Internal Expenses shall be paid by the Enterprise. No officer,
         director, shareholder or employee of Manager shall be compensated by
         wages from or contract payments by the Enterprise for their efforts or
         for any work which they perform under this Agreement. Manager shall
         receive no payments from the Enterprise other than loan repayments
         (whether under the Lakes Note, for other advances in accordance with
         this Agreement, or as subrogee after paying on any Loan guarantee) and
         the Management Fee to be paid to Manager under ss. 5.1. Manager
         Internal Expenses may be paid from Management Fees and loan repayments
         after they have been received by Manager. Nothing in this subsection
         shall restrict the ability of an employee of the Enterprise to purchase
         or hold stock in Manager where (i) such stock is publicly held, and
         (ii) such employee acquirers, on a cumulative basis, less than five
         percent (5%) of the outstanding stock in the corporation.

<PAGE>   28

4.7      GRA Expenses. The funding of the operation of the Gaming Regulatory
         Authority shall, prior to the Commencement Date, be a start up expense
         of the Enterprise and thereafter shall be an Operating Expense. The
         budget for the GRA shall reflect the reasonable cost of regulating the
         Enterprise. Disputes between the parties relating to GRA costs shall be
         resolved pursuant to the provisions of Article 13 of this Agreement.
         The decisions and actions of the GRA as to Manager shall be subject to
         the provisions of Article 13 hereof.

4.8      Employee Background Checks. A background investigation shall be
         conducted by the GRA in compliance with all Legal Requirements, to the
         extent applicable, on each applicant for employment as soon as
         reasonably practicable. No individual whose prior activities, criminal
         record, if any, or reputation, habits and associations are known to
         pose a threat to the public interest, the effective regulation of
         Gaming, or to the gaming licenses of Manager, or to create or enhance
         the dangers of unsuitable, unfair, or illegal practices and methods and
         activities in the conduct of Gaming, shall knowingly be employed by
         Manager or the Band. The background investigation procedures employed
         by the GRA shall be formulated in consultation with Manager and shall
         satisfy all regulatory requirements independently applicable to
         Manager. Any cost associated with obtaining such background
         investigations shall constitute an Operating Expense, provided,
         however, the costs of background investigations relating to Manager and
         the shareholders, officers, directors or employees of Manager or its
         Affiliates shall be borne solely by Manager, shall be nonrefundable,
         shall not be treated as part of the Lakes Development Loan or as
         Operating Expenses of the Enterprise, and shall not exceed $50,000.

4.9      Indian Preference: Recruiting and Training. In order to maximize
         benefits of the Enterprise to the Band, Manager shall, during the term
         of this Agreement, to the maximum extent reasonably possible under
         applicable law, including, but not limited to the Indian Civil Rights
         Act, 25 U.S.C.ss.1301, et. seq., give preference in recruiting,
         training and employment to qualified members of the Band, their
         spouses, and children in all job categories of the Enterprise,
         including senior management. Manager shall:

                  (i)      conduct job fairs and skills assessment meetings for
                           Band members;

                  (ii)     in consultation with and subject to the approval of
                           the Band, develop a management training program for
                           Band members or people selected by the Band. This
                           program shall be structured to

<PAGE>   29

                           provide appropriate training for those participating
                           to assume full managerial control at the conclusion
                           of the Term of this Agreement; and

                  (iii)    within two hundred seventy (270) days of the
                           Commencement Date, Manager shall develop and present
                           to the Band for its approval, a training plan
                           designed so that, by the end of the Term of the
                           Agreement, all Enterprise Employees will be Band
                           members or others designated by the Band.

         Manager shall also give preference to residents of the community in
         which the Gaming Site is located. Final determination of the
         qualifications of Band members and all other persons for employment
         shall be made by Manager, subject to any licensing requirements of the
         Gaming Regulatory Authority. Not later than 90 days prior to the
         Commencement Date, Manager shall develop and present to the Band for
         its approval a training plan designed to meet the goals set out in this
         section.

4.10     Pre-Opening. Nine months prior to the scheduled Commencement Date,
         Manager shall commence implementation of a pre-opening program which
         shall include all activities necessary to financially and operationally
         prepare the Facility for opening. To implement the pre-opening program,
         Manager shall prepare a comprehensive pre-opening budget which shall be
         submitted to the Business Board for its approval no later than seven
         months prior to the scheduled Commencement Date ("Pre-Opening Budget").
         The Pre-Opening Budget shall identify expenses which Manager
         anticipates to be necessary or desirable in order to prepare the
         Facility for the Commencement Date, including without limitation, cash
         for disbursements, Furnishings and Equipment and Operating Supplies,
         hiring, training, relocation and temporary lodging of employees,
         advertising and promotion, office overhead and office space (whether on
         or off the Gaming Site), and travel and business entertainment
         (including opening celebrations and ceremonies) ("Pre-Opening
         Expenses"). The Band recognizes that the Pre-Opening Budget has been
         prepared well in advance of Commencement and is intended only to be a
         reasonable estimate, subject to variation due to a number of factors,
         some of which will be outside of Manager's control (e.g. the time of
         completion, inflationary factors and varying conditions for the goods
         and services required). The Band agrees that the Pre-Opening Budget may
         be modified from time to time, subject to approval of the Business
         Board in accordance with the procedure established by ss. 4.11 of this
         Agreement for adjustments to the Operating Budget and Annual Plan. If a
         Temporary Facility is constructed, Manager shall prepare a pre-opening
         budget in that regard which shall be

<PAGE>   30

         submitted to the Business Board for its approval no later than two
         months prior to the scheduled opening of the Temporary Facility, or at
         such other time as may be approved by the Business Board.

4.11     Operating Budget and Annual Plan. Manager shall, prior to the scheduled
         Commencement Date, submit to the Business Board for its approval a
         proposed Operating Budget and Annual Plan for the Fiscal Year
         commencing on the Commencement Date. Thereafter, Manager shall, not
         less than 30 days prior to the commencement of each full or partial
         Fiscal Year, submit to the Business Board for its approval a proposed
         Operating Budget and Annual Plan for the ensuing full or partial Fiscal
         Year, as the case may be. The Operating Budget and Annual Plan shall
         include a projected income statement, balance sheet, and projection of
         cash flow for the Enterprise, with detailed justifications explaining
         the assumptions used therein. The Operating Budget and Annual Plan
         shall include, without limitation, a schedule of repairs and
         maintenance (other than Capital Replacements), a business and marketing
         plan for the Fiscal Year, and the Minimum Balance which must remain in
         the Enterprise Accounts and the House Bank as of the end of each month
         during the Fiscal Year to assure sufficient monies for working capital
         purposes, and detail of other expenditures proposed to be authorized
         under the Operating Budget and Annual Plan.

               The Operating Budget and Annual Plan for the Enterprise will be
               comprised of the following:

4.11.1         A statement of the estimated income and expenses for the coming
               Fiscal Year, including estimates as to Gross Revenues and
               Operating Expenses for such Fiscal Year, such operating budget to
               reflect the estimated results of the operation during each month
               of the subject Fiscal Year;

4.11.2         Either as part of the statement of the estimated income and
               expenses referred to ss. 4.11.1, or separately, budgets (and
               timetables and requirements of Manager) for:

4.11.2.1            repairs and maintenance;

4.11.2.2            Capital Replacements;

4.11.2.3            Furnishings and Equipment;

4.11.2.4            advertising and business promotion programs for the
                    Enterprise;
<PAGE>   31

4.11.2.5            the estimated cost of Promotional Allowances; and

4.11.2.6            a business and marketing plan for the subject Fiscal Year.

4.11.3         The Business Board's approval of the Operating Budget and Annual
               Plan shall not be unreasonably withheld or delayed. Manager shall
               meet with the Business Board to discuss the proposed Operating
               Budget and Annual Plan and the Business Board's approval shall be
               deemed given unless a specific written objection thereto is
               delivered by the Band Representatives to Manager within thirty
               (30) days after Manager and the Business Board have met to
               discuss the proposed Operating Budget and Annual Plan. If the
               Band Representatives for any reason decline to meet with Manager
               to discuss a proposed Operating Budget and Annual Plan after not
               less than twenty (20) days written notice, the Band
               Representatives shall be deemed to have consented unless a
               specific written objection is delivered to Manager within thirty
               (30) days after the date of the proposed meeting. The Business
               Board shall review the Operating Budget and Annual Plan on a
               line-by-line basis, if requested by the Band Representative.

4.11.4         If the initial proposed Operating Budget and Annual Plan contains
               disputed budget item(s), the Band Representatives on the Business
               Board and the Manager agree to cooperate with each other in good
               faith to resolve the disputed or objectionable proposed item(s).
               In the event that the Band Representatives on the Business Board
               and the Manager are not able to reach mutual agreement concerning
               any disputed or objectionable item(s) within a period of fifteen
               (15) days after the date the Band Representatives on the Business
               Board provide written notice of the Band's objection to Manager,
               either party shall be entitled to submit the dispute to
               arbitration in accordance with Article 13. If the Band
               Representatives on the Business Board and the Manager are unable
               to resolve the disputed or objectionable item(s) prior to the
               commencement of the applicable fiscal year, the undisputed
               portions of the proposed Operating Budget and Annual Plan shall
               be deemed to be adopted and approved and the corresponding line
               item(s) contained in the Operating Budget and Annual Plan for the
               preceding fiscal year shall be adjusted as set forth herein and
               shall be substituted in lieu of the disputed item(s) in the
               proposed Operating Budget and Annual Plan. Those line items which
               are in dispute shall be determined by increasing the preceding
               fiscal year's actual expense for the corresponding line items by
               an amount determined by Manager which does not exceed the
               Consumer Price Index for All Urban Consumers published by the

<PAGE>   32

               Bureau of Labor Statistics of the United States Department of
               Labor, U.S. City Average, all items (1997-98 = 100) for the
               Fiscal Year prior to the Fiscal Year with respect to which the
               adjustment to the line item(s) is being calculated or any
               successor or replacement index thereto. The resulting Operating
               Budget and Annual Plan obtained in accordance with the preceding
               sentence shall be deemed to be the Operating Budget and Annual
               Plan in effect until such time as Manager and the Band
               Representatives on the Business Board have resolved the items
               objected to by the Band Representatives on the Business Board or
               an arbitrator has rendered his award on the dispute.

4.11.5         Adjustments to Operating Budget and Annual Plan and Capital
               Budget. Manager may, after notice to and approval by the Business
               Board, revise the Operating Budget and Annual Plan and the
               Capital Budget from time to time, as necessary, to reflect any
               unpredicted significant changes, variables or events or to
               include significant, additional, unanticipated items of expense.
               Expenditures shall not materially vary from the approved budgets
               nor exceed the aggregate Operating Budget and Annual Plan (as
               approved by the Business Board, and revised with the reasonable
               approval of the Business Board) absent the written consent of the
               Business Board; provided that the Band recognizes that (a) the
               absolute amounts of expenditures may exceed budgeted amounts if
               the volume of business at the Facility exceeds projections, (b)
               the relative amounts of income and expense may vary from budgeted
               amounts if the volume of business is less than projected, and (c)
               Manager does not guarantee the economic performance shown in
               budgets. Manager shall submit a revision of the Operating Budget
               and Annual Plan to the Business Board for review on a quarterly
               or other appropriate basis.

4.12     Capital Budgets. Manager shall, not less than 30 days prior to the
         commencement of each fiscal year, or partial fiscal year, submit to the
         Business Board a recommended capital budget (the "Capital Budget")
         describing the present value, estimated useful life and estimated
         replacement costs for the ensuing full or partial year, as the case may
         be, for the physical plant, furnishings, equipment, and ordinary
         capital replacement items, all of which are defined to be any items,
         the cost of which is capitalized and depreciated, rather than expended,
         using GAAP ("Capital Replacements") as shall be required to operate the
         Enterprise in accordance with sound business practices. Capital
         Replacements in the Capital Budget in an aggregate sum equal to or less
         than the sum of the Capital Replacement Reserve for the Fiscal Year
         shall be approved by the Business Board; and any amounts in excess of
         the Capital Replacement Reserve for the Fiscal Year shall be subject to
         approval of the

<PAGE>   33

         Pokagon Council in its sole discretion. The Pokagon Council, Business
         Board, and Manager shall meet to discuss the proposed Capital Budget
         and the Business Board and Pokagon Council shall be required to make
         specific written objections to a proposed Capital Budget in the same
         manner and within the same time periods specified in ss. 4.11.4 with
         respect to an Operating Budget and Annual Plan. The Business Board and
         Pokagon Council shall not unreasonably withhold or delay its consent.
         Unless the Pokagon Council, Business Board, and Manager otherwise
         agree, Manager shall be responsible for the design and installation of
         Capital Replacements, subject to the Business Board's approval and
         ratification by the Pokagon Council and right to inspect.

4.13     Capital Replacements. The Band shall effect and expend such amounts for
         any Capital Replacements as shall be required, in the course of the
         operation of the Enterprise, to maintain, at a minimum, the Enterprise
         in compliance with any Legal Requirements and to comply with Manager's
         recommended programs for renovation, modernization and improvement
         intended to keep the Enterprise competitive in its market; or to
         correct any condition of an emergency nature, including without
         limitation, maintenance, replacements or repairs which are required to
         be effected by the Band, which in Manager's sole discretion requires
         immediate action to preserve and protect the Facility, assure its
         continued operation, and/or protect the comfort, health, safety and/or
         welfare of the Facility's guests or employees (an "Emergency
         Condition"); provided, however, that the Band shall be under no
         obligation to fund Capital Replacements in aggregate amount greater
         than its periodic required contributions to the Capital Replacement
         Reserve described in ss. 4.15. Manager is authorized to take all steps
         and to make all expenditures from the Disbursement Accounts described
         in ss. 4.19.3 (in the case of non-capitalized repairs and maintenance),
         or Capital Replacement Reserve described at ss. 4.15, (in the case of
         expenditures for Capital Replacements) as it deems necessary to repair
         and correct any Emergency Condition, regardless whether such provisions
         have been made in the Capital Budget or the Operating Budget and Annual
         Plan for any such expenditures; or the cost thereof may be advanced by
         Manager and reimbursed from future revenues. Design and installation of
         Capital Replacements shall be effected in a time period and subject to
         such conditions as the Business Board may establish to minimize
         interference with or disruption of ongoing operations.

4.14     Capital Replacement Reserve. Manager shall establish a Capital
         Replacement Reserve on the books of account of the Enterprise, and the
         periodic contributions of cash required by ss.4.15 shall be deposited
         by the Enterprise into an account (the "Capital Replacement Reserve")
         established in the Band's name at a bank designated by the Business
         Board in accordance

<PAGE>   34
         with ss.4.19.1 of this Agreement. All amounts in the Capital
         Replacement Reserve shall be invested in interest bearing investments
         in accordance with the Enterprise Investment Policy to the extent that
         availability of funds, when required, is not thereby impaired. Interest
         earned on amounts deposited in the Capital Replacement Reserve shall be
         credited to the Capital Replacement Reserve and shall be available for
         payment of expenditures for Capital Replacements to the Facility.
         Manager shall draw on the Capital Replacement Reserve for Capital
         Replacements to purchase those items included in the Capital Budget
         approved by the Business Board or such emergency additions, repairs or
         replacements as shall be required to correct an Emergency Condition.

4.15     Periodic Contributions to Capital Replacement Reserve. In accordance
         with ss. 5.5 of this Agreement, Manager shall make monthly deposits
         into the Capital Replacement Reserve in amounts equivalent to an annual
         rate of 1% (one percent) of Gross Revenues during the first Fiscal Year
         after the Commencement Date and equivalent to an annual rate of 3%
         (three percent) of Gross Revenues during each Fiscal Year over the
         remainder of the Term; such reserve shall be funded out of Monthly
         Distribution Payments. The cash amounts required to be so deposited
         shall be calculated and deposited into the Capital Replacement Reserve,
         in arrears, no later than the twenty-first (21st) day of the month
         immediately following the month with respect to which a deposit is
         made. If any adjustment of Gross Revenues is made as result of an audit
         or for other accounting reasons, a corresponding adjustment in the
         Capital Replacement Reserve deposit shall be made. In addition, all
         proceeds from the sale of capital items no longer needed for the
         operation of the Enterprise, and the proceeds of any insurance received
         in reimbursement for any items previously paid from the Capital
         Replacement Reserve, shall be deposited into the Capital Replacement
         Reserve upon receipt.

4.16     Use and Allocation of Capital Replacement Reserve. Any expenditures for
         Capital Replacements which have been budgeted and previously approved
         may be paid from the Capital Replacement Reserve without further
         approval from the Business Board. Any amounts remaining in the Capital
         Replacement Reserve at the close of any year shall be carried forward
         and retained in the Capital Replacement Reserve until fully used. If
         the amounts in the Capital Replacement Reserve at the end of any year
         plus the anticipated contributions to the Capital Replacement Reserve
         for the next ensuing year are not sufficient to pay for Capital
         Replacements authorized by the Capital Budget for such ensuing year,
         then additional funds, in the amount of the projected deficiency, may
         be advanced by the Manager and reimbursed by the Enterprise from future
         revenues.
<PAGE>   35

4.17     Indian Preference: Vendors and Contractors. In order to maximize
         benefits of the Enterprise to the Band, Manager and the Band shall,
         during the term of this Agreement, together strive for use of Native
         American contractors, sub-contractors and vendors, provided their bids
         are reasonably competitive. The Band and Manager shall agree on
         policies reasonably governing (i) preferential purchases from vendors
         and contractors owned by or affiliated with members of the Band, which
         shall among other things limit such preference to entities in which the
         member is the real party in interest and require the price and other
         terms offered by such vendors to be reasonably competitive; and (ii)
         purchases of goods or services from the Band, which shall be on terms
         that are reasonably competitive. The Band reserves the right to require
         use of union labor on some or all contracts, subject to review of
         budgetary impact. Manager shall provide written notice to the Band in
         advance of all such contracting, subcontracting and construction
         opportunities.

4.18     Internal Control Systems. Manager shall install systems for monitor of
         all funds (the "Internal Control Systems"), which systems shall comply
         with all Legal Requirements, and shall be submitted to the Business
         Board and the Band Regulatory Authority for approval in advance of
         implementation, which approval shall not be unreasonably withheld. The
         Band shall retain the right to review all Internal Control Systems and
         any changes instituted to the Internal Control Systems of the
         Enterprise. The Band shall have the right to retain an auditor to
         review the adequacy of the Internal Control Systems prior to the
         Commencement Date. The cost of such review shall be a Pre-Opening
         Expense. Any significant changes in such systems after the Commencement
         Date also shall be subject to review and approval by the Gaming
         Regulatory Authority. The Gaming Regulatory Authority and Manager shall
         have the right and duty to maintain and police the Internal Control
         Systems in order to prevent any loss of proceeds from the Enterprise.
         The Gaming Regulatory Authority shall have the right to inspect and
         oversee the Internal Control System at all times. Manager shall install
         a closed circuit television system to be used for monitoring the cash
         handling activities of the Enterprise sufficient to meet all Legal
         Requirements.

4.19     Banking and Bank Accounts.

4.19.1         Enterprise Accounts. The Business Board shall select, and the
               Pokagon Council shall approve, a bank or banks for the deposit
               and maintenance of funds and shall establish in such bank or
               banks accounts as Manager deems appropriate and necessary in the
               course of business and as consistent with this Agreement,
               including the Dominion Account.

<PAGE>   36

               ("Enterprise Accounts"). Establishment of any Enterprise Bank
               Account shall be subject to the approval of the Business Board.
               The sum of money agreed to by the Business Board to be maintained
               in the Enterprise Bank Account(s) to serve as working capital for
               Enterprise operations, shall include all sums needed for the
               House Bank, and all sums needed to accrue for payment of expenses
               not paid on a monthly basis (the "Minimum Balance"). Manager
               shall propose a policy for investing funds in excess of the
               Minimum Balance (the "Enterprise Investment Policy"), which shall
               be subject to the approval of the Business Board.

4.19.2         Daily Deposits to Depository Account. Manager shall establish for
               the benefit of the Band in the Enterprise's name a Dominion
               Account, which shall be subject to the lien and security interest
               of Manager to the extent provided in ss.9.2.1(x) of the
               Development Agreement and the Dominion Agreement. Manager shall
               collect all Gross Revenues and other proceeds connected with or
               arising from the operation of the Enterprise, the sale of all
               products, food and beverage, and all other activities of the
               Enterprise and deposit the related cash daily into the Dominion
               Account at least once during each 24-hour period unless otherwise
               agreed by the Business Board. All money received by the
               Enterprise on each day that it is open must be counted at the
               close of operations for that day or at least once during each
               24-hour period. Manager agrees to obtain a bonded transportation
               service to effect the safe transportation of the daily receipts
               to the bank, which expense shall constitute an Operating Expense.

4.19.3         Disbursement Accounts. Manager shall establish for the benefit of
               the Band in the Enterprise's name one or more Disbursement
               Accounts. Manager shall, consistent with and pursuant to the
               approved annual Operating Budget and Annual Plan and Capital
               Budget, have responsibility and authority for making all payments
               for Operating Expenses, debt service, Management Fees, and Tribal
               Distributions from the Disbursement Accounts.

4.19.4         No Cash Disbursements. Manager shall not make any cash
               disbursements from the Enterprise Accounts except for the payment
               of cash prizes; and except for such cash disbursements, any and
               all payments or disbursements by the Manager shall be made by
               check or wire transfer drawn against an Enterprise Bank Account.

4.19.5         Transfers Between Accounts. Manager has the authority to transfer

<PAGE>   37

               funds from and between the Enterprise Accounts to the
               Disbursement Accounts in order to pay Operating Expenses and to
               pay debt service pursuant to the Loans, to invest funds in
               accordance with the Enterprise Investment Policy, and to pay the
               Management Fees and Tribal Distributions pursuant to this
               Agreement.

4.19.6   Transfers from Dominion Account to Disbursement Accounts. Lakes
         agrees that, notwithstanding any provision of the Dominion
         Agreement or any Band Event of Default or any default by the Band
         under the Dominion Agreement, it shall make or permit timely
         transfers from the Dominion Account to Disbursement Accounts of
         all funds needed to pay (i) Operating Expenses; (ii) all Loans,
         as well any other third party loans to which Lakes has
         subordinated in writing; (iii) the Minimum Guaranteed Monthly
         Payment; (iv) deposits into the Capital Replacement Reserve
         pursuant to ss.4.15 of the Management Agreement; (v) maintenance
         of the Minimum Balance, and any other reserves approved by the
         Business Board with the written consent of Great Lakes; and (vi)
         claims of third parties granted priority over Lakes under the
         Agreements, if the events occur which trigger that priority.
         Lakes further agrees that, prior to any Band Event of Default, it
         shall make timely transfers to Disbursement Accounts to enable
         the Monthly Distribution Payment to be made to the Band when due,
         and otherwise in accordance with this Agreement.

4.20     Insurance. Manager, on behalf of the Band, shall arrange for, obtain
         and maintain, or cause its agents to maintain, with responsible
         insurance carriers licensed to do business in the State, insurance
         satisfactory to Manager and the Business Board covering the Facility
         and the operations of the Enterprise, naming the Band, the Enterprise
         and Manager as insured parties. Manager shall recommend to the Business
         Board the minimum amounts of insurance coverage for the Enterprise,
         which shall be subject to the reasonable approval of the Band.

4.21     Accounting and Books of Account.

4.21.1         Statements. Manager shall prepare and provide to the Band on a
               monthly, quarterly, and annual basis, operating statements on
               behalf of the Enterprise. The operating statements shall comply
               with all Legal Requirements and shall include an income
               statement, statement of cash flows, and balance sheet for the
               Enterprise. Such statements shall include the Operating Budget
               and Annual Plan and Capital Budget projections as comparative
               statements, and, after the first full year of operation, will
               include comparative statements from the comparable period for the
               prior year; and shall reflect in accordance with GAAP all

<PAGE>   38

               amounts collected and received and all expenses, deductions and
               disbursements made therefrom in connection with the Enterprise.

4.21.2         Books of Account. Manager shall maintain full and accurate books
               of account on behalf of the Enterprise at an office in the
               Facility and at such other location as may be determined by
               Manager. The GRA and other designated representatives of the
               Pokagon Council shall have access to the daily operations of the
               Enterprise and shall have the unlimited right to inspect,
               examine, and copy all such books and supporting business records.
               Such rights may be exercised through the Gaming Regulatory
               Authority or through an agent, employee, attorney, or independent
               accountant acting on behalf of the Band.

4.21.3         Accounting Standards. Manager shall maintain the books and
               records on behalf of the Enterprise reflecting the operations of
               the Enterprise in accordance with Generally Accepted Accounting
               Principles consistently applied and shall adopt and follow the
               fiscal accounting periods utilized by Manager in its normal
               course of business (i.e., a month, quarter and year prepared in
               accordance with the Fiscal Year). The accounting systems and
               procedures shall comply with Legal Requirements and, at a
               minimum:

4.21.3.1       include an adequate system of internal accounting controls;

4.21.3.2       permit the preparation of financial statements in accordance with
               GAAP;

4.21.3.3       be susceptible to audit;

4.21.3.4       permit the calculation and payment of the Management Fee
               described in ss. 5; and

4.21.3.5       provide for the allocation of operating expenses or overhead
               expenses among the Band, the Enterprise, and any other user of
               shared facilities and services.

4.22     Annual Audit. An independent certified public accounting firm selected
         by the Band and reasonably acceptable to Manager shall perform an
         annual audit of the books and records of the Enterprise and of all
         contracts for supplies, services or concessions reflecting Operating
         Expenses, and shall provide such other services as the Business Board
         shall designate. The Band, the BIA and the NIGC shall also have the
         right to perform special audits of the Enterprise

<PAGE>   39

         on any aspect of the Enterprise at any time without restriction. The
         costs incurred for such audits shall constitute an Operating Expense.
         Such audits shall be provided by the Band to all applicable federal and
         state agencies, as required by law, and may be used by Manager for
         reporting purposes under federal and state securities laws, if
         required.

4.23     Manager's Contractual Authority. Manager is authorized to make, enter
         into and perform in the name of and for the account of the Band, doing
         business as the Enterprise, such contracts deemed necessary by Manager
         to perform its obligations under this Agreement, provided such
         contracts comply with the terms and conditions of this Agreement,
         including, but not limited to, ss. 4.2.4, and provided such contracts
         do not obligate the Enterprise to pay sums not approved in the
         Operating Budget and Annual Plan or the Capital Budget.

4.24     Retail Shops and Concessions. The Business Board shall approve in
         advance in writing the specific type or types of shops or concessions
         to be authorized for inclusion in the Facility.

4.25     Entertainment Approvals. The Pokagon Council may require that the
         Business Board approve in advance in writing entertainment and/or
         sporting events to provided at the Facility.

4.26     Litigation. Except for disputes between the Band and Manager, and
         claims relating to the Band's status as a Tribe or the trust status of
         the Gaming Site, Manager shall bring and/or defend and/or settle any
         claim or legal action brought against Manager, the Enterprise or the
         Band, individually, jointly or severally, or any Enterprise Employee,
         in connection with the operation of the Enterprise if the basis of such
         claim or legal action was within the scope of Manager's authority under
         the Agreements; except that bringing litigation or arbitration relating
         to claims in excess of $100,000 must be approved by the Business Board
         and, as to claims in excess of $500,000, by the Pokagon Council (which
         consent shall not be unreasonably withheld); and Manager shall furnish
         such information regarding claims, litigation and arbitration as the
         Band may request. Subject to the Band's approval of legal counsel,
         Manager shall retain and supervise legal counsel, accountants and such
         other professionals, consultants and specialists as Manager deems
         appropriate to assert or defend any such claim or cause of action. All
         liabilities, costs and expenses, including reasonable attorneys' fees
         and disbursements incurred in defending and/or settling any such claim
         or legal action which are not covered by insurance and which, as to
         Manager, relate to acts or omissions of Manager within the scope of its
         authority under the Agreements, shall be an Operating Expense, or, if
         incurred prior to the Commencement Date, shall be a

<PAGE>   40

         Pre-Opening Expense. Nothing contained herein is a grant to Manager of
         the right to waive the Band's or the Enterprise's sovereign immunity.
         That right is strictly reserved to the Band, and shall at the option of
         the Pokagon Council be asserted by the Band through its counsel (whose
         fees and expenses relating to the Enterprise shall be an Operating
         Expense). Any settlement of a third party claim or cause of action
         shall require approval of the Business Board and, as to claims in
         excess of $100,000 not covered by insurance, by the Pokagon Council
         (which consent shall not be unreasonably withheld).

5        MANAGEMENT FEE, DISBURSEMENTS, AND OTHER PAYMENTS BY MANAGER.

5.1      Management Fee. Subject to the provisions of ss. 5.5, on or before the
         twenty-first (21st) day of each month after the month in which the
         Commencement Date occurs, Manager is authorized by the Band to pay
         itself from the Enterprise Bank Account(s) a fee as follows: 24% of the
         Net Revenues of the Enterprise in the period from the Commencement Date
         until the first day of the month next following the Commencement Date
         (which shall constitute the commencement of the next Fiscal Year),
         payable on or before the twenty-first day of that next month; then 24%
         of the Net Revenues of each succeeding month, payable monthly in
         arrears, until the Net Revenues in a Fiscal Year have totaled $80
         million; and thereafter 19% of Net Revenues of each succeeding month,
         payable monthly in arrears, to the extent that aggregate Net Revenues
         in such Fiscal Year exceed $80 million. To the extent that aggregate
         Net Revenues reach $80 million during a month, the fee shall be
         prorated.

5.2      Fee Subordinated. The Management Fee shall be subordinated to the Bank
         Loan, the Equipment Loan, any other third-party loans or equipment
         leases pertaining to the Enterprise, and the Minimum Guaranteed Monthly
         Payment. Manager agrees to execute and deliver subordination agreements
         evidencing such subordination in form reasonably acceptable to the Bank
         Lender, the Equipment Lender, or any other third-party lender or
         equipment lessor.

5.3      Disbursements. As and when received by the Enterprise, Gross Revenues
         shall be deposited in the Dominion Account created pursuant to
         ss.4.19.2 of this Agreement. There shall, in turn, be disbursed by
         Manager, on a monthly basis, for and on behalf of the Band, funds from
         the Enterprise Bank Account(s) in accordance with ss.4.19.6 of this
         Agreement to pay, to the extent available, Operating Expenses and
         required deposits into the Capital Replacement Reserve for Capital
         Replacements. Manager will reserve funds in the

<PAGE>   41

         Enterprise in amounts equal to the Minimum Balance. Additionally,
         Manager may advance any monies needed to cover any operating cash
         shortfall and shall be allowed to be reimbursed same in accordance with
         ss.18.8.

5.4      Adjustment to Bank Account. After the disbursements pursuant to ss. 5.3
         and establishment of any additional reserves for future disbursements
         as Manager deems necessary and as are approved by the Business Board,
         taking into account anticipated cash flow and Operating Costs of the
         Enterprise, any excess funds remaining in the Enterprise Bank
         Account(s) over the Minimum Balance, the Capital Replacement Reserve,
         and such additional reserves as may be approved by the Business Board
         shall be disbursed monthly in accordance with ss. 5.5.

5.5      Payment of Fees and Band Disbursement. Within twenty-one (21) days
         after the end of each calendar month of operations, Manager shall
         calculate Gross Revenues, Operating Expenses, and Net Revenues of the
         Enterprise for the previous month's operations and the Fiscal Year's
         operations to date. Such Net Revenues shall be disbursed from the
         Enterprise Bank Account(s) to the extent available in the following
         order of priority:

5.5.1          the Minimum Guaranteed Monthly Payment described in ss. 5.6;

5.5.2          Current principal and any other payments due on all Loans (and if
               payments are due quarterly, a reserve equal to one third of the
               scheduled quarterly payment shall be deposited in a designated
               Enterprise Bank Account for such payment, and may be invested in
               accordance with the Enterprise Investment Policies pending
               payment);

5.5.3          Capital Replacement Reserve contributions as described in ss.
               4.15; and

5.5.4          the Management Fee.

5.5.5          Interest and principal on the Second Tranche -- Lakes Note and
               the Second Tranche - Non-Gaming Land, payable in 12 equal monthly
               payments of principal and interest commencing with distribution
               made after the first calendar month of operations; provided that
               if distributions under this subsection in any month are
               insufficient to fund such payment in full, the amount unpaid
               shall be deferred and paid, without compounding of interest,
               under ss.5.5.6.

5.5.6          Any amounts deferred under ss.5.5.5.


<PAGE>   42
               All remaining Net Revenues (the "Monthly Distribution Payment")
               shall be distributed to the Band at the same time the Management
               Fee is paid.

5.6      Minimum Guaranteed Monthly Payment. The Enterprise shall, subject to
         the provisions of ss.5.6.1, pay the Band $1,000,000 per month (the
         "Minimum Guaranteed Monthly Payment"), beginning on the Commencement
         Date and continuing for the remainder of the Term. The Minimum
         Guaranteed Monthly Payment shall be payable to the Band in arrears on
         the twenty first (21st) day of each calendar month following the month
         in which the Commencement Date occurs, which payment shall have
         priority over the Management Fee. If the Commencement Date is a date
         other than the first day of a calendar month, the first payment will be
         prorated from the Commencement Date to the end of the month.

5.6.1          Minimum Guaranteed Monthly Payments shall be charged against the
               Band's distribution of Net Revenues for each month; provided,
               however, that if the Net Revenues in a given month are less than
               $1,000,000, Manager shall pay the funds necessary to compensate
               for the deficiency from its own funds; and provided further that
               the Minimum Guaranteed Monthly Payments shall be reduced to
               $10,000 per month for the remaining months in a Fiscal Year after
               the Band has received in such Fiscal Year total Net Revenue
               distributions of $12,000,000. Manager shall be entitled to recoup
               from the Band's Monthly Distribution Payment in succeeding months
               of a Fiscal Year any deficiency payments made under this
               paragraph in that same Fiscal Year, but in no event shall this
               recoupment payment result in the Band's receiving less than its
               Minimum Guaranteed Monthly Payment in any month. Manager shall
               not otherwise be entitled to reimbursement from the Enterprise or
               the Band for payments it makes from its own funds on account of
               Minimum Guaranteed Monthly Payments, and shall not be entitled to
               charge any interest on any deficiency payments made hereunder.

5.6.2          The obligation to make Minimum Guaranteed Monthly Payments shall
               cease upon termination of this Agreement, unless the Agreement is
               terminated by the Band for a Material Breach by the Manager.

5.6.3          The Minimum Guaranteed Monthly Payment shall be reduced
               prospectively from $1,000,000 to $500,000 upon the opening, if
               any, of a casino in Indiana owned by the Band, on the same
               cumulative basis as provided in ss. 5.6.1.

5.6.4          Except as provided in this ss. 5.6 with regard to cumulation of
               payments

<PAGE>   43

               in any Fiscal Year or otherwise specifically provided in this
               Agreement, Manager's obligation to pay the Band the Minimum
               Guaranteed Monthly Payment is unconditional and shall not be
               affected by the actual level of funds generated by the
               Enterprise.

5.7      Payment of Net Revenues. The Net Revenues paid to the Band pursuant to
         this Article 5 shall be payable to the Band bank account specified by
         the Pokagon Council in a notice to Manager pursuant to ss. 18.2.

5.8      Harrah's Termination Agreement. Manager shall pay out of its Management
         Fee all obligations of the Band to make payments under ss.ss. 1.4.1 and
         1.4.3 (as it pertains to interest on payments due under ss. 1.4.1) of
         the Termination Agreement dated September 12, 1998 between the Band and
         Harrah's Southwest Michigan Casino Corporation (the "Harrah's
         Termination Agreement"), and shall indemnify and hold the Band harmless
         against all loss, liability and expense relating to its liability under
         those sections of the Harrah's Termination Agreement. Such payments
         shall not constitute Operating Expenses of the Gaming Facility and
         shall not be reimbursed by the Band or the Enterprise.

5.9      The Band shall indemnify Manager against any decrease in Management Fee
         caused by an Indiana casino owned or operated by the Band, provided
         that (a) the alleged reduction in fees shall be measured against the
         Management Fees actually earned by Manager in the 12-month period
         preceding the date on which the Manager notifies the Band of the claim
         for indemnification under this section, without giving effect to any
         subsequent actual or projected increase in such fees over that level;
         and (b) in any arbitration relating to such a claim, Manager must prove
         its claim by clear and convincing evidence.

5.10     The maximum dollar amount for recoupment of the development and
         construction costs of the Facility and the Enterprise shall be the
         aggregate amount of all Loans made under ss. 9.2 of the Development
         Agreement, including the Lakes Development Loan, Bank Development Loan
         and Equipment Loan, provided that such aggregate amount shall not
         exceed $200,000,000.


6        ENTERPRISE NAME; MARKS

6.1      Enterprise Name. The Enterprise shall be operated under a business name
         approved by the Business Board and reasonably acceptable to the Band
         (the "Enterprise Name").
<PAGE>   44

6.2      Marks. All Marks shall be approved by the Business Board and shall be
         subject to the reasonable approval of the Pokagon Council. Prior to the
         Commencement Date and from time to time during the Term hereof, Manager
         agrees to take such actions on behalf of the Band as are reasonably
         necessary to register and protect all Marks.

6.3      Signage. Manager shall erect and install in accordance with local codes
         and regulations appropriate signs in, on or about the Facility,
         including, but not limited to, signs bearing Marks as part of the
         Enterprise Name. The costs of purchasing, leasing, transporting,
         constructing, maintaining and installing the required signs and
         systems, and of registering and protecting all Marks, shall be part of
         the Operating Expenses.

7        TAXES

7.1      State and Local Taxes. If the State or any local government attempts to
         impose any tax including any possessory interest tax upon any party to
         this Agreement or upon the Enterprise, the Facility or the Gaming Site,
         the Pokagon Band may direct the Enterprise, in the name of the
         appropriate party or parties in interest, to resist such attempt
         through legal action. The costs of such action and the compensation of
         legal counsel shall be an Operating Expense of the Enterprise. Any such
         tax shall constitute an Operating Expense of the Enterprise. This
         section shall in no manner be construed to imply that any party to this
         Agreement or the Enterprise is liable for any such tax.

7.2      Band Taxes. The Band agrees that neither it nor any agent, agency,
         affiliate or representative of the Band will impose any taxes, fees,
         assessments or other charges of any nature whatsoever on payments of
         any debt service on any Loan or on debt service on any other financing
         for the Facility or for the Enterprise, or on the revenues of the
         Enterprise or the Facility, or on the Management Fee as described in
         ss. 5.1 of this Agreement; but the Band reserves the right to otherwise
         impose usual and customary taxes and fees on transactions at or in
         connection with the Facility or on the Facilities's employees,
         officers, directors, vendors and patrons. Without limiting the
         foregoing, the Band shall be specifically permitted to impose (i)
         charges, assessments, fines or fees imposed by governmental entities of
         the Band which are reasonably related to the cost of Tribal
         governmental regulation of public health, safety or welfare, or the
         integrity of Tribal gaming operations, and (ii) other taxes, charges,
         assessments or fees imposed against the Enterprise or property of the
         Enterprise, or sales, use, excise, hotel occupancy and other similar
         taxes (excluding taxes, charges, assessments or fees against real or
         personal property of the Facility or on

<PAGE>   45

         gaming revenues or earnings) of such types and percentage amounts not
         to exceed those imposed by any state or local government within the
         Restricted Territory.

7.3      Compliance with Internal Revenue Code.  Manager shall comply with all
         applicable provisions of the Internal Revenue Code.

8        BUY-OUT OPTION

         The Band shall have the right, beginning two years after the
Commencement Date, to buy out the remaining term of this Agreement (the "Buyout
Option"), provided that such buyout includes repayment in full of all
outstanding debt owed by the Band to Manager, including without limitation the
Lakes Development Loan, the Transition Loan, the Non-Gaming Land Acquisition
Line of Credit, and either repayment of the Bank Development Loan and the
Equipment Loan (to the extent they are guaranteed by Manager) or release of
Manager's guarantees and other credit enhancements, if any, relating to those
Loans. The Buyout Option price shall be determined by multiplying the average
monthly Management Fee earned during the 12 month period prior to exercise of
the Buyout by the number of months remaining in the term of this Agreement, and
discounting future payments at a discount rate equal to the Band Interest Rate.
The Band shall not be required in connection with its exercise of the Buyout
Option to pay any termination fee or to make any payment related to the value of
gaming equipment, amenities, or any other asset of the Facility or the
Enterprise.

9        EXCLUSIVITY; NON-COMPETITION

9.1      Exclusivity in Michigan. The Band shall deal exclusively with Manager
         for gaming development on Indian lands in Michigan from the date of
         execution of this Agreement through the earlier of five years from the
         Commencement Date or termination or buyout of the Agreements.

9.2      Indiana Casino. Manager recognizes that the Band intends to develop a
         casino in Indiana, and that the Band shall have no obligations to
         Manager in that regard; except that the Band agrees that, if it decides
         to engage an outside manager to develop or operate an Indiana casino,
         it shall discuss contracting with Manager for such development or
         operation for 45 days before soliciting proposals from third parties as
         to management or development of that casino. No obligation to enter
         into an agreement with Manager shall be implied from this undertaking,
         and the Band shall retain full and absolute discretion in that

<PAGE>   46

         regard.

9.3      Non-Competition. Manager agrees that for five years after execution of
         the Agreements or the Term of the Agreements, whichever is greater,
         neither it nor any present or future Insider will directly or
         indirectly in the Restricted Territory develop, operate, consult with
         regard to, or be in any way affiliated with any non-Indian gaming
         facility, any Class II or III Gaming facility or any other kind of
         gaming, or any hotels or other amenities related to such gaming or
         facility; except that Insiders shall not include (a) Kids Quest, Grand
         Casinos, Inc., Park Place Entertainment or Innovative Gaming Corp. by
         reason of (i) the service of (A) Lyle Berman as director or employee
         (without management responsibility) of such entities, provided that Mr.
         Berman votes as director against, or abstains from voting as to, any
         direct or indirect lobbying by Park Place Entertainment against a
         compact between the Band and the State of Indiana or any direct or
         indirect opposition by Park Place Entertainment to the Band's taking of
         land into trust for a casino to be owned or operated by the Band in
         Indiana, and does not personally directly or indirectly lobby against
         such a compact or oppose such taking into trust; (B) Lyle Berman as
         employee of Park Place Entertainment with management responsibility, so
         long as Park Place Entertainment does not (x) develop, operate, consult
         with regard to, or be in any way affiliated with a Class III Gaming
         facility in the Restricted Territory (excluding Ohio) that commences
         new operations or expands its gaming capacity more than 50% after the
         execution of the Agreements, or (y) directly or indirectly lobby
         against a compact between the Band and the State of Indiana, or
         directly or indirectly oppose the taking of land into trust by the Band
         for a casino to be owned or operated by the Band in Indiana; or (C)
         Thomas Brosig as director or employee (without any management
         responsibility for gaming in the Restricted Territory unless the Band
         consents) in Park Place Entertainment, or (ii) any stock ownership of
         Manager in such entities; or (b) any entity because of the investment
         banking services of Ron Kramer, a director of Manager.

9.4      Permitted Assignment; Change of Control.

9.4.1          Manager may not assign its rights under this Agreement without
               the Band's prior written consent, except that Manager may assign
               its rights under such Agreement, but not its obligations, to a
               wholly owned subsidiary.

9.4.2          The Band may not assign its rights under this Agreement; except
               that the Band may, without the consent of Manager, but subject to
               approval by the Secretary of the Interior or the Chairman of the
               NIGC or his

<PAGE>   47

               authorized representative, if required, assign this Agreement and
               the assets of the Enterprise to a Corporate Commission or other
               instrumentality of the Band organized to conduct the business of
               the Project and the Enterprise for the Band that assumes all
               obligations herein. No assignment authorized hereunder shall be
               effective until all necessary governmental approvals have been
               obtained. No such assignment shall relieve the Band of any
               obligation hereunder, unless otherwise agreed by Manager or the
               holder of such obligation.

9.4.3          The Band shall be entitled to terminate the Agreements if Manager
               undergoes a Change of Control without the prior written consent
               of the Band. The Band shall not be required to prepay any amounts
               advanced by Manager or any third party in the event of such
               termination, and such obligations shall remain payable in
               accordance with their payment terms. Manager agrees to notify the
               Band in writing within 30 days after the occurrence of any event
               described in Clauses I or II in the definition of Change of
               Control, and within 30 days of Manager's knowledge of any event
               described in Clauses III or IV of that definition.

               "Change of Control," for purposes of this provision, means (I)
               the merger, consolidation or other business combination of
               Manager with, or acquisition of all or substantially all of the
               assets of Manager by, any other entity; (II) Lyle Berman's
               ceasing to be either Chief Executive Officer or Chairman of the
               Board of Manager (other than on account of death or disability,
               and except as provided at the end of this definition); (III) the
               acquisition by any person or affiliated group of persons not
               presently a shareholder of Manager of beneficial ownership of 30%
               or more in interest of the outstanding voting stock of Manager,
               as determined under 17 CFR ss.ss. 240.13d-3 or 240.16a-1; or (IV)
               the acquisition by any person or affiliated group of persons not
               presently a shareholder of Manager of beneficial ownership of 10%
               or more in interest of the outstanding voting stock of Manager,
               as determined under 17 CFR ss.ss. 240.13d-3 or 240.16a-1, if a
               majority of the Board of Directors of Manager is replaced within
               two years after such acquisition by directors not nominated and
               approved by the Board of Directors.

               Notwithstanding any other provision of this definition, if the
               non-competition provisions of ss. 9.3(a)(i)(B) are breached, the
               following terms shall control:

               (A)  Manager shall notify the Band within 30 days of a breach of
                    that subsection, and shall describe in reasonable detail the
                    nature and

<PAGE>   48

                    circumstances of that breach.

               (B)  The Band shall within 45 days of that notification inform
                    Manager if it will waive that breach.

               (C)  If the Band states that it will not waive the breach,
                    Manager may within 30 days of the Band's notification inform
                    the Band whether Mr. Berman will resign as officer and
                    director of Manager, and who Manager proposes as Mr.
                    Berman's successor as Chairman and/or Chief Executive
                    Officer of Manager. Manager shall, in connection with that
                    notification, provide the Band with a detailed description
                    of the qualifications and affiliations of the proposed
                    successor.

               (D)  The Band shall then have 45 days to grant or withhold its
                    consent to that succession, which consent shall not be
                    unreasonably withheld. If the Band so consents, Mr. Berman
                    resigns and the named successor replaces Mr. Berman as
                    Chairman and/or Chief Executive Officer, the breach under
                    ss. 9.3(a)(i)(B) shall be deemed waived.

               (E)  If the Band does not so consent and its denial of consent is
                    not unreasonable, or if Mr. Berman does not resign and the
                    named successor does not succeed him, Manager may nominate
                    another proposed successor within 30 days, failing which
                    Manager shall be in default (subject to arbitration under
                    ss. 13).

               (F)  If Manager does nominate another proposed successor,
                    subsections (C) and (D) shall apply to the new nominee. If
                    the Band does not consent to the new nominee and its denial
                    of consent is not unreasonable, or if Mr. Berman does not
                    resign and the new nominee does not succeed him, Manager
                    shall be in default (subject to arbitration under ss. 13).

9.5      Restrictions on Collateral Development. Manager agrees that for five
         years after execution of the Agreements or the Term of the Agreements,
         whichever is greater, neither it nor any present or future Insider will
         directly or indirectly purchase any land or operate, manage, develop or
         have any direct or indirect interest in any commercial facilities or
         business venture located within 20 miles of the Facility without the
         prior written consent of the Band.

10       REPRESENTATIONS, WARRANTIES, AND COVENANTS
<PAGE>   49

10.1     Representations and Warranties of the Band. The Band represents and
         warrants to Manager as follows:

10.1.1         Due Authorization. The Band's execution, delivery and performance
               of this Agreement and all other instruments and agreements
               executed in connection with this Agreement have been properly
               authorized by the Band and do not require further Band approval.

10.1.2         Valid and Binding. This Agreement has been properly executed, and
               once approved in accordance with Legal Requirements constitutes
               the Band's legal, valid and binding obligations, enforceable
               against the Band in accordance with their terms.

10.1.3         Pending Litigation. There are no material actions, suits or
               proceedings, pending or threatened, against or affecting the Band
               before any court or governmental agency, except as disclosed on
               EXHIBIT B.

10.2     Band Covenants. The Band covenants and agrees as follows:

10.2.1         No Impairment of Contract. During the term of this Agreement and
               the Development Agreement, the Band shall enact no law impairing
               the obligations or contracts entered into in furtherance of the
               development, construction, operation and promotion of Gaming on
               the Gaming Site. Neither the Pokagon Council nor any committee,
               agency, board of any other official body, and no officer or
               official of the Band shall, by exercise of the police power or
               otherwise, act to modify, amend, or in any manner impair the
               obligations of contracts entered into by the Pokagon Council or
               the GRA or other parties in furtherance of the financing,
               development, construction, operation, or promotion of Gaming at
               the Gaming Site without the written consent of the non-tribal
               parties to such contracts. Any such action or attempted action
               shall be void ab initio.

10.2.2         Waiver of Sovereign Immunity. The Band will waive sovereign
               immunity on the limited basis described in ss.13.1 with respect
               to this Agreement.

10.2.3         Valid and Binding. This Agreement, the Development Agreement, the
               Lakes Note, the Transition Note and the Non-Gaming Land
               Acquisition Line of Credit, and each other contract contemplated
               by this Agreement shall, once approved in accordance with Legal
               Requirements, be
<PAGE>   50

               enforceable in accordance with their terms.

10.2.4         Legal Compliance. In its performance of this Agreement, the Band
               shall comply with all Legal Requirements.

10.2.5         No Termination. The Band shall not act in any way whatsoever,
               directly or indirectly, to cause this Agreement to be amended,
               modified, canceled, or terminated, except pursuant to its express
               terms or with the consent of Manager.

10.2.6    Title to Assets. During the Term of this Agreement the Band shall
          retain its interest in the title to (or the leasehold interest in) all
          Enterprise assets, including the Gross Revenues, the Gaming Site and
          any fixtures, supplies and equipment, subject to the purchase money
          security interest in equipment securing the Equipment Loan, Lakes'
          security interest in the Dominion Account (until all obligations of
          the Band to Lakes secured by that account are paid in full, to the
          extent provided in ss.9.2.1(x) of the Development Agreement), and any
          other liens granted in accordance with the Development Agreement.

10.3      Representations and Warranties of Manager. Manager represents and
          warrants to the Band as follows:


10.3.1         Due Authorization. Manager's execution, delivery and performance
               of this Agreement and all other instruments and agreements
               executed in connection with this Agreement have been properly
               authorized by Manager and do not require further approval.

10.3.2         Valid and Binding. This Agreement has been properly executed and
               constitutes Manager's legal, valid and binding obligation,
               enforceable against Manager in accordance with its terms.

10.3.3         Litigation. There are no actions, suits or proceedings pending or
               threatened against or affecting Manager before any court or
               governmental agency that would in any material way affect
               Manager's ability to perform this Agreement, other than
               litigation disclosed in filings by Manager with the Securities
               and Exchange Commission. Manager warrants that no litigation so
               disclosed in any material way affects or will affect Lakes'
               ability to perform under the Agreements.

10.3.4         Certifications. The certifications contained in the Respondent
               Certifications attached as Exhibit H to Manager's Proposal (the "

<PAGE>   51

               Certificate") are true and correct as to Manager and as to all
               Insiders of Manager, as if each such Insider were the
               "undersigned respondent" on such Certificate.

10.4      Manager Covenants. Manager covenants and agrees as follows:

10.4.1         Noninterference in Band Affairs. Manager agrees not to interfere
               in or attempt to wrongfully influence the internal affairs or
               government decisions of the Band government by offering cash
               incentives, by making written or oral threats to the personal or
               financial status of any person, or by any other action, except
               for actions in the normal course of business of Manager that
               relate to the Enterprise. For the purposes of this ss.10.4.1, if
               any such undue interference in Band affairs is alleged by the
               Pokagon Council and the NIGC finds that Manager has unduly
               interfered with the internal affairs of the Band government and
               has not taken sufficient action to cure and prevent such
               interference, that finding of interference shall be grounds for
               termination of the Agreement. Manager shall be entitled to
               immediate written notice and a complete copy of any such
               complaint to the NIGC.

10.4.2         Prohibition of Payments to Members of Band Government. Manager
               represents and warrants that no payments have been or will be
               made by Manager or any Affiliate or Insider of Manger to any
               Member of the Band Government, any Band official, any Relative of
               a Member of Band Government or Band official, any Band Government
               employee, any agent of the Band, or any entity known by Manager
               to be associated with any such person, for the purpose of
               obtaining any special privilege, gain, advantage or
               consideration.

10.4.3         Prohibition of Hiring Members of Band Government. No Member of
               the Band Government, Band official, Relative of a Member of the
               Band Government or Band official or employee of the Band
               Government may be employed at the Enterprise without a written
               waiver of this ss.10.4.3 by the Band. For this purpose, the Band
               will identify all such persons to Manager in a writing and take
               reasonable steps to keep the list current; Manager shall not be
               held responsible if any person not on such written list is
               employed.

10.4.4         Prohibition of Financial Interest in Enterprise. No Member of the
               Band Government or Relative of a Member of the Band Government
               shall have a direct or indirect financial interest in the
               Enterprise greater than the interest of any other member of the
               Band; provided, however,


<PAGE>   52

               nothing in this subsection shall restrict the ability of a Band
               member to purchase or hold stock in Manager where (i) such stock
               is publicly held and (ii) the Band member acquires less than 5%
               of the outstanding stock in the corporation.

10.4.5         No Amendment. Manager shall not act in any way whatsoever,
               directly or indirectly, to cause this Agreement to be amended,
               modified, canceled, or terminated, except pursuant to its express
               terms or with the consent of the Band.

10.4.6         CRC. CRC shall not during the Term of the Management Agreement
               (a) be directly or indirectly affiliated with Manager or the
               Facility, whether as joint venturer or otherwise, (b) be employed
               by Manager or, to the knowledge of Manager, any entity having any
               contractual relationship with Manager, with regard to the
               Facility, or (c) directly or indirectly receive any payment or
               anything of value from Manager from or out of the Management Fee
               or any other payment made to Manager by the Band or the Facility.
               Manager agrees to indemnify the Band and its members and hold
               them harmless against all loss, liability and expense relating to
               claims, of whatever kind or nature, of CRC against any one or
               more of them. The Band consents to the execution and delivery by
               Manager of a certain Conditional Release and Termination
               Agreement between Lakes and CRC dated May 20, 1999, as amended by
               Amendment dated on or about July 7, 1999, true copies of which
               are attached as Exhibit F, provided that CRC executes and
               delivers to the Band and its members a general release in the
               form attached as Exhibit G. Manager warrants that it has no
               agreements or understandings with CRC in any way related to the
               Band or the Enterprise other than as set forth in Exhibit F. The
               Band further agrees that Manager may hold stock of CRC as
               collateral for Manager's guarantee of a loan to a third party,
               provided that on default it proceeds to liquidate such collateral
               in a reasonably prompt and orderly manner, and that Lyle Berman
               may continue to hold approximately 350,000 shares of CRC so long
               as he plays no role in the management of, and does not sit on,
               the board of directors of CRC.

10.5      No Liens. Subject to the exceptions stated in ss. 10.6, the Band
          specifically warrants and represents to Manager that during the term
          of this Agreement the Band shall not act in any way whatsoever, either
          directly or indirectly, to cause any person or entity to become an
          encumbrancer or lienholder of the Gaming Site or the Facility. Manager
          specifically warrants and represents to the Band that during the term
          of this Agreement Manager shall not act in any way,


<PAGE>   53

          directly or indirectly, to cause any person or entity to become an
          encumbrancer or lienholder of the Gaming Site or the Facility, or to
          obtain any interest in this Agreement without the prior written
          consent of the Band, and, where applicable, the United States. The
          Band and Manager shall keep the Facility and Gaming Site free and
          clear of all enforceable mechanics' and other enforceable liens
          resulting from the construction of the Facility and all other
          enforceable liens which may attach to the Facility or the Gaming Site,
          which shall at all times remain the property of the United States in
          trust for the Band.

10.6      Permitted Liens. The Band shall have the right to grant the following
          liens and security interests pertaining to the Enterprise and the
          Facility:

10.6.1         The purchase money security interest in Furnishings and Equipment
               granted to the Equipment Lender to secure the Equipment Loan;

10.6.2         Security interests in Facility or Enterprise revenues,
               subordinate to the right of Manager to receive payment of
               Management Fees and payments on the Lakes Development Loan;

10.6.3         Security interests in Facility or Enterprise assets, as provided
               in ss.9.2.4(ii) of the Development Agreement; and

10.6.4         Other liens and security interests in assets of the Facility and
               Enterprise with the written consent of Manager and the Bank
               Lender, which consent will not be unreasonably withheld.

10.7      Authority to Execute and Perform Agreement. The Band and Manager
          represent and warrant to each other that they each have full power and
          authority to execute this Agreement and to be bound by and perform the
          terms hereof. On request, each party shall furnish the other evidence
          of such authority.

10.8      Brokerage. Manager and the Band represent and warrant to each other
          that neither has sought the services of a broker, finder or agent in
          this transaction, and neither has employed, nor authorized, any other
          person to act in such capacity. Manager and the Band each hereby
          agrees to indemnify and hold the other harmless from and against any
          and all claims, loss, liability, damage or expenses (including
          reasonable attorneys' fees) suffered or incurred by the other party as
          a result of a claim brought by a person or entity engaged or claiming
          to be engaged as a finder, broker or agent by the indemnifying party;
          subject, as to Manager's relations with CRC, to the provisions of ss.
          10.4.6.
<PAGE>   54

11        DEFAULT

11.1      Events of Default by the Band. Each of the following shall be an event
          of default by the Band under this Agreement ("Band Event of Default"):

11.1.1         The Band shall commit a Material Breach of any of the Band's
               obligations under this Agreement, subject to the rights to cure
               provided in this Agreement.

11.1.2         Any of the representations and warranties made by the Band in ss.
               10.1 of this Agreement were not true when made or would not be
               true if made on the date such performance would otherwise be due.

11.1.3         The Band violates the provisions of ss.9.1 of this Agreement,
               subject to notice and right to cure.

11.1.4         The Band commits any Material Breach of the Development Agreement
               which is not cured within any applicable cure period.

               If any Band Event of Default occurs, Manager may, upon written
               notice to Band, exercise the rights and remedies available to
               Manager provided in this Agreement; provided, however, that all
               such rights and remedies shall be Limited Recourse.

11.2      Events of Default by Manager. Each of the following shall be an event
          of default by Manager under this Agreement ("Manager Event of
          Default"):

11.2.1         Any Minimum Guaranteed Monthly Payment, Monthly Distribution
               Payment or other payment due the Band under this Agreement is not
               paid within ten (10) days after its due date.

11.2.2         Manager shall commit any other Material Breach of any of
               Manager's obligations under this Agreement.

11.2.3         Any representation or warranty that Manager has made under this
               Agreement shall prove to have been untrue when made or would not
               be true if made on the date such performance would otherwise be
               due.

11.2.4         Manager violates the provisions of Article 9 of this Agreement
               applicable to Manager, subject to rights of notice and cure to
               the extent provided in that Article.

<PAGE>   55

11.2.5         Manager commits any Material Breach of the Development Agreement
               which is not cured within any applicable cure period.

11.2.6         NIGC Disapproval occurs.

11.2.7         Manager violates Legal Requirements in the management of the
               Enterprise, including without limitation the Band Gaming
               Ordinance, and such violation is not cured within (i) thirty (30)
               days after notice, as to the Band Gaming Ordinance or any other
               gaming laws or regulations, or (ii) within a reasonable period,
               not to exceed 90 days, as to any other Legal Requirements.

               If any Manager Event of Default occurs, the Band may, upon
               written notice to Manager, exercise the rights and remedies
               available to the Band provided in this Agreement.

11.3      Material Breach; Right to Cure. Neither party may terminate this
          Agreement or recover damages on grounds of Material Breach unless it
          has provided written notice to the other party of its intention to
          terminate this Agreement or seek damages or other remedies. During the
          30 day period after the receipt of the notice to terminate (as to
          defaults which can be cured within 30 days) or the 90 day period after
          such receipt (as to defaults which cannot be cured within 30 days),
          whichever is applicable, either party may submit the matter to
          arbitration under the dispute resolution provisions of this Agreement
          set forth at Article 13. The discontinuance or correction of a
          Material Breach shall constitute a cure thereof.

12        TERMINATION

12.1      Voluntary Termination. This Agreement may be terminated by mutual
          written consent.

12.2      Termination if No NIGC Approval. The Band and Manager may each
          unilaterally terminate the Agreements by written notice if NIGC
          Approval has not occurred within five years after execution of the
          Agreements.

12.3      Manager Right to Terminate on Band Event of Default. Manager shall be
          entitled to terminate the Agreements (i) upon a Band Event of Default
          or (ii) as specifically provided in the Agreements, subject to right
          to cure and arbitration as provided in this Agreement.

12.4      Band Right to Terminate on Manager Event of Default. The Band shall be

<PAGE>   56

          entitled to terminate the Agreements (i) upon a Manager Event of
          Default or (ii) as specifically provided in the Agreements, subject to
          right to cure and arbitration as provided in this Agreement.

12.5      Band Right to Terminate for Material Adverse Change. Prior to the
          Commencement Date, the Band shall be entitled to terminate the
          Agreements in the event of a Material Adverse Change; provided that
          the following procedures shall apply:

                    i.        Manager shall notify the Band in the event of any
                              Material Adverse Change.

                    ii.       Manager shall send to the Band copies of all
                              filings by Manager with the Securities and
                              Exchange Commission under Forms 8K, 10Q and 10K;
                              shall furnish the Band with copies of such other
                              SEC filings that the Band may request; and shall
                              furnish the Band with such other information
                              concerning a Material Adverse Change as the Band
                              may reasonably request.

                    iii.      If the Band believes that a Material Adverse
                              Change has occurred, the Band shall so notify
                              Manager in writing and shall request specified
                              further assurances of Manager's continued ability
                              to perform under the Agreements.

                    iv.       Within thirty (30) days after that notification
                              Manager shall admit or deny the alleged Material
                              Adverse Change, giving the specific basis for its
                              response; shall state whether it agrees to provide
                              the requested further assurances; if it agrees to
                              provide the requested further assurances, shall
                              tender its performance in that regard; and, if it
                              admits a Material Adverse Change but disputes the
                              requested further assurances, shall tender such
                              further assurances as it deems sufficient to
                              ensure its continued ability to perform under the
                              Agreements.

                    v.        If Manager denies the Material Adverse Change or
                              disputes that the requested further assurances are
                              reasonably required to assure the Band of
                              Manager's continued ability to perform under the
                              Agreements, those issues shall be submitted to
                              arbitration. The arbitrator shall determine
                              whether (A) a Material Adverse Change has
                              occurred; (B) the requested further assurances are
                              reasonably required to assure the Band of
                              Manager's continued ability to perform under the
                              Agreements; and (C) if a Material Adverse

<PAGE>   57

                              Change has occurred but the requested further
                              assurances are not reasonably required to so
                              assure the Band, what further assurances must be
                              provided by Manager to reasonably assure the Band
                              of Manager's continued ability to perform under
                              the Agreements. Any further assurances required
                              under the arbitrator's award must be furnished by
                              Manager within thirty (30) days after entry of the
                              award.

                    vi.       If Manager admits the Material Adverse Change but
                              does not furnish further assurances, or if Manager
                              does not timely provide further assurances
                              pursuant to an arbitrator's award, the Band may
                              terminate the Agreements by written notice to
                              Manager.

                    vi.       Manager and the Band agree that the continuing
                              ability of Manager to make the payments and
                              advances provided under this Agreement, and to
                              ensure the Band can obtain the Loans to develop,
                              construct, equip and operate the Facility provided
                              in this Agreement, is an essential part of the
                              consideration for which the Band bargained in
                              entering into the Agreements.

12.6      Termination if Manager License Withdrawn or on Conviction. The Band
          may also terminate this Agreement immediately where Manager has had
          its gaming license withdrawn in any jurisdiction by final
          administrative action (the finality of which shall be determined
          without regard to pending or possible judicial review or appeal), or
          if Manager, or an Insider of Manager, has been convicted of a criminal
          (i) felony or (ii) misdemeanor offense involving gaming, fraud or
          moral turpitude; provided, however, the Band may not terminate this
          Agreement based on a director or officer's conviction where Manager
          terminates such individual within ten (10) days after receiving notice
          of the conviction.

12.7      Termination on Buy-Out. This Agreement shall terminate if the Band
          exercises its option to buy out the Agreement in accordance with ss.8.

12.8      Involuntary Termination Due to Changes in Legal Requirements. It is
          the understanding and intention of the parties that the development,
          construction and operation of the Enterprise shall conform to and
          comply with all Legal Requirements. If during the term of this
          Agreement, the Enterprise or any material aspect of Gaming at the
          Gaming Site is determined by the Congress of the United States,
          Department of the Interior of the United States of America, the NIGC,
          or the judgment of a court of competent jurisdiction (after expiration
          of the time within which appeals must be filed or completion of
          appeals, if any) to be unlawful under federal law, the obligations of
          the parties hereto shall

<PAGE>   58

          cease and the Agreements shall be of no further force and effect as of
          the date of such determination; subject, however, to the following
          provisions as to damages:

                  i.       If the date of such determination is prior to the
                           Commencement Date, Manager shall be entitled to
                           damages as provided in ss. 14.4 of the Development
                           Agreement with regard to failure to obtain NIGC
                           Approval.

                  ii.      If the date of such determination is after the
                           Commencement Date:

                                    (A) The Band shall retain all fees and
                           Monthly Payments previously paid or advanced to it
                           pursuant to the Agreements, as well as all Tribal
                           Distributions and Non-Gaming Lands, the Gaming Site
                           and any other property transferred into trust;

                                    (B) Any money loaned to the Band by or
                           guaranteed by Manager, or owed to Manager as subrogee
                           (to the extent Manager has paid under such
                           guarantees) shall be repaid to Manager in accordance
                           with the Limited Recourse terms of the Lakes Note and
                           the Development Agreement;

                                    (C) The Band shall retain its interest in
                           the title (and any lease) to all Enterprise assets,
                           including the Gross Revenues, the Gaming Site and any
                           fixtures, supplies and equipment, subject to the
                           purchase money security interest in equipment
                           securing the Equipment Loan, Lakes' security interest
                           in the Dominion Account (until all obligations of the
                           Band to Lakes secured by that account are paid in
                           full, to the extent provided in ss. 9.2.1(x) of the
                           Development Agreement), and any other liens granted
                           in accordance with the Development Agreement; and

                                    (D) Any Net Revenues accruing through the
                           date of termination shall be distributed in
                           accordance with Article 5 of this Agreement.

12.9      Upon termination of this Agreement any claim of Manager against the
          Band, or of the Band against the Manager, shall be subject to their
          respective rights of recoupment and setoff, if any.

<PAGE>   59

13        DISPUTE RESOLUTION; LIQUIDATED DAMAGES

13.1      Band's Waiver of Sovereign Immunity and Consent to Suit. The Band
          expressly waives its sovereign immunity from suit for the purpose of
          permitting or compelling arbitration as provided in this Article 13
          and consents to be sued in the United States District Court for the
          District in which the Gaming Site is located (or, if the Gaming Site
          has not been designated, for the Western District of Michigan -
          Southern Division), the United States Court of Appeals for the Sixth
          Circuit, and the United States Supreme Court for the purpose of
          compelling arbitration or enforcing any arbitration award or judgment
          arising out of this Agreement, the Transition Loan Note, the Lakes
          Note, the Non-Gaming Land Acquisition Line of Credit, the Development
          Agreement, any mortgages granted to Manager securing the Lakes Note or
          the Non-Gaming Land Acquisition Line of Credit, the Dominion Agreement
          or other obligations between the parties. If the United States
          District Court lacks jurisdiction, the Band consents to be sued in the
          Michigan State Court system. The Band waives any requirement of
          exhaustion of tribal remedies. Without in any way limiting the
          generality of the foregoing, the Band expressly authorizes any
          governmental authorities who have the right and duty under applicable
          law to take any action authorized or ordered by any such court, and to
          take such action, including without limitation, repossessing or
          foreclosing on any real property not in trust and or on equipment
          subject to a security interest, or on the Dominion Account, or
          otherwise giving effect to any judgment entered; provided, however,
          that liability of the Band under any judgment shall always be Limited
          Recourse, and in no instance shall any enforcement of any kind
          whatsoever be allowed against any assets of the Band other than the
          limited assets of the Band specified in ss. 13.3.1 below. The Band
          appoints the Chairman of the Pokagon Council and the Secretary of the
          Pokagon Council as its agents for service of all process under or
          relating to the Agreements. The Band agrees that service in hand or by
          certified mail, return receipt requested, shall be effective for all
          purposes under or relating to the Agreements if served on such agents.

13.2      Arbitration. All disputes, controversies or claims arising out of or
          relating to this Agreement or other obligations between Manager and
          the Band shall be settled by binding arbitration in accordance with
          the Commercial Arbitration Rules of the American Arbitration
          Association in effect on the date demand for arbitration is made, and
          the Federal Arbitration Act. The parties agree that binding
          arbitration shall be the sole remedy as to all disputes arising out of
          this Agreement, except for disputes requiring injunctive or
          declaratory relief.

13.2.1         Choice of Law. In determining any matter the Arbitrator(s) shall

<PAGE>   60

               apply the terms of this Agreement, without adding to, modifying
               or changing the terms in any respect, and shall apply Michigan
               law.

13.2.2         Place of Hearing. All arbitration hearings shall be held at a
               place designated by the arbitrator(s) in Kalamazoo, Michigan or
               at such other place agreed to by the parties.

13.2.3         Confidentiality. The parties and the arbitrator(s) shall maintain
               strict confidentiality with respect to the arbitration.

13.3      Limitation of Actions. The Band's waiver of immunity from suit is
          specifically limited to the following actions and judicial remedies:


13.3.1         Damages. The enforcement of an award of money and/or damages by
               arbitration; provided that the award of any arbitrator and/or
               court must be Limited Recourse, and no arbitrator or court shall
               have authority or jurisdiction to order execution against any
               assets or revenues of the Band except (A) undistributed or future
               Net Revenues of the Enterprise; (B) as to the Equipment Loan, the
               Furnishings and Equipment securing that Loan; (C) as to the
               Transition Loan and the Non-Gaming Acquisition Line of Credit, if
               the Commencement Date does not occur, Subsequent Gaming Facility
               Revenues to the extent provided in this Agreement; (D) as to the
               Lakes Note and the Non-Gaming Acquisition Line of Credit,
               mortgages on the Gaming Site and Non-Gaming Lands prior to their
               transfer into trust; and (E) after the Commencement Date occurs,
               funds on deposit in the Dominion Account to the extent provided
               in ss.9.2.1(x) of the Development Agreement and the Dominion
               Agreement, or in any other dominion agreement executed by the
               Band. In no instance shall any enforcement of any kind whatsoever
               be allowed against any assets of the Band other than the limited
               assets of the Band specified in this subsection.

13.3.2         Consents and Approvals. The enforcement of a determination by an
               arbitrator that the Band's consent or approval has been
               unreasonably withheld contrary to the terms of this Agreement.

13.3.3         Injunctive Relief and Specific Performance. The enforcement of a
               determination by an arbitrator that prohibits the Band from
               taking any action that would prevent Manager from performing its
               obligations pursuant to the terms of this Agreement, or that
               requires the Band to specifically perform any obligation under
               this Agreement; provided, however, that any injunction against
               the Band shall be Limited

<PAGE>   61

               Recourse; shall not mandate, preclude or affect payment of any
               funds of the Band other than undistributed or future Net Revenues
               of the Enterprise or funds in the Dominion Account; and shall not
               relate to any asset of the Band other than the Enterprise.

13.3.4         Action to Compel Arbitration. An action to compel arbitration
               pursuant to this Article 13.

13.4      Damages on Termination for Failure to Obtain NIGC Approval. In the
          event of termination of this Agreement under ss.12.2 because NIGC
          Approval has not been obtained within five years after execution of
          the Agreements, the Band shall be responsible for damages as provided
          in ss. 14.4 of the Development Agreement but shall not be liable for
          additional damages under this Agreement.

13.5      Liquidated Damages and Limitations on Remedies. The following
          liquidated damages and limitations on remedies apply under this
          Agreement, in addition to those provided elsewhere in this Agreement
          as to claims and remedies against the Band:

13.5.1         Liquidated Damages Payable by Manager. In the event of a Manager
               Event of Default prior to the Commencement Date, after such
               notice and right to cure as may be provided in this Agreement,
               Manager shall pay liquidated damages as provided in ss. 14.5(i)
               of the Development Agreement and shall not be liable for
               additional damages under this Agreement.

13.5.2         Liquidated Damages Payable by the Band. In the event of a Band
               Event of Default prior to the Commencement Date, after such
               notice and right to cure as may be provided in this Agreement,
               the Band shall pay liquidated damages as provided in ss. 14.5(ii)
               of the Development Agreement and shall not be liable for
               additional damages under this Agreement.

13.6      Manager Continuing Obligations. Nothing in this Article shall affect
          or impair Manager's continuing obligations under ss.ss. 9.3
          (non-competition) and 18.15 (confidentiality) of this Agreement, all
          of which shall remain enforceable for the following terms,
          notwithstanding the termination of the Agreements and payment of
          liquidated or other damages: (i) as to ss. 9.3, the greater of five
          years after execution of the Agreements or one year after termination;
          and (ii) as to ss. 18.15, the greater of five years after execution of
          the Agreements or two years after termination.
<PAGE>   62

13.7      Termination of Exclusivity. Section 9.1 (Exclusivity in Michigan) of
          this Agreement shall terminate upon any termination of the Agreements,
          notwithstanding any breach of the Agreements by the Band.

13.8      Remedies. In consideration of the agreement to liquidated damages to
          the extent provided above, the Band and Manager each waive the right
          to actual, consequential, exemplary or punitive damages to the extent
          that liquidated damages are applicable to a default, but shall retain
          the right to injunctive relief (i) prior to termination of the
          Agreements, to enforce rights and remedies thereunder, subject to the
          Limited Recourse provisions of this Agreement as to the Band and the
          Band's limited waiver of sovereign immunity; and (ii) after
          termination, to the extent that provisions of this Agreement
          specifically survive such termination, subject to such Limited
          Recourse provisions and limited waiver. The injured party shall, where
          liquidated damages are not applicable and damages or remedies are not
          otherwise specified, be entitled to such damages as it may be entitled
          to under applicable law, subject to such Limited Recourse provisions
          and limited waiver of the Band's sovereign immunity (which shall apply
          to all claims against the Band under or relating to the Agreements, in
          addition to all Loans).

13.9      Band Injunctive Relief. Manager and Band acknowledge and agree that
          termination of this Agreement and payment of damages may not be a
          sufficient or appropriate remedy for breach by the Manager, and
          further agree that the Band shall, upon breach of this Agreement by
          the Manager, have the right to pursue such remedies (in addition to
          termination) at law or equity as it determines are best able to
          compensate it for such breach, including specifically actions to
          require payment of the Minimum Guaranteed Monthly payment and the
          Monthly Distribution Payment. The Manager specifically acknowledges
          and agrees that there will be irreparable harm to the Band and that
          damages will be difficult to determine if a Manager Event of Default
          occurs, and the Manager therefor further acknowledges that an
          injunction and/or other equitable relief will be an appropriate remedy
          for any such breach.

13.10     No Setoff Against Payments to Band. The Band's right to payment of the
          Minimum Guaranteed Monthly Payments and the Monthly Distribution
          Payments until termination shall be absolute and not subject to setoff
          or recoupment.

13.11     Indemnification on Termination. In the event of termination, (i)
          Manager shall indemnify and hold the Band harmless against all loss,
          liability, damage and expense from or arising out of any acts or
          omissions of Manager prior to

<PAGE>   63
          termination in violation of, or beyond the scope of its authority
          under, this Agreement; and (ii) the Band shall indemnify and hold
          Manager harmless against all loss, liability, damage and expense from
          or arising out of any acts of Manager prior to termination pursuant to
          and in accordance with the terms of this Agreement. This covenant
          shall survive any termination.

13.12     Fees not Damages. In no event shall fees or other non-refundable
          payments made by Manager to Band, or Tribal Distributions, constitute
          damages to Manager or be repayable by the Band.

13.13     Undistributed Net Revenues. If on termination the Enterprise has
          accrued Net Revenues which have not been distributed under ss. 5 of
          this Agreement, Manager shall receive that Management Fee equal to the
          Management Fee it would have received for the period prior to
          termination had the distribution occurred during the term of the
          Management Agreement, subject to the Band's right of setoff and
          recoupment.

14        CONSENTS AND APPROVALS

14.1      Band. Where approval or consent or other action of the Band is
          required, such approval shall mean the written approval of the Pokagon
          Council evidenced by a resolution thereof, certified by a Band
          official as having been duly adopted, or such other person or entity
          designated by resolution of the Pokagon Council. Any such approval,
          consent or action shall not be unreasonably withheld or delayed;
          provided that the foregoing does not apply where a specific provision
          of this Agreement allows the Band an absolute or unilateral right to
          deny approval or consent or withhold action.

14.2      Manager. Where approval or consent or other action of Manager is
          required, such approval shall mean the written approval of the
          Managing Officer. Any such approval, consent or other action shall not
          be unreasonably withheld or delayed.

14.3      Business Board. Where approval or consent or other action of the
          Business Board is required, any such approval, consent or other action
          shall not be unreasonably delayed.

15        DISCLOSURES

15.1      Shareholders and Directors. Manager warrants that on the date of this
          Agreement its Affiliates, directors, officers and shareholders owning
          five percent (5%) or more of the stock of Manager are those listed on
          EXHIBIT A.
<PAGE>   64

15.2      Warranties. Manager further warrants and represents as follows:

15.2.1         No officer, director or individual owner of five percent (5%) or
               more of the stock of Manager or any Affiliate of Manager has been
               arrested, indicted for, convicted of, or pleaded nolo contendere
               to any felony or any gaming offense, or had any association with
               individuals or entities known to be connected with organized
               crime, except, as to Lyle Berman, an arrest prior to 1980 for a
               gaming offense that did not result in a conviction; and

15.2.2         No person or entity listed on EXHIBIT A to this Agreement,
               including any officers and directors of Manager, has been
               arrested, indicted for, convicted of, or pleaded nolo contendere
               to any felony or any gaming offense, or had any association with
               individuals or entities known to be connected with organized
               crime, except, as to Lyle Berman, an arrest prior to 1980 for a
               gaming offense that did not result in a conviction.

15.2.3         Manager agrees that all of its directors and officers and any
               individual owners of five percent (5%) or more of the stock of
               Manager (whether or not involved in the Enterprise), shall:

15.2.3.1             consent to background investigations to be conducted by the
               Band, the State, the Federal Bureau of Investigation (the "FBI")
               or any law enforcement authority to the extent required by the
               IGRA and the Compact;

15.2.3.2             be subject to licensing requirements in accordance with
               Band law and this Agreement;

15.2.3.3             consent to a background, criminal and credit investigation
               to be conducted by or for the NIGC, if required;

15.2.3.4             consent to a financial and credit investigation to be
               conducted by a credit reporting or investigation agency at the
               request of the Band;

15.2.3.5             cooperate fully with such investigations; and

15.2.3.6             disclose any information requested by the Band which would
               facilitate the background and financial investigation.

         Any materially false or deceptive disclosures or failure to cooperate
fully with

<PAGE>   65

such investigations by an employee of Manager or an employee of the Band shall
result in the immediate dismissal of such employee. The results of any such
investigation may be disclosed by the Band to federal officials and to such
other regulatory authorities as required by law.

15.3      Disclosure Amendments. Manager agrees that whenever there is any
          material change in the information disclosed pursuant to this Article
          15 it shall notify the Band of such change not later than thirty (30)
          days following the change or within ten days after it becomes aware of
          such change, whichever is later. The Band shall, in turn, provide the
          Secretary of the Interior and/or the NIGC (whichever is applicable)
          copies of any such notifications. All of the warranties and agreements
          contained in this Article 15 shall apply to any person or entity who
          would be listed in this Article 15 as a result of such changes.

15.4      Breach of Manager's Warranties and Agreements. The material breach of
          any warranty or agreement of Manager contained in this Article 15
          shall be grounds for immediate termination of this Agreement; provided
          that (a) if a breach of the warranties contained in ss.ss. 15.2.2 or
          15.2.3 is discovered, and such breach was not disclosed by any
          background check conducted by the FBI as part of the BIA or other
          federal approval of this Agreement, or was discovered by the FBI
          investigation but all officers and directors of Manager sign sworn
          affidavits that they had no knowledge of such breach, then Manager
          shall have thirty (30) days after notice from the Band to terminate
          the interest of the offending person or entity and if such termination
          takes place, this Agreement shall remain in full force and effect; and
          (b) if a breach relates to a failure to update changes in financial
          position or additional gaming related activities, then Manager shall
          have thirty (30) days after notice from the Band to cure such default
          prior to termination.

16        NO PRESENT LIEN, LEASE OR JOINT VENTURE.

          The parties agree and expressly warrant that neither the Management
Agreement nor any exhibit thereto is a mortgage or lease and, consequently, does
not convey any present interest whatsoever in the Facility or the Gaming Site,
nor any proprietary interest in the Enterprise itself; except, with regard to
the Dominion Account, the security interest created by the Dominion Agreement.
The parties further agree and acknowledge that it is not their intent, and that
this Agreement shall not be construed, to create a joint venture between the
Band and Manager; rather, Manager shall be deemed to be an independent
contractor for all purposes hereunder.

17        CONCLUSION OF THE MANAGEMENT TERM.
<PAGE>   66

         Upon the conclusion or the termination of this Agreement, Manager shall
take reasonable steps for the orderly transition of management of the Enterprise
to the Band or its designee pursuant to a transition plan; such transition
period shall be for a reasonable period but not less than sixty days. Manager
shall cooperate fully with the Band in that regard. No later than four months
before the expiration of the Term of this Agreement, Manager shall submit to the
Business Board and the Band a transition plan which shall be sufficient to allow
the Band to operate the Enterprise and provide for the orderly transition of the
management of the Enterprise.

18        MISCELLANEOUS

18.1      Situs of the Contracts. This Agreement, as well as all contracts
          entered into between the Band and any person or any entity providing
          services to the Enterprise, shall be deemed entered into in Michigan,
          and shall be subject to all Legal Requirements of the Band and federal
          law as well as approval by the Secretary of the Interior where
          required by 25 U.S.C.ss.81 or by the Chairman of the NIGC where
          required by the IGRA.

18.2      Notice. Any notice required to be given pursuant to this Agreement
          shall be delivered to the appropriate party by Certified Mail Return
          Receipt Requested, or by overnight mail or courier service to the
          following addresses:

                  If to the Band:

                  Pokagon Band of Potawatomi Indians
                  53237 Townhall Road
                  Dowagiac, MI 49047
                  Attn:  Chairman, Tribal Council

                  with a copy to:

                  Daniel Amory, Esq.
                  Drummond Woodsum & MacMahon
                  P.O. Box 9781
                  Portland, ME 04104-5081

                  and to:

                  Robert Gips, Esq.
                  Gips and Associates
                  71 Myrtle Avenue, Suite 2000


<PAGE>   67

                  South Portland, ME 04106

                  If to Manager:

                  Lakes Gaming, Inc.
                  130 Cheshire Lane
                  Minnetonka, MN 55305

                  with a copy to:

                  Douglas S. Twait, Esq.
                  Johnson Hamilton Quigley Twait & Foley, PLC
                  First National Bank Building
                  Suite W1450
                  332 Minnesota Street
                  Saint Paul, MN 55101-1314





                  and to:

                  Brian J. Klein, Esq.
                  Maslon Edelman Borman & Brand, LLP
                  3300 Norwest Center
                  90 South Seventh Street
                  Minneapolis, MN 55402

          or to such other different address(es) as Manager or the Band may
          specify in writing. Any such notice shall be deemed given three days
          following deposit in the United States mail, one day following
          delivery to a courier service or upon actual delivery, whichever first
          occurs.

18.3      Relationship. Manager and the Band shall not be construed as joint
          venturers or partners of each other by reason of this Agreement and
          neither shall have the power to bind or obligate the other except as
          set forth in this Agreement.

18.4      Further Actions. The Band and Manager agree to execute all contracts,
          agreements and documents and to take all actions reasonably necessary
          to comply with the provisions of this Agreement and the intent hereof.
<PAGE>   68

18.5      Waivers. No failure or delay by Manager or the Band to insist upon the
          strict performance of any covenant, agreement, term or condition of
          this Agreement, or to exercise any right or remedy consequent upon the
          breach thereof, shall constitute a waiver of any such breach or any
          subsequent breach of such covenant, agreement, term or condition. No
          covenant, agreement, term, or condition of this Agreement and no
          breach thereof shall be waived, altered or modified except by written
          instrument. No wavier of any breach shall affect or alter this
          Agreement, but each and every covenant, agreement, term and condition
          of this Agreement shall continue in full force and effect with respect
          to any other then existing or subsequent breach thereof.

18.6      Captions. The captions for each section and subsection are intended
          for convenience only.

18.7      Severability. If any provision, or any portion of any provision, of
          this Agreement is found to be invalid or unenforceable, such
          unenforceable provision, or unenforceable portion of such provision,
          shall be deemed severed from the remainder of this Agreement and shall
          not cause the invalidity or unenforceability of the remainder of this
          Agreement. If any provision, or any portion of any provision, of this
          Agreement is deemed invalid due to its scope or breadth, such
          provision shall be deemed valid to the extent of the scope or breadth
          permitted by law.

18.8      Advances. Except as otherwise provided in the Agreements, any amounts
          advanced by Manager or the Band related to the operation of the
          Enterprise shall accrue interest at the Band Interest Rate and shall
          be treated according to GAAP.

18.9      Third Party Beneficiary. This Agreement is exclusively for the benefit
          of the parties hereto and it may not be enforced by any party other
          than the parties to this Agreement and shall not give rise to
          liability to any third party other than the authorized successors and
          assigns of the parties hereto as such are authorized by this
          Agreement.

18.10     Survival of Covenants. Any covenant, term or provision of this
          Agreement which, in order to be effective, must survive the
          termination of this Agreement, shall survive any such termination.

18.11     Estoppel Certificate. Manager and the Band agree to furnish to the
          other party, from time to time upon request, an estoppel certificate
          in such reasonable form as the requesting party may request stating
          whether there have been any defaults under this Agreement known to the
          party furnishing the estoppel
<PAGE>   69

          certificate and such other information relating to the Enterprise as
          may be reasonably requested.

18.12     Periods of Time; Time of Essence. Whenever any determination is to be
          made or action is to be taken on a date specified in this Agreement,
          if such date shall fall on a Saturday, Sunday or legal holiday under
          the laws of the Band or the State of Michigan, then in such event said
          date shall be extended to the next day which is not a Saturday, Sunday
          or legal holiday. Time is of the essence.

18.13     Exhibits. All exhibits attached hereto are incorporated herein by
          reference and made a part hereof as if fully rewritten or reproduced
          herein.

18.14     Successors and Assigns. The benefits and obligations of this Agreement
          shall inure to and be binding upon the parties hereto and their
          respective permitted successors and assigns.

18.15     Confidential and Proprietary Information. Both parties agree that any
          information received concerning the other party during the performance
          of this Agreement, regarding the parties' organization, financial
          matters, marketing and development plans for the Enterprise, the
          Gaming Site, or other information of a proprietary nature (the
          "Confidential Information") will be treated by both parties in full
          confidence and except as required to allow Manager and the Band to
          perform their respective covenants and obligations hereunder, or in
          response to legal process, and will not be revealed to any other
          persons, firms or organizations. This provision shall survive the
          termination of this Agreement as provided in ss. 13.6. The obligations
          not to use or disclose the Confidential Information shall not apply to
          Confidential Information (a) which has been made previously available
          to the public by the Band or Manager or becomes generally available to
          the public, unless the Confidential Information being made available
          to the public results in a breach of this Agreement; (b) which prior
          to disclosure to the Band or Manager was already rightfully in any
          such persons' possession; (c) which is obtained by the Band or Manager
          from a third party who is lawfully in possession of such Information,
          and not in violation of any contractual, legal or fiduciary obligation
          to the Band or Manager, with respect to such Confidential Information
          and who does not require the Band or Manager to refrain from
          disclosing such Confidential Information to others; or (d) by the
          Band, if such Confidential Information pertains to the Gaming Site or
          the Enterprise, in connection with the Band's development,
          construction and operation of a gaming facility after termination of
          the Agreements.

18.16     Patron Dispute Resolution. Manager shall submit all patron disputes

<PAGE>   70

          concerning play to the Gaming Regulatory Authority pursuant to the
          Band Gaming Ordinance, and the regulations promulgated thereunder.

18.17     Modification. Any change to or modification of this Agreement must be
          in writing signed by both parties hereto and shall be effective only
          upon approval by the Chairman of the NIGC, the date of signature of
          the parties notwithstanding.

18.18     Entire Agreement. This Agreement, including the Schedules and Exhibits
          referred to herein and any documents executed by the parties
          simultaneously herewith, including the Development Agreement, the
          Lakes Note, the Transition Loan Note, the Non-Gaming Acquisition Line
          of Credit, the Control Agreement and the Security Agreement which are
          expressly incorporated herein by reference, constitutes the entire
          understanding and agreement of the parties hereto and supersedes all
          other prior agreements and understandings, written or oral between the
          parties.

18.19     Government Savings Clause. Each of the parties agree to execute,
          deliver and, if necessary, record any and all additional instruments,
          certifications, amendments, modifications and other documents as may
          be required by the United States Department of the Interior, Bureau of
          Indian Affairs, the office of the field Solicitor, the NIGC, or any
          applicable statute, rule or regulation in order to effectuate,
          complete, perfect, continue or preserve the respective rights,
          obligations, liens and interests of the parties hereto to the fullest
          extent permitted by law; provided, that any such additional
          instrument, certification, amendment, modification or other document
          shall not materially change the respective rights, remedies or
          obligations of the Band or Manager under this Agreement or any other
          agreement or document related hereto.

18.20     Preparation of Agreement. This Agreement was drafted and entered into
          after careful review and upon the advice of competent counsel; it
          shall not be construed more strongly for or against either party.

18.21     Consents. Except where expressly indicated that an agreement or
          consent is in the sole or unilateral discretion of a party, no
          agreement or consent under this Agreement shall be unreasonably
          withheld or delayed.

18.22     Execution. This Agreement may be executed in four counterparts, two to
          be retained by each party. Each of the four originals is equally
          valid. This Agreement shall be binding upon both parties when properly
          executed and approved by the Chairman of the NIGC (the "Effective
          Date").

<PAGE>   71

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                      The next page is the signature page.]






<PAGE>   72



          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

The Pokagon Band of Potawatomi Indians       Great Lakes Gaming of Michigan, LLC




By:                                     By:
   ------------------------------          -----------------------------------

Its Council Chairman                    Its:


By:
   ------------------------------
Its Secretary


                                        Approved pursuant to 25 U.S.C.ss.2711

                                        NATIONAL INDIAN GAMING
                                        COMMISSION


                                        By
                                          -------------------------------------
                                        Print name:
                                                   ----------------------------
                                        Its Chairperson