ASSET PURCHASE AGREEMENT
                                  By and Among
                           CORPORATE COMMISSION OF THE
                        MILLE LACS BAND OF OJIBWE INDIANS

                                       and
                           CASINO RESOURCE CORPORATION
                                       and
                           CASINO BUILDING CORPORATION


<PAGE>


                            ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE  AGREEMENT (the  "Agreement") is made and entered into
as of this 29th day of June, 1998, by and among the CORPORATE  COMMISSION OF THE
MILLE LACS BAND OF OJIBWE INDIANS (the "Purchaser"), a corporate body politic of
the Mille Lacs Band of 0jibwe Indians, a federally recognized tribal government,
CASINO  RESOURCE  CORPORATION,  a  Minnesota  corporation  ("CRC"),  and  CASINO
BUILDING CORPORATION, a Minnesota corporation (together CRC and CBC are referred
to as the "Seller").

                                    RECITALS

      A. The Seller is in the business of developing and managing hotels, and on
or about May 20, 1994 completed the  construction of the GRAND HINCKLEY INN (the
"Hinckley Hotel") located in Hinckley, Minnesota pursuant to a Hotel Development
Agreement dated July 23, 1993 between Grand Casinos,  Inc.  ("GCI") and CRC (the
"Hotel Development Agreement").  The Seller currently owns, operates and manages
the Hinckley Hotel (the "Business").

      B. The land upon which the Hinckley Hotel is located is currently owned by
Hinckley  Holding  Company  ("HHC") and the Purchaser  owns, one hundred percent
(100%) of all of the  outstanding  shares of the  capital  stock of HHC.  CBC, a
wholly-owned  subsidiary of CRC, currently leases from HHC the land on which the
Hinckley Hotel is located  pursuant to a Lease dated August 11, 1993 between GCI
and CBC, as amended by that  certain  Amendment  to Ground  Lease dated April 5,
1994 (the "Business Lease"). HHC has succeeded to the interests of GCI under the
Business Lease.

      C. Also pursuant to the Hotel Development  Agreement,  the Purchaser,  the
Seller and GCI entered  into a Marketing  Enhancement  and  Purchase/Put  Option
Agreement  dated August 11, 1993,  as amended by a first  amendment  executed in
September, 1993 and a second amendment executed in October, 1993 (the "Marketing
Agreement"),  for the purpose of enhancing the  Purchaser's and GCI's efforts to
advertise,  market and promote the Grand Casino  Hinckley  gaming  establishment
owned and operated by the  Purchaser  and located on property  situated near the
Hinckley Hotel (the "Casino").

      D. Subject to the terms and conditions  contained in this  Agreement,  the
parties desire that the Purchaser purchase,  and the Seller sell,  substantially
all of the  assets of the  Seller  related  to the  Business.  In  consideration
thereof, the Seller and the Purchaser desire to make the covenants,  conditions,
representations, and warranties provided for herein.

      E. The  parties  have  recently  settled a dispute  which  arose under the
Marketing  Agreement  with  respect  to the  amounts  of  previous  and  current
"Windfall  Payments"  (as that term is defined in the Marketing  Agreement)  the
Seller was required to pay to the Purchaser  (the  "Dispute").  In settlement of
the Dispute,  the  Purchaser  agreed to accept  $100,000 from the Seller in full
satisfaction of the Dispute.  In lieu of a $100,000 cash payment,  the Purchaser
has agreed to a reduction in the previously agreed purchase price for the assets
of the Hinckley Hotel from $5,500,000 to $5,400,000.

                                      (2)
<PAGE>

      NOW,  THEREFORE,  in  consideration  and reliance on the  representations,
warranties, covenants, and agreements contained herein, and subject to the terms
and conditions set forth in this Agreement, the parties agree as follows:

1.    Closing Transactions.

      1.1.  Transfer  of  Assets.   Concurrently  with  die  assumption  of  the
            liabilities  contemplated  by Section 2, at the  Closing (as defined
            below) (i) the Seller  shall  assign,  transfer,  and deliver to the
            Purchaser,  and the Purchaser shall receive from the Seller,  all of
            the Purchased Assets (as defined below), but not the Retained Assets
            (as defined below), which shall be retained by the Seller and not be
            transferred  or conveyed  pursuant to this  Agreement;  and (ii) the
            Purchaser  shall deliver the Closing Cash Purchase Price (as defined
            below) to the Seller as provided in Section 2.2.

      1.2.  Purchased Assets. The "Purchased Assets" means all of the assets and
            property  of the  Seller  (to the extent  such  assets and  property
            exist), real or personal, tangible or intangible,  wherever located,
            used or  useful  in  connection  with the  Hinckley  Hotel as of the
            Closing Date,  other than the Retained  Assets,  including,  without
            limitation,  all of the Seller's right,  title, and interest in, to,
            and under the following:

            (a)   all  inventory of goods held for resale or used in  connection
                  with the Hinckley Hotel (the "Inventory");

            (b)   all advance  deposits paid relative to the Hinckley  Hotel and
                  all  amounts  paid for  gift  certificates  purchased  for the
                  Hinckley Hotel for use after noon on the Closing Date;

            (c)   all  real  property  and  leasehold  interests,  improvements,
                  buildings,  and fixtures  thereon and interests  therein,  any
                  prepaid,  rent,  security  deposits  and  options  to renew or
                  purchase  thereunder,  used or useful in  connection  with the
                  Hinckley  Hotel,  including,   without  limitation,  the  real
                  property and leasehold interests described on Schedule 1.2(c);

            (d)   to the extent  such  items are  located  in,,  on or about the
                  Hinckley Hotel as of the Closing Date, all furniture, fixtures
                  and equipment  ("FF&F")  constituting a part of or utilized in
                  connection with the Hinckley Hotel, including, but not limited
                  to, all beds, mattresses, color television sets, radios, VCRs,
                  chairs, tables, carpeting,  furnishings,  art and decor items,
                  mirrors,  accent pieces,  wall  coverings,  drapes,  curtains,
                  sheets,  blankets,  towels and other  linens,  lamps and light
                  fixtures,   vacuums,  and  other  cleaning  apparatus,  tools,
                  restaurant, bar and banquet equipment,  engineering equipment,
                  carts,  lawn and  gardening  equipment,  material,  cargo  and
                  luggage  handling   equipment,   office  equipment,   computer
                  hardware and software,  telephone systems and telephones, file
                  cabinets, safes, signs, fittings,  machinery, boilers, heating
                  and cooling systems, chinaware,  glassware,  utensils, silver,
                  silverware,  uniforms,  equipment  and  furniture  in storage,
                  tools, appliances, wires and pictures, rugs,

                                      (3)

<PAGE>

                  kitchen equipment,  supplies  including hotel,  restaurant and
                  bar  operating  supplies and cleaning  supplies and  materials
                  whether  in  sealed or broken  packages,  fuel,  and all other
                  hotel  service   equipment  or  other  personal  property  not
                  included in Inventory  required for  operation of the Hinckley
                  Hotel and its components, or any portion of the Hinckley Hotel
                  irrespective  of whether any of said items are owned or leased
                  by Seller all as set forth in Schedule 1.2(d);

            (e)   all   office  and  other   supplies,   tools,   spare   parts,
                  advertising,  and  promotional  materials  used or  useful  in
                  connection with the Hinckley Hotel;

            (f)   all rights of the Seller under or pursuant to all  warranties,
                  representations    and    guaranties    made   by   suppliers,
                  manufacturers  and contractors in connection with the products
                  sold to or services  provided to the Seller,  or affecting any
                  property heretofore described;

            (g)   all common law and  unregistered  trademarks  and  copyrights,
                  logos,   service   marks,   trade   dress,   trade  names  and
                  copyrightable  marketing and other material used in connection
                  with the Hinckley Hotel,  including,  without limitation,  all
                  rights in the name and  servicemark  "Grand Hinckley Inn" (the
                  "Trademarks and Copyrights");

            (h)   all  processes,  formulae,  discoveries,  improvements,  trade
                  secrets, technical information and know-how,  confidential and
                  non-confidential,  which  is  used  or  held  for use by or on
                  behalf of the Seller in  connection  with the Hinckley  Hotel,
                  including, without limitation, all computer software, software
                  licenses,  patterns,  plans,  designs,  research  data,  trade
                  secrets  and  other   proprietary   know-how,   formulae   and
                  manufacturing,  sales,  service or other processes,  operating
                  manuals, drawings, technology, equipment and parts lists (with
                  related   descriptions  and  instructions),   manuals,   data,
                  records, procedures,  product packaging instructions,  product
                  specifications, analytical methods, sources and specifications
                  for raw  materials,  toxicity  and  general  health and safety
                  information,    environmental    compliance   and   regulatory
                  information,  research and development records and reports and
                  other documents  relating to the foregoing,  and all licenses,
                  approvals,  authorizations or other rights to use intellectual
                  property rights of others (collectively, the "Technology");

            (i)   all  rights in and under  agreements  to which the Seller is a
                  party relating to the Hinckley Hotel, instruments,  leases for
                  personal property,  customer contracts,  marketing  agreements
                  and other  agreements  used or useful in  connection  with the
                  Hinckley Hotel, including,  without limitation, the agreements
                  described on Schedule 1.2(i);

            (j)   all    transferable    licenses    and   other    governmental
                  authorizations  used or use or in connection with the Hinckley
                  Hotel,  including,   without  limitation,   the  licenses  and
                  authorizations described on Schedule 1.2 (j);

                                      (4)
<PAGE>

            (k)   all  manufacturer's,  supplier's,  contractor's  and  seller's
                  warranties  made to the Seller in connection with the Hinckley
                  Hotel, or affecting the property,  machinery or equipment used
                  by the Seller at the Hinckley Hotel;

            (l)   blueprints,  instruction manuals, maintenance manuals, reports
                  and similar  documents used or useful in,  connection with the
                  Hinckley Hotel;

            (m)   all  right,  title and  interest  of the  Seller in and to all
                  business information and related books and records used by the
                  Seller in the operation of the Hinckley Hotel, including,  but
                  not limited to, unaudited Balance Sheets and Income Statements
                  prepared for the Hinckley  Hotel,  all daily revenue  activity
                  reports, all general ledger activity reports,  files, computer
                  data,  computer  discs and tapes,  invoices,  credit and sales
                  records,   personnel  records  (subject  to  applicable  law),
                  payroll, current and former customer lists (including customer
                  contracts and  agreements),  current and former supplier lists
                  (including  supplier  cost  information),  manuals,  drawings,
                  business  plans and  other  plans  and  specifications,  sales
                  literature,  current  price lists and  discounts,  promotional
                  signs  and   literature,   marketing   and   sales   programs,
                  manufacturing  and quality  control records and procedures and
                  any other files and records  relating to the  Hinckley  Hotel,
                  whether  or  nor  held  by  the   Seller  or  a  third   party
                  (collectively, the "Business Information"); provided, however,
                  that the Seller shall not have to provide  Purchaser  with any
                  Business  Information  related  to the  Hinckley  Hotel to the
                  extent such Business  Information  has been or is consolidated
                  in the  Seller's  records;  and  provided  further,  that both
                  Seller and Purchaser shall have the right. to request from the
                  other party  access to, and the right to copy,  any  documents
                  and  records  held by the  other  party  which  relate  to the
                  Hinckley   Hotel  (whether  or  not   consolidated)   if  such
                  requesting  party can  demonstrate  to the party  holding such
                  documents and records a legitimate need to have access to such
                  documents or records;

            (n)   all right,  title and  interest in and to all of the  Seller's
                  permits,  licenses,  filings,  authorizations,   approvals  or
                  indicia of authority (and any pending applications  therefor),
                  to operate the Hinckley Hotel as presently operated; and

            (o)   all goodwill of the Seller  arising out of or associated  with
                  the Hinckley Hotel.

      1.3.  Retained Assets. The "Retained Assets" means (i) the Seller's rights
            under this Agreement;  and (ii) the credit card machines  located on
            the premises of the Hinckley Hotel.

2.    Assumption of Liabilities: Purchase Price, Allocations.

      2.1.  Assumption   of   Liabilities.   Only   certain   specified   debts,
            liabilities,  commitments, and obligations incurred by the Seller in
            the ordinary and normal  course of business  shall be assumed by the
            Purchaser as follows:

                                       (5)
<PAGE>

            (a)   Assumed  Liabilities.  At the  Closing,  the  Purchaser  shall
                  assume from the Seller only the "Assumed  Liabilities,"  which
                  shall  consist  solely  of the  operating  obligations  of the
                  Business listed on Schedule  2.1(a).  The Assumed  Liabilities
                  shall at all times  specifically  exclude,  and the  Purchaser
                  shall  specifically not assume or in any way be responsible or
                  liable for and the  Purchased  Assets shall not be subject to,
                  all  indebtedness  for income taxes and borrowed money, or any
                  debts, liabilities, commitments, and obligations not disclosed
                  on Schedule 2.1(a).

            (b)   Liabilities   Not  Assumed.   Except  only  for  those  debts,
                  liabilities,  commitments, and obligations of the Seller which
                  are  expressly  assumed  by the  Purchaser  as of  noon on the
                  Closing  pursuant to Section  2.1(a),  the Purchaser shall not
                  assume, nor shall it be liable or obligated in any way for any
                  debts,  liabilities,  commitments,  and/or  obligations of the
                  Seller of any kind or nature  whatsoever,  whether absolute or
                  contingent,  liquidated  or  unliquidated,  and whether or not
                  accrued,   matured,   known,   or  suspected   (the  "Retained
                  Liabilities").

      2.2.  Purchase Price. In full  consideration  for the Purchased Assets and
            all of the covenants, conditions, representations, and warranties of
            the  Seller,  and in  addition  to  the  assumption  of the  Assumed
            Liabilities  by  the  Purchaser  and  the   covenants,   conditions,
            representations,  and  Warranties  of the  Purchaser,  the Purchaser
            shall pay by wire transfer on the Closing Date an aggregate purchase
            price (the "Purchase  Price") of Five Million Four Hundred  Thousand
            Dollars ($5,400,000) (the "Closing Cash Purchase Price" or the "Cash
            Purchase Price") to Commonwealth  Land Title Insurance  Company (the
            "Escrow  Agent")  which shall act as an escrow agent for the receipt
            and  disbursement  of the Cash  Purchase  Price in  accordance  with
            Section 2.3.

      2.3.  Third Party  Payments.  Seller and Purchaser each hereby appoint the
            Escrow Agent for the purpose of disbursing  the Cash Purchase  Price
            in accordance with the escrow  instruction letter attached hereto as
            Exhibit 2.3, (the "Escrow Instruction Letter"). Seller and Purchaser
            agree  that the Cash  Purchase  Price  shall be  deposited  with the
            Escrow Agent:  for  disbursement  to Seller after deduction has been
            made for payment to certain  third-parties  in  accordance  with the
            Escrow Instruction  Letter,  including,  but not limited to the fall
            payment of and  release  of those  Mortgages  land  other  liens and
            encumbrances  set forth in the  Escrow  Instruction  Letter.  Seller
            shall pay, in accordance with the Escrow Instruction  Letter, all ad
            valorem taxes and special  assessments payable therewith in the year
            of the Closing Date, adjusted and prorated as of noon on the Closing
            Date on a calendar year basis,  such that Seller shall have paid its
            prorated share for the period from and after January 1, 1998 through
            and  including  June  29,  1998.  The  Seller  shall  no  longer  be
            responsible  for any real estate taxes and special  assessments  due
            and payable after noon on the Closing Date.

      2.4.  Closing Adjustments. The following closing adjustments shall be made
            either on the Closing Date or, if the necessary  information  is not
            available on the Closing Date as soon as reasonably  possible  after
            the  information  necessary to calculate them is known,  and the net
            amount of the such closing  adjustments,  unless otherwise set 

                                      (6)

<PAGE>

            forth in this Section 2.4,  shall be paid by the Purchaser by a wire
            transfer to the Seller:

            (a)   Marketing  Enhancement Payment.  Purchaser shall pay to Seller
                  the  "Marketing   Enhancement  Payment"  (as  defined  in  the
                  Marketing  Agreement)  owing  through noon on the Closing Date
                  (that is, the last Marketing Enhancement Payment shall be made
                  relative to customers of the Hinckley  Hotel renting rooms the
                  night that includes the Closing Date).

            (b)   Uncollected  Revenues.  Purchaser  shall  pay  to  Seller  all
                  uncollected  but earned (i) hotel room  revenues  through  and
                  including noon on the Closing Date,  and (ii) vending  machine
                  remittances  through and  including  noon on the Closing Date.
                  Schedule  2.4(b)  contains a complete and accurate list of all
                  uncollected and earned revenues  related to the Business as of
                  noon on the Closing Date.

            (c)   Gift  Certificates and Advance  Deposits.  Seller shall pay to
                  the Purchaser  the total amount of revenue  collected for gift
                  certificates and advance deposits which have not been redeemed
                  as of noon on the Closing Date.

      2.5.  Allocations.  All parties  acknowledge and agree that the assumption
            of liabilities  and  obligations  of the Seller  pursuant to Section
            2.1(a),  together  with  the  payment  of the  Cash  Purchase  Price
            pursuant to Section  2.2,  shall be  allocated  among the  Purchased
            Assets in accordance  with Exhibit 2.5. All parties agree to use the
            allocations   contained  in  this  Section  2.5  for  all  purposes,
            including preparing and filing any applicable tax returns and forms.

3.    The  Closing.  The  parties  shall hold the  closing  of the  transactions
      contemplated  by this Agreement (the "Closing") on or before June 30, 1998
      at 9:00 a.m.,  Minneapolis,  Minnesota time, at the offices of Oppenheimer
      Wolff & Donnelly  LLP, 45 South  Seventh  Street,  Minneapolis,  Minnesota
      55402 or whatever  other time,  date or place the parties  shall  mutually
      agree (the "Closing  Date");  unless this  Agreement is terminated and the
      transactions  contemplated hereby abandoned pursuant to Section 14 hereof.
      At the Closing,  the Seller shall  execute and deliver to the  Purchaser a
      bill of sale in the form  attached  hereto as Exhibit  3.1,  (the "Bill of
      Sale"), a Lease Termination  Agreement between HHC and CBC terminating the
      Business  Lease in the form  attached  hereto as Exhibit 3.2,  (the "Lease
      Termination  Agreement"),  an Easement Termination  Agreement by and among
      CBC, GC1 and HHC in the form attached hereto as Exhibit 3.3 (the "Easement
      Termination  Agreement")  and  a  Mutual  Release  by  and  among  Seller,
      purchaser,  GCI and Casino Property Management,  Inc. ("CPMI") in the form
      attached hereto as Exhibit 3.4 (the "Mutual  Release"),  together with all
      other  documents or instruments  as may reasonably be deemed  necessary or
      appropriate  by the  Purchaser  or its  counsel  in order  to  effectively
      transfer  title to the Purchased  Assets to the  Purchaser in  accordance-
      with the provisions of this Agreement;  the Purchaser shall deliver to the
      Seller the Cash Purchase Price, an Assignment and Assumption  Agreement in
      the form attached  hereto as Exhibit 3.5 evidencing the assignment to, and
      Purchaser's  assumption of, the Assumed  Liabilities  (the "Assignment and
      Assumption  Agreement"),  the Lease Termination Agreement,  and the 

                                      (7)

<PAGE>

      Mutual  Release,  together with all other  documents or instruments as may
      reasonably be deemed necessary or appropriate by the Seller or its counsel
      in order to effectuate  the  assumption of the Assumed  Liabilities by the
      Purchaser in accordance with the provisions of this  Agreement.  Upon such
      delivery of the foregoing  documents (i) all right, title, and interest in
      and to, and ownership  and  possession  of, the Purchased  Assets shall be
      transferred  to and  shall  vest in the  Purchaser,  and (ii) the  Assumed
      Liabilities shall be assumed by the Purchaser.

4.    Representations  and Warranties of the Seller.  Except as set forth in the
      Disclosure  Schedule attached hereto as Schedule 4, the Seller represents,
      warrants,  and agrees with  Purchaser  that, at and as of the date of this
      Agreement  and at and as of the Closing  Date,  the  following  statements
      shall be true in all respects:

      4.1.  Ownership and Delivery of Purchased  Assets and Execution and Effect
            of Agreement. The Seller has the fall right, power, and authority to
            enter into and to perform this  Agreement and all other  agreements,
            certificates,  and  documents  executed  or  delivered,  or  to be i
            executed  or  delivered,  by it in  connection  with this  Agreement
            (collectively,  with this Agreement,  the "Seller's Documents").  On
            the date hereof,  the Seller has, and on the Closing Date the Seller
            will have,  the full right,  power,  and authority to sell,  assign,
            transfer,  and deliver the Purchased Assets,  Except as set forth on
            the Disclosure Schedule,  the Seller will convey to the Purchaser on
            the Closing Date lawful, valid, and, in the case of Inventory,  FF&E
            and other  tangible  personal  property,  marketable  title,  to the
            Purchased  Assets,  free and  clear of any and all  liens,  pledges,
            security interests, options,  encumbrances,  charges, agreements, or
            claims of any kind  whatsoever  ("Claims").  This Agreement has been
            duly  authorized,  executed,  and  delivered by the Seller,  and the
            Seller's  Documents  are (or when  executed and  delivered  will be)
            legal,  valid, and binding  obligations of the Seller enforceable in
            accordance with their respective terms, except as enforceability may
            be limited by bankruptcy, insolvency, moratorium,  reorganization or
            other similar laws  affecting the  enforcement  of creditors  rights
            generally  and to  judicial  limitations  on the remedy of  specific
            enforcement  and  other  equitable   remedies.   The  authorization,
            execution,  delivery,  and performance of the Seller's Documents and
            Seller's  consummation  of the  transactions  as contemplated by the
            Seller's  Documents  do not and will  not  violate,  conflict  with,
            result in the breach of or constitute a default  under,  require any
            notice pr consent under,  accelerate the performance required by, or
            give rise to a right of  termination  of any terms or  provisions of
            any  agreement,  instrument,  or  writing of any nature to which the
            Seller  is a party or is bound  and which  relates  to the  Hinckley
            Hotel,  other than  purchase  and sales  orders  entered into by the
            Seller in the ordinary course of business.

      4.2.  Organization, Good Standing, Authority. CRC and CBC are corporations
            duly  organized,  validly  existing,  and in good standing under the
            laws of the State of Minnesota  and both have full  corporate  power
            and  authority  to  own  and  lease  their  respective   assets  and
            properties  !and to conduct  their  businesses as they are now being
            conducted.  The  copies  of the  Articles  of  Incorporation  (which
            include all amendments thereto and restatements  thereof) of CRC and
            CBC,  respectively,  as certified  by the  Secretary of State of the
            State of Minnesota, and the Bylaws of CRC 

                                      (8)

<PAGE>

            and CBC, respectively,  as certified by the Secretary of the Seller,
            previously delivered to, the Purchaser are correct and complete.

      4.3.  Intentionally Left Blank.

      4.4.  Financial  Statements,  Closing  Financial  Condition.  Schedule 4.4
            contains a true and complete copy of (i) audited  consolidated (with
            CBC) balance  sheets of CRC as of September  30, 1997,  1996,  1995,
            1994  and  1993,   and  the  related   statements   of   operations,
            stockholders'  equity  and cash  flows  for  each of the  respective
            fiscal years then ended, and the report thereon of BDO Seidman, LLP,
            the Company's  independent certified public accountant (the "Audited
            Balance Sheets") (ii) the unaudited  consolidated (with CBC) balance
            sheets of CRC as of March 31, 1998 (the "Unaudited  Balance Sheet");
            (iii) the unaudited  balance  sheet of the Hinckley  Hotel as of May
            30, 1998; and (iv) the unaudited  income  statements of the Hinckley
            Hotel  for the  period  May 30,  1994  through  May  30,  1998.  The
            aforesaid financial  statements and notes (i) are in accordance with
            the  books  and  records  of  Seller  and have  been  prepared  on a
            consistent basis in all material respects for all periods presented,
            and  (ii)  fairly  present  the  financial  condition  of CRC  (on a
            consolidated  basis) as of the  respective  dates  thereof,  and the
            results of operations,  changes in stockholders'  equity and changes
            in cash flow for the periods  then  ended,  all in  accordance  with
            generally accepted accounting  principles ("GAAP"),  subject, in the
            case of the interim financial  Statements,  to normal recurring year
            end  adjustments  and  the  absence  of a  full  set of  notes.  The
            financial  statements  referred  to in this  Section 4.4 reflect the
            consistent  application  of GAAP  throughout  the periods  involved,
            except as disclosed in the notes to such financial statements.

      4.5.  Liabilities.  All known  liabilities Of the Seller (whether accrued,
            unmatured,  contingent,  or otherwise, and whether due or. to become
            due) relative to the Business are set forth or  adequately  reserved
            against  in  the   Unaudited   Balance  Sheet  to  the  extent  such
            liabilities  would be  required  under  GAAP to be set  forth in the
            Unaudited Balance Sheet,  except for liabilities  incurred since the
            date  thereof in the  ordinary  course of  business  as  theretofore
            conducted,  which are not  materially  adverse to the  operations or
            prospects of the Business. The indebtedness and other liabilities of
            the Seller  relative to the  Business  have not been  guaranteed  or
            assumed by any other person.  Schedule 4.5 accurately identifies and
            describes each debt, liability,  commitment, and other obligation of
            the Seller  relative to the  Business of the types  specified in the
            first  sentence  of  Section  2.1 as of the  date of this  Agreement
            (including,  without  limitation,  the  name of each  creditor,  the
            amount of each debt, liability,  commitment,  and obligation,  other
            than trade  payables  incurred in the ordinary and normal  course of
            the Business  for which  invoices  have not been  received as of the
            date hereof and  excluding  obligations  of the Seller for  borrowed
            money or income taxes).

      4.6.  No  Material  Adverse  Change.  Since  the date of the past  Audited
            Balance Sheet,  the Seller has operated the Business  diligently and
            only in the ordinary  course of business as  theretofore  conducted,
            and there has been no: (i) material  adverse change in the business,
            properties,  assets, liabilities,  commitments,  earnings, financial

                                      (9)
<PAGE>

            condition,  or  prospects  of the Seller;  (ii)  property  damage or
            destruction  resulting  in a loss or cost to the Seller of more than
            $50,000 in the aggregate, whether or not covered by insurance; (iii)
            notice,  inquiry or request for information  relating to any alleged
            liability  or  responsibility  under,  or in  violation  of any law,
            regulation,   or  rule  related  to  Hazardous   Substances,   Oils,
            Pollutants  or  Contaminants  (as defined  below) and none have been
            threatened, or (iv) act or omission which, if taken or omitted after
            the date of this  Agreement  and before the Closing  would  conflict
            with  Section  6.2,  except  for  matters  under  6.2 (v)  which are
            disclosed in this Agreement or a Schedule to this  Agreement.  There
            is no fact known to the Seller that materially adversely affects, or
            in the future  will  :materially  adversely  affect,  the  Purchased
            Assets,  Assumed  Liabilities  and the  prospect or condition of the
            Business.

      4.7.  Taxes.  The Purchaser  will not incur or be obligated  for, nor will
            the Purchased Assets be subject to, any sales,  use, or other tax or
            excise resulting from the acquisition of the Purchased  Assets,  and
            all of such taxes  shall be paid by the  Seller.  The Seller has not
            failed to file any report or return  with  respect  to the  Business
            that may be required to be filed under any law or  regulation of the
            United  States  or any  foreign  country  or  political  subdivision
            thereof.  The Seller has duly  accrued on its ;books of account  and
            paid when due all taxes,  duties and  charges  required  pursuant to
            such  reports  and returns or assessed  against  the  Business.  The
            Seller,  after the Closing  Date and from the Cash  Purchase  Price,
            shall pay any transfer sales,  purchase,  use or similar taxes under
            the  laws  of  any  nation,   state,   county,  city,  or  political
            subdivision  thereof,  payable  as  a  result  of  the  transactions
            contemplated hereby.

      4.8.  Title: Condition of Purchased Assets,  Absence of Encumbrances.  The
            Seller  owns,  leases or  otherwise  has the legal  right to use and
            transfer all of the Purchased Assets. The FF&E,  Inventory and other
            assets  included in, the Purchased  Assets are suitable for the uses
            in which they are currently  employed and are free from any material
            defects, subject to ordinary wear and tear. The Seller has good and,
            in the case of Inventory, FF&E and other tangible personal property,
            marketable  title to or, in the case of leases and  licenses,  valid
            and  subsisting  leasehold  interests  or  licenses  in,  all of its
            properties  and assets used in  connection  with the Hinckley  Hotel
            (whether  real or  personal,  tangible  or  intangible),  including,
            without  limitation,  the  Purchased  Assets,  in each case free and
            clear of any and all liens, mortgages,  pledges, security interests,
            restrictions,  prior  assignments,  claims,  and encumbrances of any
            kind  whatsoever,  except  as may be set forth in  Schedule  4.8 and
            except for liens for current taxes and  assessments  not yet due and
            payable. All assets, properties, and rights relating to the Business
            are  held  by,  and all  agreements,  obligations  and  transactions
            relating to the  Business  have been  entered  into,  incurred,  and
            conducted by the Seller rather than any of its affiliates.

      4.9.  Property.  Schedule  1.2(d)  contains a complete and correct list of
            all personal  property owned or leased by the Seller relative to the
            Business and all  interests  therein.  All such  personal  property,
            buildings,  and  structures,  and  the  equipment  therein,  and the
            operations  and  maintenance  thereof,  comply  with any  applicable
            agreements  and  restrictive  covenants  and conform in all material
            respects to all 

                                      (10)

<PAGE>

            applicable Legal Requirements (as defined in Section 4.20) including
            those relating to the environment,  health and safety,  land use and
            zoning,  and all work  required to be done by the Seller as landlord
            or  tenant  has  been  duly  performed.  No  condemnation  or  other
            proceeding is pending or, to the knowledge of the Seller threatened,
            which  would  affect  in any  material  manner  the use of any  such
            property by the Seller, or following the Closing,  by the Purchaser.
            The  Seller  does  not  own or  lease  any  vehicles.  The  Seller's
            buildings and other structures,  equipment and other assets (whether
            leased or owned)  relative  to the  Business  are in good  operating
            condition and repair, subject to ordinary wear and tear, and, to the
            Seller's  knowledge,  are free  from  all  structural  and  material
            defects, with no material maintenance,  repair or replacement having
            been deferred or neglected, and are suitable for the intended use.

      4.10. Patents,  Trademarks,  and Copyrights.  The Seller has no registered
            trademarks,   service  marks,   trade  names,   brands,   registered
            copyrights,  and patents which are presently being used or have been
            used in the Business.

      4.11. Contracts,  Leases and  Commitments.  The Seller has famished to the
            Purchaser  true and complete  copies of the contracts,  leases,  and
            commitments  listed in Schedule 1.2(i),  including  summaries of the
            terms of any unwritten contracts, leases, or commitments.  Except as
            set forth in the  Disclosure  Schedule:  (1) the Seller  and, to the
            best of the knowledge of the Seller, the other parties thereto, have
            complied in all material respects with such contracts,  leases,  and
            commitments, all of which are valid and enforceable and, to the best
            of the  knowledge of the Seller,  will not be adversely  affected by
            this  acquisition  or the  transfer in  connection  therewith to the
            Purchaser;  (2) such contracts,  leases, and commitments are in full
            force and  effect and there  exists no breach by the Seller  thereof
            which  with or  without  notice or lapse of time  would be a default
            thereunder,  give rise to a right to  accelerate  or  terminate  any
            provision thereof, or give rise to any lien, claim, encumbrance,  or
            restriction  on any of the assets or properties  of the Seller;  and
            (3) all of such contracts, leases, and commitments have been entered
            into on an arm's-length basis, and none materially adversely affects
            the Business.  The Seller is not a party,  nor are any of its assets
            relative  to the  Business  subject,  to  any  contract,  lease,  or
            commitment  not  listed  in  Schedule  1.2(i)  and 4.16  (including,
            without limitation, open purchase or sales commitments, financing or
            security  agreements or guaranties,  repurchase  agreements,  agency
            agreements,   manufacturers  representative  agreements,  commission
            agreements, employment or collective bargaining agreements, pension,
            bonus, or profitsharing  agreements,  group insurance,  medical:  or
            other  fringe  benefit  plans,   and  leases  of  real  or  personal
            property),  other than (i) contracts  terminable  without penalty on
            not more than 30 days' notice that do not involve,  individually  or
            in the aggregate,  the receipt or expenditure of more than $5,000 in
            any one year,  (ii)  purchase  orders or  commitments  of the Seller
            entered into in the ordinary course of business that individually do
            not involve more than $5,000 or that are cancelable,  or (iii) sales
            commitments  of the Seller  entered into in the  ordinary  course of
            business  that  individually  do not involve more than $5,000 or for
            which there is no liability for nonshipment. If any of the contracts
            listed in  Schedule  1.2(i)  should  provide  for  expiration  or be
            subject to termination before the Closing, the. Seller shall use its

                                      (11)

<PAGE>

            best  efforts  to  extend  such  contracts  on  reasonable  terms in
            accordance with the Seller's past practice,  after consultation with
            the  Purchaser.  Schedule  4.11  contains a list of the ten  largest
            suppliers of the Seller  (measured by dollar  volume of  purchases).
            The Seller is not engaged in. any material dispute with any supplier
            relative to the  Business.  No supplier of the Business has notified
            the Seller that it is considering  termination,  nonrenewal,  or any
            adverse  modification of its arrangements  with the Seller,  and, to
            the knowledge of the Seller,  the transactions  contemplated by this
            Agreement  will not have a material  adverse  affect on the Seller's
            relationship, or the Purchaser's possible future relationship,  with
            any of the suppliers of the Business.

      4.12. Inventory  and  FF& E.  The  Inventory  is in  good  and  marketable
            condition,  does  not and will  not  include  any  items  which  are
            obsolete or damaged,  is salable in the normal course of business as
            currently  conducted  and is  sufficient  in quantity to conduct the
            Business as it is presently conducted. Each item of the Inventory as
            of the date hereof is carried on the Unaudited  Balance Sheet at the
            lower  of cost  or  market.  The  FF&E  is in  good  and  marketable
            condition, subject to ordinary wear and tear.

      4.13. Accounts  Receivable  and Payable.  Schedule 4.13 is an aged list of
            the Accounts  Receivable  and Payable of the Seller  relative to the
            Business as of May 31, 1998. The Accounts  Receivable and Payable of
            the Seller  arose in the  ordinary  course of business  for goods or
            services delivered or rendered.

      4.14. Permits,  Compliance  with Laws.  The Seller holds the  governmental
            licenses,  permits,  and authorizations  relative to the Business as
            previously listed in Schedule 1.2(j) which are valid and unimpaired,
            will be unaffected  by a transfer of all of the Purchased  Assets to
            the  Purchaser,  and constitute  all of the licenses,  permits,  and
            authorizations required of the Seller for the ownership or occupancy
            of its properties and assets and the operation of the Business.  The
            Business has been operated in compliance  with all material laws and
            regulations  (federal,  state, local, and foreign) applicable to it,
            and all  required  material  reports and filings  with  governmental
            authorities  have  been  properly  made.  The  consummation  of  the
            transactions  contemplated  by this  Agreement will not give rise to
            any liability of the Purchaser for severance pay or termination pay.
            Within the past four (4) years,  the Seller has not entered into any
            agreement with, had any material dispute with, or been  investigated
            by, any  governmental  authority,  community  group,  or other third
            party that could restrict the operation of the Business.

      4.15. Employees.  Schedule  4.15  contains  a list  of the  names,  office
            locations,  and compensation of all full- and part-time employees of
            the Business, and a description of the Seller's severance pay policy
            with respect to such  employees.  To the Seller's  knowledge,  there
            have not been any efforts  within the last three years to attempt to
            organize  the  employees  of the  Business,  and no  strike or labor
            dispute  involving  the Business has occurred  during the last three
            years or, is  threatened.  Except as indicated on Schedule  4.15, no
            key  employee of the  Business  has  provided the Seller with notice
            that he or she is terminating his or her employment.  The Seller has

                                      (12)

<PAGE>

            complied with applicable wage and hour,  equal  employment,  safety,
            and other material legal  requirements  relating to employees of the
            Business.

      4.16. Employee Benefit Plans.

            (a)   Schedule   4.16  lists  each   employee   benefit,   incentive
                  compensation, deferred compensation, equity-based compensation
                  or perquisite  plan,  policy or practice  covering  current or
                  former  employees of Seller or their  spouses,  dependents  or
                  beneficiaries  (a "Plan").  With respect to each Plan,  Seller
                  has made available to Purchaser the current Plan document or a
                  complete and accurate description of the Plan.

            (b)   To the Seller's  knowledge,  the Seller does not and could not
                  have  any  liability  arising  directly  or  indirectly  under
                  Section 412 of the Internal  Revenue Code of 1986,  as amended
                  (the  "Code")  or  Section  302 or  Title  IV of the  Employee
                  Retirement 1ncorne Security Act of 1974, as amended ("ERISA").

            (c)   To the Seller's  knowledge,  the Seller does not and could not
                  have any liability  arising  directly or indirectly to or with
                  respect to any  "multiemployer  plan"  within  the  meaning of
                  Section 4001(a)(3) of ERISA.

            (d)   To the Seller's knowledge,  Seller does not and could not have
                  any,  liability  arising  directly or indirectly in connection
                  with any  failure  of  Seller  or any  affiliate  of Seller to
                  comply with Section  4980B of the Code or Part 6 of Subtitle B
                  of Title I of ERISA.

            (e)   Nothing has  occurred  or failed to occur with  respect to any
                  Plan which could  result in any  liability to Purchaser or any
                  affiliate  of  Purchaser  other  than  a  liability  expressly
                  assumed, pursuant to this Agreement.

      4.17. Insurance.  A complete and correct list of all policies of insurance
            of any kind or  nature  covering  the  Seller  with  respect  to the
            Business,  including,  without  limitation,  policies of life, fire,
            theft, auto, casualty,  product liability,  workmen's  compensation,
            business  interruption,  employee  fidelity,  and other casualty and
            liability  insurance,  indicating  the  type  of  coverage,  name of
            insured,  the insurer,  the  premium,  the  expiration  date of each
            policy and the amount of coverage is contained in Schedule 4.17. All
            such policies,  except as set forth on the Disclosure Schedule,  (i)
            are in full force and effect;  (ii) are  sufficient  for  compliance
            with all requirements of law and of all applicable agreements; (iii)
            are valid,  outstanding and enforceable policies;  (iv) provide full
            insurance  coverage for the assets and operations of the Seller with
            respect to the Hinckley Hotel for all risks normally insured against
            by persons  carrying on the same business as the Seller with respect
            to the Hinckley Hotel,  except for the deductibles and  co-insurance
            provisions set forth in the policies;  and (v) will be unaffected by
            the  transfer  thereof to the  Purchaser,  until the  Closing  Date.
            Complete and correct  copies of such policies have been furnished to
            the  Purchaser.  The Seller has  maintained in full force and effect
            through noon on the Closing  Date all such  policies of insurance or
            comparable  insurance  coverage.  The Seller has not 

                                      (13)

<PAGE>

            been denied any insurance  coverage which it has requested  relative
            to the  Business  or made any  material  reduction  in the  scope or
            change  in the  nature of its  insurance  coverage  relative  to the
            Business.  The products  liability  and personal  injury  insurance,
            maintained by the Seller has been on an occurrence  basis during the
            four-year period prior to the Closing Date.

      4.18. Litigation.  Except  for  claims  of less  than  $5,000 in which the
            Seller is the  plaintiff  in an action for goods sold and  delivered
            and in which there is no  counterclaim,  Schedule  4.18,  contains a
            complete  and  correct  list  of all  actions,  suits,  proceedings,
            claims,  or governmental  investigations  pending or, to the best of
            the knowledge of the Seller,  threatened against the Seller relative
            to the  Business  or  any of the  assets  of the  Business,  or,  in
            connection  with  the  Business,  or any of the  Seller's  officers,
            directors,  or  employees  relative to the  Business.  Except as set
            forth on Schedule 4.18,  neither the Seller nor, in connection  with
            the Business, any of the Seller's officers,  directors, or employees
            is subject or party to any judgment, order, or other direction of or
            stipulation  with  any  court  or other  governmental  authority  or
            tribunal,  or in  violation  of any  other  Legal  Requirements  (as
            defined below) relative to the Business.  The Seller is not award of
            any proposed Legal  Requirement  that might adversely  affect in any
            material respect the operation or prospects of the Business.

      4.19. Environmental Matters.

            (a)   Since  August 11,  1993,  the  Seller  obtained  all  permits,
                  licenses   and  other   authorizations   required   under  the
                  Environmental  Laws (as defined below) for the ownership,  use
                  and  operation of each location  owned,  operated or leased by
                  Seller in  connection  with the operation of the Business (the
                  "Property"),  all: such permits,  licenses and  authorizations
                  are in effect, and no appeal or any other action is pending to
                  revoke any such permit,  license or authorization.  The Seller
                  is in full  compliance  with all terms and  conditions  of all
                  such permits,  licenses and  authorizations,  except for minor
                  defects, if any, in such permits,  licenses and authorizations
                  which do not affect the operation of the Business.  The Seller
                  has   listed   all   such   permits,    licenses   and   other
                  authorizations,   including  the  expiration   dates  of  such
                  permits, licenses and authorizations, in Schedule 4.19.

            (b)   Except for incidental matters, if any, which do not affect the
                  operation of the Business,  the Seller has been,  since August
                  11, 1993 and currently is in compliance with all Environmental
                  Laws   including,    without   limitation,    all   applicable
                  restrictions,      conditions,     standards,     limitations,
                  prohibitions,   requirements,   obligations,   schedules   and
                  timetables contained in the Environmental Laws or contained in
                  any  regulation,   code,  plan,   order,   decree,   judgment,
                  injunction,   notice  or  demand   letter   issued,   entered,
                  promulgated or approved thereunder.

            (c)   The   Seller  has  not  made  or  been   furnished   with  any
                  environmental studies with respect to the Property,  except as
                  set forth in Schedule 4.19.

                                      (14)

<PAGE>

            (d)   There is no civil,  criminal or administrative  action,  suit,
                  demand,  claim, hearing,  notice of violation,  investigation,
                  proceeding,  notice or demand letter existing or pending,  or,
                  to the  knowledge of the Seller,  threatened,  relating to the
                  Business,   or  any  Property  or  facility  currently  owned,
                  operated or leased,  and to the knowledge of the Seller,  with
                  respect to any Property or facility previously owned, operated
                  or leased by the Seller for use in the  Business  relating  in
                  any way to the  Environmental  Laws or any  regulation,  code,
                  plan, order, decree,  judgment,  injunction,  notice or demand
                  letter issued, entered, promulgated or approved thereunder.

            (e)   The Seller has not released,  placed, stored, buried or dumped
                  any "Hazardous  Substances,  Oils, Pollutants or Contaminants"
                  (as  defined  below)  or any  other  wastes  produced  by,  or
                  resulting   from,  any  business,   commercial  or  industrial
                  activities,  operations or processes,  on, beneath or adjacent
                  to any  Property  formerly  or  currently  owned,  operated or
                  leased by the  Seller  and used by or in  connection  with the
                  Business,  except for  inventories  of such  substances  to be
                  used, and wastes generated  therefrom,  in the ordinary course
                  of business (which  inventories  and wastes,  if any, were and
                  are stored or disposed of in accordance  with  applicable laws
                  and  regulations  and in a manner  such that there has been no
                  Release (as  defined  below) of any such  substances  into the
                  environment), and, to the knowledge of the Seller, neither has
                  any other Person (as defined below).

            (f)   No Release or Cleanup (as defined  below) has  occurred  since
                  August 11, 1993 at any Property currently owned or used by the
                  Seller  relating to the  Business  which  would be  reasonably
                  likely to result in the assertion or creation of a lien on the
                  Property  by any  governmental  body or  agency  with  respect
                  thereto, nor has any such assertion of a lien been made by any
                  governmental  body or agency with respect thereto,  and to the
                  knowledge  of the  Seller,  no such  Release  or  Cleanup  has
                  occurred since August 11, 1993 at any Property  formerly owned
                  or used by the Seller.

            (g)   The  Seller  has   received   no  notice  or  order  from  any
                  governmental  agency or private or public  entity  advising it
                  that it is  responsible  for or  potentially  responsible  for
                  Cleanup or paying  for the cost of  Cleanup  of any  Hazardous
                  Substances,  Oils,  Pollutants  or  Contaminants  or any other
                  waste or substance  relative to the  Business,  and the Seller
                  has not entered into any agreements  concerning  such Cleanup,
                  nor is the Seller  aware of any facts which  might  reasonably
                  give rise to such notice, order or agreement.

            (h)   From August 11, 1993 to the present,  Seller has not placed or
                  had placed on or in the  Property any Q)  underground  storage
                  tanks;  (ii)  asbestos;  (iii)  equipment  using  PCB's;  (iv)
                  underground  injection  wells;  or (v)  septic  tanks in which
                  process  wastewater  or  any  Hazardous,   Substances,   Oils,
                  Pollutants,  or Contaminants,  to the knowledge of the Seller,
                  have been disposed.

                                      (15)
<PAGE>

            (i)   The  Seller  has not  entered  into any  agreement  that  will
                  require it to pay to, reimburse,  guarantee,  pledge,  defend,
                  indemnify  or hold  harmless  any Person  for or  against  any
                  Environmental.   Liabilities  and  Costs  (as  defined  below)
                  relating to the Business.

            (j)   With  regard  to  the  Seller's  operation  of  the  Business,
                  beginning as of August 11, 1993 to the  present,  there are no
                  events,  conditions,  circumstances,   activities,  practices,
                  incidents,  actions  or  plans  which  may  interfere  with or
                  prevent   compliance   or   continued   compliance   with  the
                  Environmental Laws as in effect on the date hereof or with any
                  regulation,  code, plan, order, decree, judgment,  injunction,
                  notice  or  demand  letter  issued,  entered,  promulgated  or
                  approved  thereunder,  or which would be reasonably  likely to
                  give  rise to any  common  law or legal  liability  under  the
                  Environmental Laws, or otherwise would be reasonably likely to
                  form the basis of any claim, action, demand, suit, proceeding,
                  hearing, notice of violation, study or investigation, based on
                  or  related  to  the  manufacture,   generation,   processing,
                  distribution,  use,  treatment,  storage,  place of  disposal,
                  transport or handling,  or the Release or  threatened  Release
                  into the:  indoor or  outdoor  environment  by the Seller or a
                  facility of the Seller  while under the Seller's  control,  of
                  any Hazardous Substances, Oils, Pollutants or Contaminants.

      For  purposes of this Section  4.19,  the  following  terms shall have the
      following meanings:

            (a)   "Cleanup" means all actions required to: (i) cleanup,  remove,
                  treat or remediate Hazardous Substances,  Oils.; Pollutants or
                  Contaminants  in the  indoor  or  outdoor  environment;;  (ii)
                  prevent the Release of Hazardous Substances,  Oils, Pollutants
                  or  Contaminants  so that  they do not  migrate,  endanger  or
                  threaten to endanger public health or welfare or the indoor or
                  outdoor  environment;  (iii) perform  pre-remedial studies and
                  investigations and post-remedial  monitoring and care; or (iv)
                  respond  to  any  government   requests  for   information  or
                  documents in any way relating to cleanup,  removal,  treatment
                  or remediation  or potential  cleanup,  removal,  treatment or
                  remediation  of  Hazardous  Substances,  Oils,  Pollutants  or
                  Contaminants in the indoor or outdoor environment.

            (b)   "Environmental Laws" means all federal,  state and local laws,
                  regulations,  rules and  ordinances  applicable  to the Seller
                  relating  to  pollution  or  protection  of  the  environment,
                  including,  without  limitation,  laws relating to Releases or
                  threatened Releases of Hazardous Substances,  Oils, Pollutants
                  or  Contaminants  into  the  indoor  or  outdoor   environment
                  (including,  without  limitation,  ambient air, surface water,
                  groundwater, land, surface and subsurface strata) or otherwise
                  relating to the manufacture,  processing,  distribution,  use,
                  treatment,   storage,   Release,   transport  or  handling  of
                  Hazardous Substances,  Oils,  Pollutants or Contaminants,  and
                  all  laws  and  regulations  with  regard  to  record-keeping,
                  notification,    disclosure    and   reporting    requirements
                  respecting,   Hazardous   Substances,   Oils,   Pollutants  or

                                      (16)

<PAGE>

                  Contaminants,   and  all  Jaws   relating  to   endangered  or
                  threatened species of fish, wildlife and, plants.

            (c)   "Environmental  Liabilities and Costs" means all  liabilities,
                  obligations, responsibilities, obligations to conduct cleanup,
                  losses, damages, deficiencies, punitive damages, consequential
                  damages,   treble  damages,  costs  and  expenses  (including,
                  without  limitation,  all reasonable fees,  disbursements  and
                  expense of counsel,  expert and  consulting  fees and costs of
                  investigations  and  feasibility  studies  and  responding  to
                  government  requests for  information  or  documents),  fines,
                  penalties,   restitution  and  monetary  sanctions,  interest,
                  direct or indirect, known or unknown,  absolute or contingent,
                  past,  present  or  future,  resulting  from  any  claim or do
                  demand,  by any Person or entity,  whether  based in contract,
                  tort, implied or express warranty, strict liability, joint and
                  several  liability,  criminal or civil statute,  including any
                  Environmental Law, or arising from.  environmental,  health or
                  safety  conditions,  the  Release  or  threatened  Release  of
                  Hazardous  Substances,  Oils,  Pollutants or Contaminants into
                  the  environment,  as a result of past or  present  ownership,
                  leasing or operation of the Property.

            (d)   "Hazardous Substances, Oils, Pollutants or Contaminants" means
                  all  substances  defined  as  such  in the  National  Oil  and
                  Hazardous  Substances  Pollutants  Contingency Plan, 40 C.F.R.
                  ss. 300.5,  or defined as such by, or regulated as such under,
                  any   Environmental  Law  applicable  to  the  Seller  or  the
                  Property.

            (e)   "Person" shall mean an individual,  corporation,  partnership,
                  joint venture, association, trust, unincorporated organization
                  or, as applicable, any other entity.

            (f)   "Release"  means  any  release,  spill,  emission,  discharge,
                  leaking, pumping,  injection,  deposit,  disposal,  discharge,
                  dispersal,  leaching or  migration  into the indoor or outdoor
                  environment  (including,   without  limitation,  ambient  air,
                  surface water, groundwater,  and surface or subsurface strata)
                  or into or out of; any  property,  including  the  movement of
                  Hazardous Substances, Oils, pollutants or Contaminants through
                  or in the air, soil, surface water, groundwater of property.

      4.20. Restrictions.   The   authorization,    execution,   delivery,   and
            performance of the Seller's  Documents and the  consummation  of the
            transactions  contemplated by the Seller's Documents do not and will
            not (1) violate any of the  provisions  of the Seller's  Articles of
            Incorporation or Bylaws, as applicable, or (2) violate, or result in
            a breach of,  conflict  with,  or require any notice,  filing (other
            than  applicable  required  tax  reporting)  or consent  under,  any
            statute,  rule,  regulation or other provision of law, or any order,
            judgment or other  direction  of a court or other  tribunal,  or any
            other governmental  requirement,  permit,  registration,  license or
            authorization  applicable to the Seller for any of its assets or the
            Business (collectively,  "Lega1 Requirements"), or (3) result in the
            creation of any lien, claim, encumbrance,  restriction on any of the

                                      (17)

<PAGE>

            assets or properties of the Seller. The Seller is not a party to any
            non-compete  or similar  agreement  which in any way  restricts  the
            operation of the Business.

      4.21. Transactions  with Affiliates.  As of the Closing Date,  neither the
            shareholders of the Seller nor any affiliate,  associate or relative
            of the Seller's  shareholders  ("Related Persons") has, any interest
            in any property,  tangible or  intangible,  used in or pertaining to
            the  Business  and which has a value in excess of $5,000.  As of the
            Closing  Date,  neither the  Seller's  shareholders  nor any Related
            Person, has or owns or has owned of record or beneficially an equity
            interest or any other  financial or profit interest in any person or
            entity which has (i) had business  dealings or a material  financial
            interest  in any  transaction  with the Seller  involving  more than
            $5,000, or (ii) engaged in competition with the Seller in any market
            presently  served by the Seller,  except for ownership  interests of
            less  that  one  percent  of the  outstanding  capital  stock of any
            competing   business  which  is  publicly   traded.   Schedule  4.21
            reasonably describes,  as of the Closing Date, the nature and extent
            of any products,  services,  or benefits  involving more than $5,000
            provided  to the Seller by any such  Related  Person  and  indicates
            whether  there was a  corresponding  charge equal to the fair market
            value of such products, services or benefits.

      4.22. Books and Records.  The books and, records of the Seller relative to
            the Business  are complete and correct in all material  respects and
            have been  maintained in accordance  with the Seller's past business
            practices.

      4.23. Improper Payments. To the Seller's knowledge, neither the Seller nor
            its  officers  have made any  illegal or  improper  payments  to, or
            provided  any illegal or improper  benefit or  inducement  for,  any
            governmental  official,  supplier,  customer, or other person, in an
            attempt to  influence  any such  person to take or to  refrain  from
            taking any action relating to the Seller.

      4.24. Products,  Services and Warranties.  Each product sold,  leased,  or
            delivered by the Seller  relative to the Business,  and each service
            provided  by the  Seller  relative  to the  Business,  has  been  in
            conformity  with  all  applicable  contractual  commitments  and all
            express and implied  warranties,  and meets or exceeds the standards
            required  by all laws in effect at the time such  product  was sold,
            leased or  delivered  by the Seller,  and, to the  knowledge  of the
            Seller,  there is no pending  legislation,  ordinance or regulation,
            which if  adopted,  would have a material  adverse  effect upon such
            products and services.  To the  knowledge of the Seller,  the Seller
            has no  liability  (and  there is no basis  for any  present  or any
            future action, suit,  proceeding,  hearing,  investigation,  charge,
            complaint, claim, or demand against it giving rise to any liability)
            for  replacement  or repair of any such  product or service or other
            damages in connection therewith. No such product or service relative
            to the  Business  is subject  to any  guaranty,  warranty,  or other
            indemnity  beyond the  applicable  standard  terms and conditions of
            sale, lease or other provision. Schedule 4.24 includes copies of the
            standard terms and  conditions of sale for the Business  (containing
            applicable guaranty, warranty, and indemnity provisions).

                                      (18)
<PAGE>

      4.25. Product Liability, Auto Liability and Workers' Compensation.  To the
            knowledge of the Seller, the Seller has no liability relative to the
            Business  not  covered by  insurance  (and there is no basis for any
            present or future action, suit, proceeding,  hearing, investigation,
            charge,  complaint,  claim or demand  against it giving  rise to any
            liability)  arising out of (a) any injury to individuals or property
            as a result  of the  ownership,  possession,  or use of any  product
            manufactured,  sold,  leased, or delivered by the Seller relative to
            the Business or any services  provided by the Seller relative to the
            Business;  or (b) any injury to  individuals or property as a result
            of the  ownership  or  lease  by the  Seller  of any  automobile  in
            connection  with the  operation of the  Business.  There are no open
            workers'  compensation  claims  against  the Seller  relating to the
            Business, except for those previously disclosed on Schedule 4.18.

      4.26. Disclosure. The Seller has received no notice (written or oral) that
            any distributor,  sales  representative  or supplier of the Business
            will terminate his, her or its  relationship  with the Seller or, as
            the in case  may be,  decrease  his,  her or its  business  with the
            Seller,  as a  result  of  the  transactions  contemplated  by  this
            Agreement or for any other  reason.  Schedule 4.26 sets forth a list
            of all suppliers of the Business as of May 20, 1998.

      4.27. Completeness of Schedules and Exhibits. To the best of the knowledge
            and belief of the Seller,  all  schedules  and  exhibits  hereto are
            complete and accurate.  Originals,  or true and complete copies,  of
            all documents  requested by the Purchaser or other written materials
            underlying items listed on the schedules and exhibits that have been
            requested in writing by the Purchaser  have been or will be promptly
            delivered  to the  Purchaser,  and  such  documents  have  not  been
            modified and will not be modified prior to the Closing Date with the
            Purchaser's prior written consent.

      4.28. Disclosure.  No representation,  warranty, or other statement by the
            Seller in this  Agreement or in any other of the Seller's  Documents
            contains or will contain an untrue  statement of a material fact o r
            omit to state a material fact necessary to make such  statements not
            misleading.

5.    Representations and Warranties of the Purchaser. The Purchaser represents,
      warrants  to, and agrees with,  the Seller that,  at and as of the date of
      this Agreement and at and as of the Closing Date, the following statements
      shall be true in all respects:

      5.1.  Authority.  The Purchaser is a corporate body politic of a federally
            recognized   tribal   government  and  has  full  legal  power;  and
            authority,  to enter into this Agreement,  purchase the Business and
            perform  all of its other  obligations  under  this  Agreement.  The
            Purchaser  has taken  all  actions  and has  received  all  required
            consents and approvals  which are necessary to be taken to authorize
            the  Purchaser to execute this  Agreement  and to perform all of its
            obligations under the terms of this Agreement.

      5.2.  Execution and Effect of Agreement. The Purchaser has the full right,
            power,  and  authority to enter into and perform this  Agreement and
            all  other  agreements,   certificates  and  documents  executed  or
            delivered,  or to be  executed or  delivered,  by the  Purchaser  in
            connection with this Agreement (collectively, with this Agreement,

                                      (19)

<PAGE>

            the  "Purchaser's   Documents").   The  execution,   delivery,   and
            performance by the Purchaser, of the Purchaser's Documents have been
            duly  authorized  by all  necessary  action of the  Purchaser.  This
            Agreement  has been duly executed and delivered by the Purchaser and
            the Purchaser's Documents are (or when executed and delivered by the
            Purchaser  will be) legal,  valid,  and binding  obligations  of the
            Purchaser,  enforceable in accordance with their  respective  terms,
            except as enforceability  may be limited by bankruptcy,  insolvency,
            moratorium,  reorganization  or other  similar laws  affecting,  the
            enforcement   of  creditor's   rights   generally  and  to  judicial
            limitations  on  the  remedy  of  specific   enforcement  and  other
            equitable remedies.

      5.3.  Restrictions.   The   authorization,    execution,   delivery,   and
            performance of the Purchaser's Documents and the consummation of the
            transactions  contemplated by the  Purchaser's  Documents do not and
            will not (1)  violate,  conflict  with,  result  in a  breach  of or
            constitute  a default  under,  require any notice or consent  under,
            give  rise  to  a  right  of  termination   of,  or  accelerate  the
            performance  required by, any terms or provisions of any  agreement,
            instrument  or  writing of any  nature to which the  Purchaser  is a
            party or is bound or any of its assets or business  is  subject,  or
            (2) violate,  conflict with or result in a breach of, or require any
            notice,  filing or consent under, any statute,  rule,  regulation or
            other  provision of law, or, any order,  judgment or other direction
            of a court or other tribunal, or any other governmental requirement,
            permit,  registration  license,  or authorization  applicable to the
            Purchaser.

      5.4.  Insurance. The Purchaser shall have, as of noon on the Closing Date,
            all policies of insurance covering the Purchaser with respect to the
            Business  that  the  Seller  had in force  immediately  prior to the
            Closing,   and  the  Purchaser  shall  provide  the  Seller  with  a
            certificate evidencing such insurance coverage.

6.    Covenants of the Seller. The Seller covenants and agrees that:

      6.1.  Access by the Purchaser.  The Purchaser and its  representatives and
            advisers have been provided full and reasonable access during normal
            business  hours to the  Seller's  (to the extent that the  following
            relate to the Hinckley Hotel) assets,  premises,  books and records,
            employees,    accountants,    consultants    attorneys   and   other
            representatives  involved in the Business including, but not limited
            to, the work  papers and files of :the  Accountants  relating to the
            Financials  or tax  returns  of  the  Seller,  and  the  Seller  has
            furnished the  Purchaser  with such  information  and copies of such
            documents as the Purchaser may reasonably have requested;  provided,
            however,  that the information  requested will not affect or relieve
            the Seller from any obligation, representation, covenant or warranty
            contained in this Agreement,  nor affect the Purchaser's  ability to
            rely on such obligations, representations,  covenants or warranties.
            The Seller shall  promptly  furnish to the  Purchaser  all financial
            statements of the Seller that are prepared in the ordinary course of
            business  and  relate to the  Hinckley  Hotel.  None of the  records
            relating in any manner to the Hinckley  Hotel retained by the Seller
            will be destroyed by the Seller  without prior written notice to the
            Purchaser,  to enable the  Purchaser to take  possession  of or make
            copies  of such  records.  As used in this  Section  6, the right of
            inspection includes the right to make or extract copies.

                                      (20)
<PAGE>

      6.2.  Conduct of  Business.  Since April 16,  1998,  the Business has been
            conducted in the ordinary  course,  consistent with the past conduct
            of the  Business,  and the  Seller  has  used its  best  efforts  to
            maintain,  preserve,  and  protect  the assets and  goodwill  of the
            Seller  relative  to the  Business.  Between  April 16, 1998 and the
            Closing,  the Seller did not take or commit to take any of following
            actions  relative to the  Business,  except  with the prior  written
            consent  of the  Purchaser:  (i) amend its  Bylaws  or  Articles  of
            Incorporation,  (ii)  except as  specifically  contemplated  hereby,
            incur, or perform,  pay, or otherwise  discharge,  any obligation or
            liability  (absolute or contingent),  except for current obligations
            and  liabilities   incurred  in  the  ordinary  course  of  business
            consistent  with past  practice,  (iii)  enter  into any  employment
            agreement with,  extend any employee  agreements with, become liable
            for any bonus,  profit-sharing  or incentive payment to, or increase
            the compensation or benefits of, any of its officers,  directors, or
            employees,    except   pursuant   to   presently   existing   plans,
            arrangements,  or  agreements  disclosed  in this  Agreement or in a
            schedule to this Agreement, (iv) sell, transfer,  encumber,  acquire
            or  otherwise  dispose  of, or grant any right with  respect to, any
            properties  or assets,  tangible  or  intangible,  other than in the
            ordinary  course of business,  (v) make any material  changes in its
            customary method of operation,  including  marketing,  selling,  and
            maintenance  of  business   premises,   fixtures,   furniture,   and
            equipment, (vi) modify, amend, or cancel any of its existing leases,
            or enter into any contracts,  agreements,  leases, or understandings
            other than in the ordinary course of business or enter into any loan
            agreements,   (vii)  alter  or  revise  the  accounting  principles,
            practices or procedures  applicable to the Business  unless required
            by GAAP,  or (viii) take any other  action  which would cause any of
            the  representations  and  warranties  made  by  the  Seller  in the
            Seller's  Documents  not to be  true  and  correct  in all  material
            respects  on and as of the  Closing  Date  with the same  force  and
            effect as if such  representations  and  warranties had been made on
            and as of the Closing Date.

      6.3.  Sales and Hospitality Taxes. Seller shall pay and be responsible for
            all  sales  and  hospitality  taxes  owing  in  connection  with the
            Business through noon on the Closing Date.

7.    Covenants of the Purchaser.

      7.1.  Representations  and Warranties.  The Purchaser  agrees that between
            the  date of this  Agreement  and the  Closing  it will not take any
            action which would cause any of the  representations  and warranties
            made by it in the  Purchaser's  Documents not to be true and correct
            in all material respects on and as of the Closing Date with the same
            force and effect as if such  representations and warranties had been
            made on and as of the Closing Date.

      7.2.  Personnel  Matters.  To the extent  that  current  employees  of the
            Business meet Purchaser's  employment criteria,  the Purchaser shall
            offer  employment  to  all  current  employees  of the  Business  at
            comparable  salary and benefit  levels as of the Closing  Date.  All
            employment  and severance  obligations  regarding such employees for
            all periods  prior to the Closing  shall  remain with the Seller and
            the  Purchaser   shall  assume  no   responsibility   for  any  such
            obligations.

                                      (21)
<PAGE>

      7.3.  Cooperation  and  Assistance.  The  Purchaser  agrees to assist  the
            Seller in the  defense  of any such  claims by  providing  access to
            documents and making personnel available in connection with any such
            claims.  The Purchaser  shall also  cooperate with the Seller in any
            future Internal Revenue Service audits or  investigations  conducted
            by other  taxing  authorities  or with  respect to any  claims  made
            against  the Seller  that  related to actions  occurring  before the
            Closing  Date,  for which the Seller is legally  responsible  or for
            which the Seller is obligated to indemnify the Purchaser  under this
            Agreement.  In  connection  with any  such  cooperation  under  this
            Section 7.3, the  Purchaser and the Seller shall only be entitled to
            recover  from  the  other  party  hereto  its  out-of-pocket   costs
            incurred,  such as for travel and copying costs, it being understood
            that neither party shall be entitled to any per them consulting fees
            for the time involved of any of their personnel.

      7.4.  Purchaser's  Records.  After the Closing, the Purchaser shall retain
            all  financial  records  which  relate  to the  Business  including,
            without  limitation,  books,  records,  ledgers,  files,  documents,
            correspondence, computer discs, reports and similar documents of the
            Seller with respect to all  transactions  of the Seller  relative to
            the Business occurring prior to or relating to the Closing,  and the
            historical financial condition, assets, liabilities,  operations and
            cash flows of the Business. The Purchaser shall keep such records at
            its premises and shall make such  financial  records  available  for
            inspection   by  the  Seller  and  the   Seller's   duly   appointed
            representatives,  upon  reasonable  notice for  reasonable  business
            purposes at all  reasonable  times during  :normal  business  hours.
            After the Closing  Date,  none of such  records will be destroyed by
            the Purchaser  without prior written  notice to the Seller to enable
            the Seller to take  possession of or to make copies of such records,
            and this  obligation of the Purchaser  shall continue for as long as
            the  Seller  has any duty of  indemnification  or  liability  to the
            Purchaser under this Agreement.

      7.5.  Sales  and  Hospitality  Taxes.  The  Purchaser  shall  pay  and  be
            responsible for all sales and hospitality  taxes owing in connection
            with the Business from and after noon on the Closing Date.

8.    Conditions  Precedent to Obligations of the Purchaser.  The obligations of
      the  Purchaser  to  consummate  the  transactions   contemplated  by  this
      Agreement  are subject to the  fulfillment,  at or before the Closing,  of
      each of the  following  conditions,  any of  which  may be  waived  by the
      Purchaser  in writing,  and the Seller shall use its best efforts to cause
      such conditions to be fulfilled:

      8.1.  Representations  and  Warranties.  Each of the  representations  and
            warranties of the Seller in the Seller's Documents shall be true and
            correct in all material  respects on and as of the Closing Date with
            the same  force and effect as though  made on and as of the  Closing
            Date.

      8.2.  Performance  of the  Seller.  The Seller  shall have  performed  and
            complied in all material  respects with all  agreements,  covenants,
            and conditions required by the Seller's Documents to be performed or
            complied with by them at or before the Closing.

                                      (22)
<PAGE>

      8.3.  Delivery of Bill of Sale.  The Seller  shall have  delivered  to the
            Purchaser the Bill of Sale as provided in Section 3.

      8.4.  Delivery  of Lease  Termination  Agreement.  The  Seller  shall have
            delivered  to the  Purchaser  the  Lease  Termination  Agreement  as
            provided in Section 3.

      8.5.  Opinion of Counsel of the Seller. The Seller shall have delivered to
            the Purchaser an opinion of Doherty Rumble & Butler,  counsel to the
            Seller,  dated the  Closing  Date,  in the form  attached  hereto as
            Exhibit 8.5.

      8.6.  Certificate.   The  Purchaser  shall  have  received  a  certificate
            executed by the Seller, dated the Closing Date, certifying,  in such
            detail  as  the  Purchaser  may  reasonably   request,   as  to  the
            fulfillment of the conditions set forth in Sections 8.1 and 8.2.

      8.7.  Certified  Resolutions.  The Purchaser shall have received copies of
            resolutions  of the Seller's  Board of  Directors,  certified by the
            Secretary of the Seller,  authorizing  the  execution,  delivery and
            performance  of the  Agreement  and  the  transactions  contemplated
            hereby by the Seller and authorizing  the signatory  officers of the
            Seller to execute this Agreement.

      8.8.  Certificate  of Good Standing.  The Purchaser  shall have received a
            Certificate  of Good  Standing  for each CRC and CBC  dated not more
            than seven (7) days before the Closing  Date from the  Secretary  of
            State of the State of Minnesota.

      8.9.  Consents.  The Seller  shall  have  obtained  or, to the  reasonable
            satisfaction  of the  Purchaser  obviated  the need to  obtain,  all
            consents,  approvals,  or waivers from  regulatory  authorities  and
            third parties necessary for the execution, delivery, and performance
            of the Seller's  Documents and the transactions  contemplated by the
            Seller's Documents,  will without cost or other adverse consequences
            to the Seller.  The Seller shall  deliver a  certificate,  dated the
            Closing   Date,   stating   that  the   Seller  has   received   all
            authorizations, material consents, approvals and waivers required by
            this Section 8.9.

      8.10. Litigation.  No action or proceeding  shall be Tending or threatened
            before any court,  tribunal,  or governmental body, and, no claim or
            demand shall have been made against the Seller,  seeking to restrain
            or prohibit or to obtain damages or other relief in connection  with
            the  consummation of the  transactions  contemplated by the Seller's
            Documents,  or which might materially affect the Business,  which in
            the  reasonably   exercised   opinion  of  the  Purchaser  makes  it
            inadvisable to consummate such transactions.

      8.11. Title  Insurance.  The Purchaser shall have received a commitment of
            title  insurance from the Escrow Agent showing that the interests of
            Seller  being  conveyed  herein  are free from all  liens,  security
            interests,  judgments  and  encumbrances  and further  showing  that
            Seller has not nor has  allowed to be  created  any liens,  security
            interests,  judgments or  encumbrances  on the interest owned by the
            Landlord  under  the  Lease.  Purchaser  shall  also  have  received
            assurance  from the Escrow Agent that the Escrow Agent will Issue an
            Owner's Policy of Title  Insurance or an endorsement to the 

                                      (23)

<PAGE>

            existing Owner's Policy of Title Insurance in favor of the Purchaser
            in accordance with this Section 8.11.

      8.12. UCC Section.  The Purchaser shall have received  results  reasonably
            satisfactory  to the  Purchaser  of a  search  of the  files  of the
            Secretary of State  and/or  County of each state in which the Seller
            does business showing all filings under the Uniform  Commercial Code
            (the "UCC') including liens or warrants for delinquent taxes, naming
            the Seller as a debtor or otherwise encumbering the Purchased Assets
            or the Business.

      8.13. Release of Liens.  The Purchaser  shall have received  evidence (the
            "Release Evidence"),  reasonably  satisfactory to the Purchaser,  of
            the  termination  of all loan  agreements,  security  agreements and
            notes,  the  termination  and  release  of all  liens  and  security
            interests in  collateral,  and the  termination of any UCC financing
            statements.

      8.14. Purchase Price  Allocation.  The Purchaser and the Seller shall have
            completed the Purchase Price Allocation described in Section 2.5.

      8.15. Mutual  Release.  The  Seller  and  CPMJ  shall  have  executed  and
            delivered  to the  Purchaser  the  Mutual  Release  dated as of, the
            Closing Date as described in Section 3 which  mutually  releases the
            Purchaser,  GC1 and the Seller  from any  obligations,  rights,  and
            claims as  described  in the  Mutual  Release  arising  out of or in
            connection  with the  Hotel  Development  Agreement,  the  Marketing
            Agreement  and any other  agreement  entered into by the Seller (and
            CPMI), Purchaser and/or GCI relating to the Hinckley Hotel.

      8.16. Easement  Termination   Agreement.   CBC  shall  have  executed  and
            delivered to the  Purchaser  the Easement  Termination  Agreement as
            provided in Section 3.

9.    Conditions  Precedent to Obligations of the Seller. The obligations of the
      Seller to consummate the  transactions  contemplated by this Agreement are
      subject  to the  fulfillment,  at or before  the  Closing,  of each of the
      following conditions, any of which may be waived by the Seller in writing,
      and the Purchaser  shall use its best efforts to cause such  conditions to
      be fulfilled:

      9.1.  Representations  and Warranties.  The representations and warranties
            of the  Purchaser  in the  Purchaser's  Documents  shall be true and
            correct in all material  respects on and as of the Closing Date with
            the same force and effect as though the same had been made on and as
            of the Closing Date.

      9.2.  Performance by the Purchaser. The Purchaser shall have performed and
            complied in all material  respects with the  agreements,  covenants,
            and conditions required by the Purchaser's Documents to be performed
            or complied with by it at or before the Closing.

      9.3.  Assumption and Liabilities; Purchase Price. The Purchaser shall have
            delivered the  Assignment  and  Assumption  Agreement as provided in
            Section  3 and,  if  possible,  

                                      (24)

<PAGE>

            shall have made the net closing  adjustment  payment  required to be
            made by the Purchaser pursuant to Section 2.4.

      9.4.  Opinion of Purchaser's  Counsel.  The Purchaser shall have delivered
            to the  Seller an  opinion  of  Oppenheimer  Wolff &  Donnelly  LLP,
            counsel  to the  Purchaser,  dated  the  Closing  Date,  in the form
            attached hereto as Exhibit 9.4.

      9.5.  Certificate.  The Seller shall have received a certificate  executed
            by the Purchaser, dated the Closing Date, certifying, in such detail
            as the Seller may reasonably  request,  as to the fulfillment of the
            conditions set forth in Sections 9.1 and 9.2.

      9.6.  Certified  Resolutions.  The Seller  shall have  received  copies of
            resolutions   of  the   Purchaser,   certified  by  the   Purchaser,
            authorizing the execution, delivery and performance of the Agreement
            and the  transactions  contemplated  hereby  by the  Purchaser,  and
            authorizing the signatory  officers of the Purchaser to execute this
            Agreement.

      9.7.  Litigation.  No action or proceeding  shall be pending or threatened
            before any court,  tribunal,  or governmental  body, and no claim or
            demand  shall  have been  made  against  the  Purchaser  seeking  to
            restrain  or  prohibit  or to  obtain  damages  or other  relief  in
            connection with the consummation of the transactions contemplated by
            the Purchaser's Documents, which in the reasonably exercised opinion
            of the Seller makes it inadvisable to consummate such transaction.

      9.8.  Consents.  The Purchaser  shall have obtained or, to the  reasonable
            satisfaction  of  the  Seller  obviated  the  need  to  obtain,  all
            consents, approvals or waivers from regulatory authorities and third
            parties necessary for the execution, delivery and performance of the
            Purchaser's  Documents  and  the  transactions  contemplated  by the
            Purchaser's   Documents,   all   without   cost  or  other   adverse
            consequences   to  the  Seller.   The  Purchaser   shall  deliver  a
            certificate,  dated the Closing Date, stating that the Purchaser has
            received all necessary authorizations,  material consents, approvals
            and waivers required by this Section 9.8.

      9.9.  Mutual  Release.  The Purchaser shall have executed and delivered to
            the Seller the Mutual  Release as  described  in Sections 3 and 8.15
            above.

      9.10. Easement  Termination  Agreement.  The  Purchaser  shall deliver the
            Easement Termination  Agreement as provided in Section 3 executed by
            HHC.

10.   Closing Deliveries.

      10.1. Deliveries of the Seller. At the Closing,  the Seller shall deliver,
            or shall cause to be delivered, to the Purchaser the following:

            (a)   The Bill of Sale  conveying  to the  Purchaser  the  Purchased
                  Assets  free  and  clear of all  claims  except  as  disclosed
                  hereunder.

                                      (25)
<PAGE>

            (b)   The Lease Termination Agreement terminating the Business Lease
                  effective on the date and time of Closing.

            (c)   The executed  opinion of Doherty  Rumble & Butler,  counsel to
                  the Seller, referred to in Section 8.5.

            (d)   The certificate  referred to in Section 8.6,1 duly executed by
                  the Seller.

            (e)   The certified Board resolutions referred to in Section 8.4.

            (f)   Good Standing Certificates referred to in Section 8.8.

            (g)   Copies of the consents,  approvals,  or waivers referred to in
                  Section 8.9.

            (h)   The Release Evidence referred to in Section 8.13.

            (i)   The Mutual Release referred to in Section 8.15.

            (j)   The  Easement  Termination  Agreement  referred  to in Section
                  8.16.

      10.2. The  Purchasers  Deliveries.  At the Closing,  the  Purchaser  shall
            deliver or cause to be delivered to the Seller the following:

            (a)   The Closing  Cash  Purchase  Price and net closing  adjustment
                  payment referred to in Sections 2.2 and 2.4.

            (b)   The  Assignment  and  Assumption  Agreement,  referred  to  in
                  Section 3, duly executed by the Purchaser.

            (c)   The  executed  opinion of  Oppenheimer  Wolff & Donnelly  LLP,
                  counsel to the Purchaser, referred to in Section 9.4.

            (d)   The  certificate  referred to in Section 9.5, duly executed by
                  the Purchaser.

            (e)   Certified  resolutions of the Purchaser referred to in Section
                  9.6.

            (f)   Copies of the  consents,  approvals or waivers  referred to in
                  Section 9.8.

            (g)   The Mutual Release referred to in Section 9.9.

            (h)   The Easement  Termination  Agreement referred to in Section 9.
                  10.

            (i)   The insurance certificate referred to in Section 5.4.

            (j)   A Resale Certificate for the Inventory.

                                      (26)
<PAGE>

11.   Restrictive Covenant.

      11.1. Noncompetition.  The parties  acknowledge that the Seller carries on
            the Business  within a ten mile radius of Hinckley,  Minnesota  (the
            "Territory"),  that  a  substantial  portion  of  the  value  of the
            Purchased  Assets and the Business  being  purchased is the goodwill
            the  Seller  has built up in the  Territory  and the  ability of the
            Purchaser and the  Purchaser's  other  subsidiaries  to expand their
            operations within the Territory, and that the Purchaser would not be
            purchasing the Purchased Assets but for such goodwill and ability to
            expand.  Accordingly,  during the  "Restricted  Period"  (as defined
            below),  the Seller and its respective  affiliates shall not without
            the  prior  written   consent  of  the  Purchaser  (i)  directly  or
            indirectly, in any part of the Territory, engage or be interested in
            or carry on (whether as owner, partner, consultant, employee, agent,
            or otherwise) any business, activity, or enterprise which is similar
            to or competes with in any aspect of the Business;  (ii) directly or
            indirectly  employ  or  otherwise  engage,  or  offer to  employ  or
            otherwise engage,  any person who is then (or was at any time within
            two years prior to the time of such employment, engagement, or offer
            thereof) an employee,  sales representative,  or agent of the Seller
            or the  Purchaser  relative,  to the Business  (as  successor to the
            Business of the Seller);  or (iii) directly or indirectly  induce or
            influence  any  customer,  supplier,  or  other  person  that  has a
            business  relationship with the Seller or the Purchaser relative to.
            the   Business  to   discontinue   or  reduce  the  extent  of  such
            relationship  with  the  Purchaser  relative  to  the  Business  (as
            successor to the Business).  As used herein, the "Restricted Period"
            shall mean the period expiring on the second anniversary of the date
            hereof.  In addition,  the Seller,  and its  affiliates  shall never
            divulge to any third parties any trade secrets, customer or supplier
            lists,  pricing  information,  marketing  arrangements,  strategies,
            business plans, internal performance  statistics,  training manuals,
            or other  information  concerning the Business that is competitively
            sensitive or confidential, unless such information is required to be
            disclosed by law, rule or regulation or by reason of subpoena, court
            order or government action;  provided,  however, that the Seller and
            its affiliates shall not disclose such  information  until they have
            given the Purchaser prompt notice of the requirement to disclose and
            the Purchaser, should it so desire, has had a reasonable opportunity
            to take any action designed to prevent such disclosure.

      11.2. Damage. Because a breach, or attempted or threatened breach, of this
            restrictive  covenant  will result in  immediately  and  irreparable
            injury to the  Purchaser  for which the  Purchaser  will not have an
            adequate remedy at law, the Purchaser shall be entitled, in addition
            to all other remedies,  to a decree of specific  performance of this
            covenant and to a temporary and permanent  injunction enjoining such
            breach, without posting bond or furnishing similar security.

      11.3. Investment.  The  provisions  of Section 11.1  notwithstanding,  the
            Seller  or any  affiliate  of the  Seller  thereof  may  invest in a
            publicly  held  company,  provided  that  such  investment  does not
            constitute more than five percent (5%) of the issued and outstanding
            securities of such company and any such person is strictly a passive
            investor   without  any  direct  or  indirect   involvement  in  the
            operations of the company.

                                      (27)
<PAGE>

      11.4. Further  Assurances.  The  parties  shall  cooperate  and take  such
            actions,  and  execute  such  other  documents,  at the  Closing  or
            subsequently, as either may reasonably request in order to carry out
            the provisions or purpose of this Agreement.

      11.5. The Seller's Employees.

            (a)   Offer  of  Employment.  Seller's  Employees  relative  to  the
                  Business  who  accept  past  service  with the  Seller for the
                  purposes of determining  their vesting in or  eligibility  for
                  any employee  plan,  hospital,  medical,  dental or disability
                  plan,  vacation or sick leave, and life insurance  benefits of
                  the  Purchaser.  No credit  shall be allowed for past  service
                  with the Seller  relative to the Business in  determining  the
                  amount of any financial benefit under such benefit plans

            (b)   Severance   Benefits.   The  Purchaser   shall  not  have  any
                  obligation to make  severance  payments to any of the Seller's
                  employee  relative to the Business by virtue of such employees
                  termination of employment with or by the Seller prior to or as
                  of the Closing, or termination by the Purchaser  subsequent to
                  the Closing  other than as  specifically  provided  for in the
                  benefit plans adopted by the Purchaser and  specifically  made
                  applicable to such employees hired by the Purchaser.

            (c)   Credit for Service with Seller.  If any former  employee hired
                  by the  Purchaser  is given credit  under this  Agreement  for
                  service  with  the  Seller,  the  service  credited  shall  be
                  determined  solely  with  reference  to data  provided  to the
                  Purchaser by the Seller.

            (d)   Seller's Employment  Agreements.  The Purchaser shall not have
                  any   responsibility   or   liability   under   any   deferred
                  compensation  agreement  or Plan,  or any  individual  written
                  agreement between the Seller and any of the Seller's employees
                  relative,  to the Business  setting  forth  specific  terms of
                  employment  duration  or  compensation,   including,   without
                  limitation,  any termination  agreement,  or any agreement for
                  parachute payments within the meaning of Code Section 280G.

            (e)   COBRA  Requirements.  The Seller shall be responsible for full
                  compliance with the requirements of the  Consolidated  Omnibus
                  Budget  Reconciliation Act of 1985, as amended ("COBRA"),  and
                  any  costs,  expenses,  Claims,  Liabilities,  or  obligations
                  related thereto, as required by COBRA.

            (f)   No Rights to Employment. Nothing, expressed or implied in this
                  Agreement  shall confer upon any of the  Seller's,  employees,
                  beneficiaries, dependents, legal representatives or collective
                  bargaining agents of such employees any right or remedy of any
                  nature  or  kind  whatsoever   under  or  by  reason  of  this
                  Agreement,   including   without   limitation   any  right  to
                  employment  or  to  continued  employment  for  any  specified
                  period,  at any specified  location or under any specified job
                  category.

                                      (28)
<PAGE>

12.   Brokers and Finders. Each party represents to the other that it has had no
      dealings with any broker or finder or similar  person in  connection  with
      the transactions contemplated by this Agreement. Should any other claim be
      made for a broker's, finder's or similar fee, on account of any actions or
      dealings by a party or its agents, such party shall indemnify and hold the
      other party  harmless from and against any and all liability and expenses,
      including reasonable attorneys' fees, incurred by reason of any claim made
      by such broker, finder, or similar person.

13.   Indemnification.

      13.1. Indemnification by the Seller.  The Seller shall indemnify,  defend,
            and hold harmless the Purchaser  and its  affiliates,  promptly upon
            demand  at any  time  and from  time to  time,  against  any and all
            losses,   liabilities,   claims,  actions,  damages,  and  expenses,
            including,  without  limitation,  attorneys' fees and  disbursements
            (collectively,  "Losses"),  arising out of or in connection with any
            of  the  following:  (a)  any  misrepresentation  or  breach  of any
            warranty  made by the Seller in any of the Seller's  Documents;  (b)
            the Retained  Liabilities;  (c) any breach or  nonfulfillment of any
            covenant  or  agreement  made by the  Seller in any of the  Seller's
            Documents;  (d) the claims of any broker,  finder, or similar person
            engaged  bit the  Seller;  (e) any  customer  claims for  damaged or
            defective  goods  sold or  services  provided  prior to the  Closing
            except  to the  extent  such  goods  may be  returned,  or  services
            refunded,  by the  Purchaser to the  manufacturer  for credit of not
            less than 90% of the full purchase price paid to such  manufacturer;
            (f) any claim by any federal,  state or local taxing  authority  for
            taxes,  interest,  penalties,  fees,  assessments,  duties and other
            similar  governmental  charges which arise from the operation of the
            Business  by the Seller  during any period or periods on or prior to
            noon on the Closing  Date;  (g) any  Environmental  Liabilities  and
            Costs (as  defined in Section  4.19) that are  related in any way to
            the Seller's use, control, ownership or operation of the Business or
            the Purchased Assets, including,  without limitation, any on-site or
            off-site  activities of the Seller involving  Hazardous  Substances,
            Oils,  Pollutants or Contaminants  (as defined in Section 4.19), and
            that  occurred,  existed,  arose out of conditions or  circumstances
            that occurred or existed, or were caused, in whole or in part during
            the period of time  commencing on August 11, 1993 and  continuing to
            and including noon on the Closing Date, whether or not the pollution
            or threat to human  health or the  environment  or  violation of any
            Environmental  Laws (as defined in Section 4.19) is described in the
            Disclosure  Schedule;  and (h)  without in any manner  limiting  the
            foregoing, Losses which arise from the operation of the Business, or
            from the ownership of the Purchased Assets by the Seller, during the
            period of time  commencing on August 11, 1993 and  continuing to and
            including  noon on the Closing  Date,  except for those  liabilities
            which constitute Assumed Liabilities, or other liabilities expressly
            assumed by the Purchaser hereunder.

      13.2. Indemnification  by the  Purchaser.  The Purchase  shall  indemnify,
            defend,  and hold  harmless the Seller,  promptly upon demand at any
            time and from time to time,  against any and all Losses  arising out
            of  or  in   connection   with  any  of  the   following:   (a)  any
            misrepresentation or breach of any warranty made by the Purchaser in
            any of the Purchaser's  Documents;  (b) any breach or nonfulfillment
            of any covenant or 

                                      (29)

<PAGE>

            agreement  made by the Purchaser in Purchaser's  Documents;  (c) the
            claims of any  broker,  finder,  or  similar  person  engaged by the
            Purchaser;  (d) any failure to pay the Assumed  Liabilities or other
            liabilities  expressly  assumed  by  the  Purchaser  hereunder;  (e)
            without in any manner limiting the foregoing,  any  liabilities.  or
            obligations  of, or claims or causes of action  against  the  Seller
            which arise from the  operation  of the  Business  by the  Purchaser
            during any period or periods  after noon on the Closing Date; (0 any
            customer  claims for  damaged or  defective  goods sold or  services
            provided by the  Purchaser  after noon on the Closing  Date,  except
            such goods that were sold by Seller to  Purchaser  or services  that
            included the provision of such goods;  (g) any claim by any federal,
            state or local  taxing  authority  for taxes,  interest,  penalties,
            fees,  assessments,  duties and other similar  governmental  charges
            which arise from the  operation  of the  Business  by the  Purchaser
            after  noon  on  the  Closing  Date;   and  (h)  any   Environmental
            Liabilities and Costs (as defined in Section 4. 19) that are related
            in any way to the Purchaser's use,  control,  ownership or operation
            of  the  Business  or  the  Purchased  Assets,  including,   without
            limitation,  any on-site or  off-site  activities  of the  Purchaser
            involving Hazardous Substances, Oils, Pollutants or Contaminants (as
            defined in Section 4.19), and that occurred,  existed,  arose out of
            conditions or circumstances that occurred or existed, or were caused
            solely after noon on the Closing Date.

      13.3. Further Provisions Regarding Indemnification.

            (a)   Survival.  Notwithstanding  any  examination or  investigation
                  made by or for any  party,  all  representations,  warranties,
                  indemnities,  covenants,  and agreements made by the Seller in
                  the  Seller's  Documents,  and  made by the  Purchaser  in the
                  Purchaser's Documents,  shall survive the Closing for a period
                  of one (1) year from the Closing Date.

            (b)   Limitations.  Notwithstanding  the  foregoing,  neither  party
                  shall be entitled to indemnification for Losses arising out of
                  matters  referred to in Sections 13.1 or 13.2, as  applicable,
                  unless it shall have given written  notice to the other party,
                  setting  forth  its claim for  indemnification  in  reasonable
                  detail, within two (2) years after the Closing Date; provided,
                  however,  that the foregoing  limitation  shall not apply with
                  respect to the obligations of the Purchaser assumed in Section
                  2.  1(a),  a  breach  of the  representations  and  warranties
                  contained  in  Section  4.1  (other  than  the  last  sentence
                  thereof), 4.2, 4.8 and 4.19, and in Sections 5.1, 5.2 and 5.3,
                  with  respect  to  which  sections   respective   statutes  of
                  limitation of applicable law shall apply,  and with respect to
                  breaches of the  representations  and warranties  contained in
                  Section  4.7,  such notice shall be given at any time prior to
                  the  expiration  of the  last  federal  or  state  statute  of
                  limitations  relating to the tax liability  discussed therein.
                  Notwithstanding  the foregoing,  no Party shall be entitled to
                  indemnification for any Losses arising out of matters referred
                  to in  Sections  13.1(a)  through  (e),  13.1(h),  or  13.2(a)
                  through (f) or 13.2(h), as applicable,  unless and only to the
                  extent that such Losses exceed $30,000 in the aggregate.

                                      (30)
<PAGE>

            (c)   Defense.  If an  indemnified  party shall receive  notice of a
                  claim asserting Losses for which it is indemnified  under this
                  Agreement,  it shall promptly notify the  indemnifying  party.
                  The failure to notify the indemnifying party shall not relieve
                  the indemnifying party from its indemnity  obligation,  except
                  to  the  extent  its   defense  of  the  action  is   actually
                  prejudiced.  The  indemnifying  party  may,  at its  cost  and
                  expense,  participate  in the  defense of such  action and may
                  assume the defense with counsel satisfactory,  in the exercise
                  of  reasonable   judgment,   to  the  indemnified  party.  The
                  indemnifying party may settle, compromise and pay any claim of
                  or  to  any  third  party.  If  the  indemnified  party  shall
                  reasonably  conclude  that its  interests  in such  action are
                  materially  different from those of the indemnifying  party or
                  that  it may  have  defenses  that  are  different  from or in
                  addition to those  available to the  indemnifying  party,  the
                  indemnified  party may call such  matters to the  attention of
                  the  indemnifying  party,  who shall use its best  efforts  to
                  incorporate such concerns into the defense of such action.  If
                  the  indemnified  party still  believes that its interests are
                  not  being  protected  in such  action,  it may  use  separate
                  counsel  to  assert  such  matters,  but at its sole  cost an4
                  expense.  If the  indemnifying  party shall assume the defense
                  with  counsel  satisfactory  to  the  indemnified  party,  the
                  indemnifying  party shall not be liable for any legal expenses
                  subsequently  incurred by the indemnified  party. If the claim
                  is one that  cannot by its  nature be  defended  solely by the
                  indemnifying party, the indemnified party shall make available
                  all information and assistance that the indemnifying party may
                  reasonably request.

14.   Termination.

      14.1. Termination Events. This Agreement may, by notice given on or before
            the Closing Date, in the manner hereinafter  provided, be terminated
            and abandoned:

            (a)   Material Default.  By the Purchaser or the Seller if the other
                  party  materially  defaults or  breaches  the  Agreement  with
                  respect to the due and timely performance of any of such other
                  party's  covenants and agreements  contained  herein,  or with
                  respect  to due  compliance  with  any of such  other  party's
                  representations  and  warranties  contained  herein,  and such
                  default  shall have not been cured  within ten (10) days after
                  receipt of notice from the party alleging  default  specifying
                  such  default with  particularity,  unless the default is of a
                  type which cannot be cured within ten (10) days after  receipt
                  of  notice,  in which  case  such  other  party  shall  have a
                  reasonable time within which to cure such default.

            (b)   Conditions  Not Met. By the Purchaser if all of the conditions
                  set forth in Section 8 shall not have been  satisfied  (or are
                  incapable of being  satisfied) on or before Closing or waived,
                  by the Purchaser on or before such date; or by the Seller,  if
                  all of the  conditions  set forth in  Section 9 shall not have
                  been  satisfied  (or are  incapable  of  being  satisfied)  by
                  Closing or waived by the Seller on or before such date.

                                      (31)

<PAGE>

            (c)   Mutual Consent.  By mutual consent of the of the Purchaser and
                  the Seller.

            (d)   Closing Not Occurred. By either the Purchaser or the Seller if
                  the  Closing  shall  not have  occurred,  through  no fault of
                  either party, on or before June 30, 1998 or such later date as
                  may be agreed upon by the parties.

            (e)   Effect  of  Termination.  Each  party's  right of  termination
                  hereunder  is in  addition  to any  other  rights  it may have
                  hereunder  or  otherwise.  If  this  Agreement  is  rightfully
                  terminated   pursuant   to  this   Section   14,  all  further
                  obligations of the parties  hereunder shall terminate,  except
                  for the obligations set forth in Section 15.6.

            (f)   Confidentiality.   If  this  Agreement  is   terminated,   the
                  Purchaser  will promptly  return (or destroy,  if requested by
                  the Seller) any material which the Seller has furnished to the
                  Purchaser,  and the  Purchaser  agrees to take all  reasonable
                  steps to protect and maintain the  confidential  nature of any
                  such   information   obtained   by   the   Purchaser   in  its
                  investigation of the Seller.

15.   Miscellaneous.

      15.1. Notices. All notices or other communications in connection with this
            Agreement  shall be in writing  and shall be  considered  given when
            personally delivered or when mailed by registered or certified mail,
            postage  prepaid,   return  receipt  requested,  or  when  sent  via
            commercial courier or telecopier, directed, as follows:

            If to the Seller:

            Casino Resource Corporation
            707 Bienville Boulevard Ocean Springs, Mississippi 39564
            Attn: Ms.  Noreen Pollman
            Telephone No.: (228) 872-5558
            Facsimile No.: (228) 872-4456

            With copies to:

            Doherty, Rumble & Butler, Professional Association
            3500 Fifth Street Towers
            150 South Fifth Street
            Minneapolis, Minnesota 55402
            Attn: Andrew Tataryn, Esq.
            Telephone No.: (612) 343-5636
            Facsimile No.: (612) 340-5584

            If to the Purchaser:

            Corporate Commission of the
            Mille Lacs Band of Ojibwe Indians

                                      (32)

<PAGE>

            HCR 67, Box 194 Onamia, MN 56359
            Attn: Commissioner of Corporate Affairs
            Telephone No.: (800) 626-5825, Ext.  5776
            Facsimile No.: (612) 449-5984

            With copies to:

            Oppenheimer Wolff & Donnelly LLP
            45 South Seventh Street
            Suite 3400 Minneapolis, NIN 55402
            Attn: James E.  Schatz, Esq.
            Telephone No.: (612) 607-7433
            Facsimile No.: (612) 607-7833

      15.2. Entire  Agreement.  This Agreement (which includes the schedules and
            exhibits)  sets forth the parties'  final and entire  agreement with
            respect  to its  subject  matter  and  supersedes  any and all prior
            understandings  and agreements,  oral or written,  relating thereto.
            This  Agreement can be amended,  supplemented,  or changed,  and any
            provision,  of this  Agreement  can be  waived,  only  by a  written
            instrument making specific reference to this Agreement signed by the
            party against whom  enforcement of any such  amendment,  supplement,
            change, or waiver is sought.

      15.3. Successors.  This Agreement shall be binding upon and shall inure to
            the benefit of the parties and their  respective  heirs,  executors,
            administrators,  personal representatives,  successors, and assigns;
            provided,  however,  that  neither this  Agreement  nor any right or
            obligation  under this  Agreement  may be assigned  or  transferred,
            except that Purchaser may assign this Agreement and its rights under
            this Agreement to any direct or indirect wholly-owned  subsidiary of
            the Purchaser and to financial institutions providing the Financing.

      15.4. Section  Headings.  The section  headings in this  Agreement are for
            reference  purposes only and shall not affect in any way the meaning
            or interpretation of this Agreement.

      15.5. Other Discussions. Unless this Agreement shall have been terminated,
            the Seller shall not  consider or entertain  any offers for, or hold
            discussions  with any  person  regarding,  the  acquisition  of arty
            assets or capital stock of the Seller relative to the Business.

      15.6. Fees and  Expenses,  Sales  Taxes.  Whether or not the  transactions
            contemplated  by this Agreement are  consummated,  the parties shall
            pay their own respective expenses.

      15.7. Severability.  If any provision of this  Agreement  shall be held by
            any court of  competent  jurisdiction  to be  illegal,  invalid,  or
            unenforceable,  such provision shall be construed and enforced as if
            it had been more narrowly drawn so as not to be illegal, invalid, or
            unenforceable, and such illegality,  invalidity, or unenforceability
            shall 

                                      (33)

<PAGE>

            have no effect upon and shall not impair the  enforceability  of any
            other provision of this Agreement.

      15.8. Governing Law. This Agreement shall be governed by and construed and
            interpreted  in  accordance  with the  internal  law of the State of
            Minnesota (without reference to its rules as to conflicts of law).

      15.9. Counterparts.  This  Agreement  may  be  executed  in  one  or  more
            counterparts,  each of which shall be deemed an original, but all of
            which taken together shall constitute one and the same instrument.

      15.10.Bulk Transfers.  The parties waive  compliance with the requirements
            of the bulk sales law of any applicable  jurisdiction  in connection
            with the sale of the Purchased Assets to the Purchaser.

      15.11.Waiver,   Discharge,  Etc.  This  Agreement  may  not  be  released,
            discharged, abandoned, changed, or modified in any manner, except by
            an instrument in writing  signed on behalf of each of the parties by
            their duly authorized  representatives.  The failure of any party to
            enforce at any time any of the provisions of this Agreement shall in
            no way he construed to waive any such  provision,  nor in any way to
            affect the  validity.  of this  Agreement or any part thereof or the
            right of any  party  thereafter  to;  enforce  each and  every  such
            provision.  No waiver of any breach of this Agreement  shall be held
            to be a waiver of any other or subsequent breach.

      15.12.Limited Waiver of Sovereign  Immunity.  The Purchaser  hereby waives
            its  sovereign  immunity  from suit to the  extent,  and only to the
            extent,  stated in this  Section  15.12.  During the period that the
            Purchaser's  obligations under this Agreement are in existence,  the
            Purchaser  consents to be sued,  or named a party,  by Seller in any
            action  arising  under or related to this  Agreement  and seeking to
            enforce a term or terms of this Agreement or seeking damages for the
            Purchaser's  violation  hereof,  brought  or  pursued  in the United
            States  District  Court for the  District of  Minnesota,  the United
            States Court of Appeals for the Eighth Circuit and the United States
            Supreme Court jointly, the "Courts");  provided,  however,  that any
            award of damages against the Purchaser shall be collectible  from or
            executable  against only the  undistributed  or future income of the
            Purchaser and shall not be  collectible  from or executable  against
            any other asset of the  Purchaser.  The  Purchaser  hereby agrees to
            submit to the  jurisdiction  of the Courts,  waives any objection to
            the  jurisdiction  of the  Courts  and  agrees  riot to object to or
            contest such jurisdiction. The Seller and the Purchaser hereby agree
            to assert and argue that the Courts have  jurisdiction  over them in
            any action under or related to this Agreement.  If the Seller in any
            way  challenges  the  jurisdiction  of the Courts in such an action,
            such challenge shall render the limited waiver of sovereign immunity
            provided for in this Section 15.12  ineffective  with respect to the
            action in which the challenge occurs. In addition to the Courts, the
            Purchaser  may be sued,  or named,  a party,  in any action  arising
            under or related  to this  Agreement  or related to the  Purchaser's
            related investment in the Company brought or pursued in the Court of
            Central  Jurisdiction of the Mille Lacs Band of Qjibwe Indians.  The
            limited waiver of sovereign  immunity by the 

                                      (34)

<PAGE>

            Purchaser  provided for in this Section 15.12 shall not be effective
            in any way relative to the Mille Lacs Band of Ojibwe  Indians or any
            of its assets.


                  [Remainder of page intentionally left Blank]




                                      (35)
<PAGE>


         IN WITNESS WHEREOF,  the parties have duly executed tins Asset Purchase
Agreement  by  their  authorized  representatives  as of the  date  first  above
written.

PURCHASER:                         CORPORATE COMMISSION OF THE
                                   MILLE LACS BAND OF OJIWE INDIANS


                                   By: _________________________________________

                                   Its: ________________________________________
     
                                   Dated: June 29, 1998



SELLER:                            CASINO RESOURCE CORPORATION


                                   By: _________________________________________

                                   Its: ________________________________________

                                   Dated: June 29, 1998


                                   CASINO BUILDING CORPORATION

                                   By: _________________________________________

                                   Its: ________________________________________





                                      (36)
<PAGE>


                                    SEE ANNEX

                           FOR EXHIBITS AND SCHEDULES

                                       TO

                            ASSET PURCHASE AGREEMENT