<PAGE>

                                                                    EXHIBIT 10.4


                                   ASSIGNMENT

                       (LAKES CORNING TO LAKES CLOVERDALE)

         THIS ASSIGNMENT is made as of the 28th day of February, 2003, between
LAKES CORNING, LLC, a Minnesota limited liability company ("Assignor"), and
LAKES CLOVERDALE, LLC, a Minnesota limited liability company ("Assignee").

                                    RECITALS

         A.       Assignor and Assignee are each wholly owned subsidiaries of
                  Lakes Gaming and Resorts, LLC, a Minnesota limited liability
                  company ("Lakes"). Assignor and MRD Gaming, LLC, a California
                  limited liability company ("MRD"), together own all of the
                  membership interests in Pacific Coast Gaming - Corning, LLC, a
                  Minnesota limited liability company ("Corning Joint Venture").
                  Assignee and MRD together own all of the membership interests
                  in Pacific Coast Gaming - Santa Rosa, LLC, a Minnesota limited
                  liability company ("Cloverdale Joint Venture"). The Corning
                  and Cloverdale Joint Ventures have each been engaged in the
                  business of developing casino projects on Indian lands
                  pursuant to the terms of that certain Acquisition and
                  Participation Agreement between MRD and Lakes dated August 7,
                  2000, as amended on October 12, 2000, October 11, 2001 and
                  February 28, 2003, as previously assigned by Lakes to Assignor
                  and Assignee (as amended, the "Participation Agreement").

         B.       Corning Joint Venture entered into a series of agreements with
                  the Paskenta Band of Nomlaki Indians of California (the
                  "Tribe") relating to the financing and construction of a
                  casino project near Corning, California. Corning Joint Venture
                  then terminated its relationship with the Tribe pursuant to
                  that certain Termination Agreement of Project Funding and Loan
                  Agreement and Related Project Transaction Documents between
                  the Corning Joint Venture and the Tribe dated October 11, 2001
                  ("Termination Agreement").

         C.       In connection with winding up its business and with the intent
                  to dissolve, Corning Joint Venture has pursuant to an
                  Assignment of even date herewith assigned all of its rights
                  under the Termination Agreement to MRD and to Assignor.

         D.       Assignor also intends to wind up its business and dissolve.
                  Assignor therefore desires to assign certain assets to
                  Assignee, and Assignee desires to accept such assignment.

                                   ASSIGNMENT

         NOW, THEREFORE, in consideration of the foregoing recitals of fact
(which are a part of this Agreement) and other good and valuable consideration,
the receipt and sufficiency of



                                       1
<PAGE>
which is hereby acknowledged, the parties hereby take the following actions and
agree as follows:

         1.       ASSIGNMENT. Assignor does hereby assign, transfer, set over,
grant, bargain, sell and deliver unto Assignee, all right, title and interest
that Assignor has or may have in any assets, specifically including, but not
limited to, any rights relating or arising from the Participation Agreement or
any related agreements or documents, including those agreements and documents
described on Exhibit A hereto (the "Assigned Assets"), to have and to hold said
rights and property unto Assignee, its successors and assigns, to and for its or
their use forever; provided however that such assignment does not include any
delegation or assignment of duties or obligations under the Assigned Assets.
Assignor agrees to deliver the original of the Corning Project Development Note
promptly to Assignee and further agrees, upon the request of Assignee, to
execute and deliver such further documents as may be reasonably necessary to
effect this Assignment, including without limitation an endorsement of such note
in the form attached hereto as Exhibit B.

         2.       ACCEPTANCE OF ASSIGNED ASSETS. Assignee hereby accepts the
assignment of the Assigned Assets.

         3.       GOVERNING LAW. This Assignment shall be governed by Minnesota
law, without regard to conflict of laws provisions thereof. The parties hereby
consent to the jurisdiction of the state and federal courts located in
Minneapolis, Minnesota, agree that any dispute relating to this Assignment shall
be exclusively venued in such courts, and waive any argument that such venue is
not convenient.

         4.       COUNTERPARTS / FAXED SIGNATURES. This Assignment may executed
in any number of counterparts, each of which shall be deemed an original, but
all of which, taken together, shall constitute one document. Faxed signatures
shall be deemed originals.



                                       2
<PAGE>
         IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed with full authority.


                                            LAKES CORNING, LLC
In the presence of:


                                            By  /s/ Timothy J. Cope
---------------------------------              ---------------------------------
                                            Timothy J. Cope
                                            Its Chief Financial Manager


In the presence of:                         LAKES CLOVERDALE, LLC


                                            By   /s/ Timothy J. Cope
---------------------------------              ---------------------------------
                                            Timothy J. Cope
                                            Its Chief Financial Manager




  (Signature Page to Assignment Agreement -- Lakes Corning to Lakes Cloverdale)

<PAGE>

                                                                       EXHIBIT A

                                 ASSIGNED ASSETS

1.       Acquisition and Participation Agreement between MRD and Lakes dated
         August 7, 2000, as amended on October 12, 2000, October 11, 2001 and
         February 28, 2003, as assigned to Assignor by Lakes pursuant to
         Assignment and Assumption Agreement between Lakes and Assignor dated
         October 12, 2000.

2.       Promissory Note in the amount of $9,200,000 payable by Corning Joint
         Venture to Assignor dated October 12, 2000 (Corning Project Development
         Loan).

3.       Pledge Agreement between MRD and Assignor, dated October 12, 2000.

4.       Security Agreement between MRD and Assignor, dated October 12, 2000.

5.       Security Agreement between Cloverdale Joint Venture and Assignor and
         Assignee dated October 12, 2000.

6.       Assignment of Limited Liability Company Interest by MRD in favor of
         Assignor dated October 12, 2000.

7.       Guaranty executed by Cloverdale Joint Venture in favor of Assignor
         dated October 12, 2000.


<PAGE>

                                                                       EXHIBIT B


                                   ENDORSEMENT

Lakes Corning, LLC, a Minnesota limited liability company, hereby assigns to
Lakes Cloverdale, LLC, a Minnesota limited liability company, without recourse,
all right, title and interest of Lakes Corning, LLC in, to and under the
attached promissory note dated as of October 12, 2000 executed by Pacific Coast
Gaming-Corning, LLC, a Minnesota limited liability company, and payable to the
order of Lakes Corning, LLC in the original principal amount of $9,200,000.

Date: February 28, 2003                      LAKES CORNING, LLC


                                              By   /s/ Timothy J. Cope
                                                 -------------------------------
                                              Timothy J. Cope
                                              Its Chief Financial Manager