<PAGE>
                                                                    EXHIBIT 10.2


                                   AMENDMENT
                                       TO
                            MEMBER CONTROL AGREEMENT
                                       OF
                    PACIFIC COAST GAMING -- SANTA ROSA, LLC

         This AMENDMENT is entered into by and between Lakes Cloverdale, LLC, a
Minnesota limited liability company, and MRD Gaming, LLC, a California limited
liability company (collectively, the "Members"), as of February 28, 2003.

                                    RECITALS

         A.       The Members entered into a Member Control Agreement (the
                  "Agreement") with respect to Pacific Coast Gaming -- Santa
                  Rosa, LLC, a Minnesota limited liability company (the
                  "Company") on October 12, 2000.

         B.       The Members are the sole members of the Company and have
                  adopted this Amendment by a written action dated February 28,
                  2003.

         C.       The Company has guaranteed certain debts of Pacific Coast
                  Gaming -- Corning, LLC, a Minnesota limited liability company
                  ("Corning"), Corning has defaulted in the repayment of such
                  debts, and the Lakes Corning, LLC, a Minnesota limited
                  liability company, has made a demand upon the Company for the
                  repayment of such debts.

         D.       The Members now desire to amend the Agreement to clarify its
                  terms with respect to the repayment of such debts by the
                  Company.

                                    AGREEMENT

                  For good and valuable consideration, the receipt of which is
         hereby acknowledged, the Members agree as follows:

                  1.       CAPITALIZED TERMS. Any capitalized terms used and
                           not defined herein shall have the meaning set forth
                           in the Agreement.

                  2.       INTERNAL NET CASH FLOWS. Section 3.37 of the
                           Agreement shall be replaced in its entirety with the
                           following:

                           "'Internal Net Cash Flows'" with respect to the
                           Company shall mean the net sum of the following, as
                           reasonably determined in good faith by the Board: (a)
                           External Net Cash Flows, less (b) Overhead Fees paid
                           as described in Section 8.1, less (c) Project Manager
                           Costs paid as described in Section 11 of the
                           Participation
<PAGE>


                           Agreement, less (d) payments of amortized amounts due
                           Lakes Cloverdale on the Cloverdale Project
                           Development Loan and the Cloverdale Project Companies
                           Loan, and amortized amounts due Lakes Corning, LLC
                           under the Company's Continuing Corporate Guaranty
                           dated October 12, 2000, as amended on February 28,
                           2003, and less (e) repayments made by the Company on
                           any advances it received from the Corning Joint
                           Venture in the form of payments to Lakes Cloverdale
                           of amortized amounts due from the Company to Lakes
                           Cloverdale under the Cloverdale Project Companies
                           Loan or the Cloverdale Project Development Loan.
                           'Internal Net Cash Flows' shall not be reduced by
                           depreciation, amortization, cost recovery deductions,
                           or similar non-cash expense allowances."

                  3.       NO WAIVER. Neither Lakes Cloverdale, LLC nor MRD
                           Gaming, LLC waive any past, continuing or future
                           default of the other under the Agreement.

                  4.       RATIFICATION. Except as expressly amended in this
                           Amendment, the Agreement is hereby affirmed and
                           ratified in all respects.

                  5.       COUNTERPART SIGNATURES. This Amendment may be
                           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.

                  IN WITNESS WHEREOF, the Members have set their hands hereto as
         of the date set forth above.


                                          LAKES CLOVERDALE, LLC


                                          By: /s/ Timothy J. Cope
                                              ----------------------------------
                                           Its:
                                               ---------------------------------

                                          MRD GAMING, LLC


                                          By: /s/ Matthew R. Daly
                                              ----------------------------------
                                           Its: Manager
                                                --------------------------------