sec document




                                                                    Exhibit 10.4

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                           SECOND AMENDED AND RESTATED

                           SHARED FACILITIES AGREEMENT

                                 by and between

                        ST. REGIS MOHAWK GAMING AUTHORITY

                                       and

                       MONTICELLO RACEWAY MANAGEMENT, INC.







                          Dated as of December 1, 2005








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                                TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS; UNDEFINED TERMS.............................................2
       Section 1.1       Definitions...............................................2

ARTICLE 2 TERM.....................................................................5

ARTICLE 3 COVENANTS OF THE AUTHORITY...............................................6
       Section 3.1       Operating Covenants of the Authority......................6
       Section 3.2       Construction Covenant of Authority........................6

ARTICLE 4 OPERATING COVENANTS OF MRMI..............................................6

ARTICLE 5 SHARED FACILITIES BUSINESS BOARD.........................................7

ARTICLE 6 MAINTENANCE, OPERATION, AND MANAGEMENT OF COMMON AREAS;
            ALLOCATION OF COSTS....................................................8
       Section 6.1       Maintenance of Common Areas...............................8
       Section 6.2       Lighting.................................................10
       Section 6.3       Maintenance of Gaming Facility...........................10
       Section 6.4       Maintenance of Track Facility............................10
       Section 6.5       Use/Maintenance Easement Area E (Pedestrian Sky Bridge)..10
       Section 6.6       Security.................................................11
       Section 6.7       Employment of Contractors or Personnel...................11
       Section 6.8       Parking..................................................11
       Section 6.9       Allocation of Costs......................................11
       Section 6.10      Rights of Authority to Common Areas......................11

ARTICLE 7 JOINT MARKETING AND ADVERTISING.........................................12
       Section 7.1       Joint Marketing..........................................12
       Section 7.2       Promotion Fund...........................................12

ARTICLE 8 CONDEMNATION............................................................12
       Section 8.1       Notice of Condemnation...................................12
       Section 8.2       Condemnation of Casino Property..........................12
       Section 8.3       Condemnation of Track Property...........................13
       Section 8.4       Restoration or Replacement Obligation of MRMI............13
       Section 8.5       Condemnation Award.......................................13
       Section 8.6       Condemnation Disputes....................................14

ARTICLE 9 INSURANCE...............................................................14
       Section 9.1       Casualty Insurance.......................................14
       Section 9.2       Liability Insurance......................................14
       Section 9.3       Insurance Carriers: Form of Insurance Policies...........14
       Section 9.4       Responsible for Respective Lots..........................15
       Section 9.5       Waiver of Subrogation....................................15
       Section 9.6       Blanket Policy...........................................15

ARTICLE 10 CASUALTY...............................................................15
       Section 10.1      Notice and Restoration Obligations.......................15
       Section 10.2      Insurance Proceeds.......................................16
       Section 10.3      Razing of Damaged Property...............................16




ARTICLE 11 TRADE AND SERVICE MARKS................................................17
       Section 11.1      The Authority's Trade and Service Marks..................17
       Section 11.2      MRMI's Trade and Service Marks...........................17
       Section 11.3      Confidentiality; Exclusivity.............................18

ARTICLE 12 DEFAULT, TERMINATION, DISPUTES AND ARBITRATION.........................19
       Section 12.1      Default..................................................19
       Section 12.2      Mutual Termination.......................................19
       Section 12.3      Waiver of Sovereign Immunity; Disputes; Arbitration......19
       Section 12.4      Indemnity................................................21
       Section 12.5      No Personal Liability....................................22

ARTICLE 13 MECHANIC'S LIENS.......................................................22

ARTICLE 14 INTENTIONALLY DELETED..................................................22

ARTICLE 15 MISCELLANEOUS PROVISIONS...............................................22
       Section 15.1      Government Savings Clause................................22
       Section 15.2      Third Party Beneficiary..................................22
       Section 15.3      Authorization............................................22
       Section 15.4      Relationship.............................................23
       Section 15.5      Notices..................................................23
       Section 15.6      No Waiver................................................23
       Section 15.7      Successors and Assigns...................................24
       Section 15.8      Article and Section Headings.............................24
       Section 15.9      Choice of Law............................................24
       Section 15.10     Termination and Amendment................................24
       Section 15.11     Excusable Delays.........................................24
       Section 15.12     Severability.............................................25
       Section 15.13     Counterparts.............................................25
       Section 15.14     Effective Date...........................................25

                                    EXHIBITS

Exhibit A         Track Property
Exhibit B         Casino Property
Exhibit C         Site Plan




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                             INDEX OF DEFINED TERMS

Agreement............................1      Insurance Proceeds..................16
Amended and Revised Agreement........1      Insured Casualty....................15
Arbitrator..........................20
Authority.........................1, 3      Landscape Improvements...............4
Authority's Marks...................17      Lot..................................4
Award...............................13
                                            Management Agreement.................4
Casino Property......................1      Manager..............................4
Common Areas.........................2      Marketing Program...................12
Common Utility Facilities............2      MRMI.................................1
Compact..............................2      MRMI's Marks........................18
Condemn..............................2
Condemnation.........................2      Obligation...........................4
Condemnee...........................12      Occupant.............................4
Condemnor...........................12
                                            Parking Areas........................5
Declaration of Covenants.............3      Permitees............................5
Development Agreement................3      Person...............................5
                                            Plans and Specifications.............5
Easement Areas.......................3      Promotion Fund......................12
Enterprise...........................3      Property.............................5
Exclusive Use Area...................3
                                            Restrictions.........................5
Gaming...............................3
Gaming Authority.....................3      Shared Costs........................11
Gaming Enterprise....................3      Shared Facilities Business Board.....5
Gaming Facility...................1, 4      Site Plan............................5
Government Regulations...............4
                                            Track Facility....................1, 5
IGRA.................................4      Track Property.......................1
Improvements.........................4      Tribe................................1


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             SECOND AMENDED AND RESTATED SHARED FACILITIES AGREEMENT


THIS SECOND AMENDED AND RESTATED SHARED FACILITIES AGREEMENT (this "AGREEMENT")
has been entered into as of December 1, 2005, by and between the ST. REGIS
MOHAWK GAMING AUTHORITY, having an address c/o the St. Regis Mohawk Reservation,
Community Building, Route 37, Box 8A, Hogansburg, New York 13655 (together with
its permitted successors and assigns, the "AUTHORITY") and MONTICELLO RACEWAY
MANAGEMENT, INC., a Delaware Corporation, having an address at Route 17B, P.O.
Box 5013, Monticello, New York 12701-5193 (together with its permitted
successors and assigns, "MRMI").

                                    RECITALS

WHEREAS, MRMI is the owner of certain land located in the city of Monticello,
County of Sullivan, State of New York as shown by shading on EXHIBIT A attached
hereto and made a part hereof (the "TRACK PROPERTY");

WHEREAS, contemporaneously with the effectiveness of this Agreement, MRMI shall
convey land adjacent to the Track Property located in the city of Monticello,
County of Sullivan, State of New York as shown by shading on EXHIBIT B attached
hereto and made a part hereof (the "CASINO PROPERTY") to the United States of
America to be held in trust for the benefit of the St. Regis Mohawk Tribe (the
"TRIBE");

WHEREAS, the Tribe has established the Authority, an instrumentality of the
Tribe, to which it has assigned its authority over the development and conduct
of Gaming (hereafter defined) on the Casino Property;

WHEREAS, the Tribe and the Authority contemplate entering into a Land Lease,
pursuant to which the Tribe shall lease its interest in the Casino Property to
the Authority;

WHEREAS, it is intended by the Tribe and the Authority that the Authority shall
construct and develop or cause to be constructed and developed on the Casino
Property certain buildings, improvements and fixtures (the "GAMING FACILITY")
for the purposes of operating a Gaming Enterprise (hereafter defined) on the
Casino Property;

WHEREAS, MRMI intends to operate and improve, or cause the operation and
improvement of, the existing horse racing track and incidental facilities
located upon the Track Property (the "TRACK FACILITY");

WHEREAS, Catskill Development, L.L.C. (predecessor to MRMI) and the Authority
entered into an Amended and Revised Shared Facilities Agreement, dated July 31,
1996 (the "AMENDED AND REVISED AGREEMENT"), pursuant to which the parties
thereto set forth and clarified its respective rights and obligations in order
to ensure that the Gaming Facility and the Track Facility are maintained,
repaired and operated in an integrated (but separate and distinct operational
facilities), harmonious manner so as to maximize the benefits and usage of both
the Gaming Facility and Track Facility;




WHEREAS, the parties hereto desire to amend certain of the terms, provisions and
conditions of the Amended and Revised Agreement and restate the terms,
provisions and conditions of the Amended and Revised Agreement in their entirety
as provided herein and otherwise subject to the terms, provisions and conditions
hereof;

WHEREAS, prior to the conveyance of the Casino Property to the United States to
be held in trust for the benefit of the Tribe, MRMI as owner of the Track
Property and Casino Property shall record the Declaration of Covenants
(hereinafter defined); and

WHEREAS, the parties intend that if there is any conflict between the terms,
conditions and provisions of this Agreement and those of the Declaration of
Covenants, then this Agreement shall govern.

NOW, THEREFORE, in consideration of the payment of Ten Dollars ($10) and the
mutual covenants, conditions and promises herein contained and other good and
valuable consideration, the receipt and sufficiency of which are expressly
acknowledged, Authority and MRMI hereby agree as follows:

ARTICLE 1   DEFINITIONS; UNDEFINED TERMS

     Section 1.1 DEFINITIONS. For purposes of this Agreement, the following
terms shall have the following meanings. All capitalized terms used herein, but
not otherwise defined in this Agreement, shall have the respective meanings
ascribed to them in the Management Agreement.

          A. "COMPACT" shall mean the tribal-state compact, and any amendments
or modifications thereto, entered into between the Tribe and the State of New
York pursuant to IGRA, or such other Compact as may be substituted therefor.

          B. "COMMON AREAS" shall mean those portions of the Casino Property and
Track Property that are available for the common use, convenience and benefit of
the parties hereto including, without limitation, the Easement Areas, the
Parking Areas, Common Utility Facilities, and any walkways, connecting
passageways, lobbies, public conveniences or sidewalks incidental thereto, and
all other Improvements thereon, all as shown on the Site Plan.

          C. "COMMON UTILITY FACILITIES" shall mean all storm drainage
facilities, sanitary sewer systems, gas systems, water systems, fire protection
installations, electrical power cables and telephone lines situated on the
Property used for the joint service of the Lots.

          D. "CONDEMNATION" or "CONDEMN" shall mean a taking of property or
possession thereof pursuant to the power of eminent domain, or any conveyance in
lieu of eminent domain made by a party under the threat of condemnation.

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          E. "DECLARATION OF COVENANTS" shall mean that certain Declaration of
Covenants, Conditions and Restrictions, dated as of the date as of which this
Agreement is made, executed by MRMI.

          F. "DEVELOPMENT AGREEMENT" shall mean the Second Amended and Restated
Gaming Facility Development and Construction Agreement, dated as of the date as
of which this Agreement is made, among the Authority, the Tribe, and Monticello
Raceway Development Company, L.L.C., as the same may be amended from time to
time.

          G. "EASEMENT AREAS" shall mean, collectively, Easement Area A,
Easement Area B, Easement Area C, Easement Area D, Easement Area E (Pedestrian
Sky Bridge), Easement Area F, Easement Area G the Bus Staging Area and Bus
Drop-off Area, all as shown on the Site Plan.

          H. "EXCLUSIVE USE AREA" shall mean those portions of the Property
which are or may become for the exclusive use of the Occupant of the Lot on
which they are located, as shown on the Site Plan.

          I. "GAMING" shall mean any and all activities defined as Class II or
Class III Gaming under the IGRA or authorized under the Compact.

          J. "GAMING AUTHORITY" or "AUTHORITY" shall mean the St. Regis Mohawk
Gaming Authority.

          K. "GAMING ENTERPRISE" or "ENTERPRISE" shall mean any commercial
enterprise of the Authority authorized by IGRA and/or the Compact and operated
on the Casino Property, and any other lawful commercial activity related to
Gaming allowed in the Gaming Facility including, but not limited to, automatic
teller machines and, subject to any limitations contained in any agreement with
a local government or in the Compact, the sale for individual consumption of
food, beverages, tobacco, gifts and souvenirs but excluding any franchised or
licensed vendors paying a fee to the Gaming Enterprise. It is acknowledged by
the parties hereto that "Gaming Enterprise" shall exclude any wagering
activities related to the outcome of any racetrack or racing contest conducted
off the Casino Property; provided, however, that if a racetrack or racing
contest has not been conducted on the racetrack that comprises a portion of the
Non-Casino Facility at any time during a consecutive twenty-four (24) month
period or if such racetrack has been abandoned and not reoccupied within seven
(7) days after notice from the Authority to the record owner of the Non-Casino
Facility, the foregoing prohibition against racetrack wagering activities shall
(subject to applicable Legal Requirements (as defined in the Development
Agreement) be of no further force or effect. The Gaming Enterprise includes any
building or accommodation used for Gaming on the Casino Property and related
on-site retail sales and services on the Casino Property. The Authority shall
have the sole proprietary interest in and responsibility for the conduct of all
Gaming conducted by the Gaming Enterprise subject to the rights and
responsibilities of the Manager under the Management Agreement.



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          L. "GAMING FACILITY" shall mean the buildings, improvements, and
fixtures, now or hereafter located on the Casino Property within which the
Gaming Enterprise will be housed.

          M. "GOVERNMENT REGULATIONS" shall mean all present and future
governmental laws, statutes, codes, ordinances, rules, regulations, limitations,
restrictions, orders, judgments and other governmental requirements applicable
to the Property.

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

          O. "IMPROVEMENTS" shall mean all structures and appurtenances thereto
of every type and kind, including, but not limited to, buildings, outbuildings,
huts, horse racing tracks, kiosks, garages, tunnels, underground installations,
irrigation and drainage devices or systems, fountains, fences, screening walls,
retaining walls, gateways, porte cocheres, skybridges (including the skybridge
anticipated to be located in Easement Area D shown on the Site Plan), Parking
Areas, Bus Staging Areas, Bus Drop-off Areas, loading areas, poles, stairs,
escalators, decks, light standards, signs, benches, walkways and Landscape
Improvements.

          P. "LANDSCAPE IMPROVEMENTS" shall mean any plantings, ground cover,
trees and shrubbery now or hereafter existing in Easement Area A and Easement
Area B shown on the Site Plan, all foundation planting areas and the Bus Staging
Area and the Bus Drop-off Area together with any alterations, systems, and
equipment installed in order to enable reasonable irrigation, lighting and
maintenance of the plantings, ground cover, trees and shrubbery.

          Q. "LOT" shall mean either the Casino Property or the Track Property
as the context requires, but shall not include streets or alleys that have been
dedicated to and accepted by any governmental agency having jurisdiction in the
matter.

          R. "MANAGER" shall mean Monticello Casino Management, L.L.C., or any
successor thereto pursuant to the Management Agreement.

          S. "MANAGEMENT AGREEMENT" shall mean the Second Amended and Restated
Gaming Facility Management Agreement, dated as of the date as of which this
Agreement is made, among the Authority, Manager and the Tribe, as the same may
be amended from time to time.

          T. "OBLIGATION" shall have the meaning ascribed to it in the
Declaration of Covenants.

          U. "OCCUPANT" shall mean, collectively, the record owner of either Lot
and any Person from time to time entitled to the use and occupancy of any
portion of the Property under any lease, license or concession agreement, or
other similar instrument or arrangement.



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          V. "PARKING AREAS" shall mean those portions of the Property set forth
in the Site Plan for parking of motor vehicles, including, without limitation,
incidental and interior roadways and driveways, walkways, curbs and landscaping
within the areas used for such parking, together with all improvements which at
any time are erected thereon (as the same may be expanded or diminished).

          W. "PERMITEES" shall mean all Persons which may utilize the Property,
including, without limitation, Occupants and their respective employees, agents,
contractors, service people, customers and invitees.

          X. "PERSON" shall mean any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

          Y. "PLANS AND SPECIFICATIONS" shall have the meaning assigned in the
Development Agreement.

          Z. "PROPERTY" shall mean, collectively, the Casino Property and the
Track Property.

          AA. "RESTRICTIONS" shall mean the easements, covenants, conditions,
restrictions, liens and charges and other encumbrances, now or hereafter
established or imposed by or pursuant to the Declaration of Covenants.

          BB. "SHARED FACILITIES BUSINESS BOARD" shall mean the committee
established pursuant to Article 5 hereof.

          CC. "SITE PLAN" shall mean that certain plan for the development of
the Property attached hereto and made a part hereof as EXHIBIT C, as the same
may be changed from time to time.

          DD. "TRACK FACILITY" shall have the meaning ascribed to it in the
Recitals.

ARTICLE 2   TERM.

The term of this Agreement shall commence on the Commencement Date (as defined
in the Management Agreement) and, unless otherwise terminated pursuant to the
terms of this Agreement, shall terminate on the original expiration or
termination of the Management Agreement.



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ARTICLE 3   COVENANTS OF THE AUTHORITY.

     Section 3.1 OPERATING COVENANTS OF THE AUTHORITY. Subject to the provisions
of Articles 8 and 10 hereof and to interruptions reasonably incident to the
conduct of Gaming on the Casino Property, the Authority shall:

          A. continually operate or cause the Gaming Enterprise to be
continually operated on a year-round basis, seven (7) days a week or as
otherwise operated pursuant to the terms of the Management Agreement;

          B. operate or cause the Gaming Enterprise to be operated in a first
class manner (including, without limitation, the maintenance of sufficient
parking facilities);

          C. manage and operate the Gaming Facility under a name to be
determined by the Shared Facilities Business Board and under no other name
without the prior written approval of MRMI, which approval shall not be
unreasonably withheld; and

          D. not use the Casino Property for any other purpose other than the
conduct of Gaming and any incidental entertainment, parking, restaurant or
retail facilities in connection therewith.

     Section 3.2 CONSTRUCTION COVENANT OF AUTHORITY. The Authority covenants
that it shall develop and construct the Gaming Facility and make certain
renovations, improvements or alterations to the Common Areas of the Track
Facility free of defects and in a workerlike manner in accordance with the terms
and provisions of the Development Agreement. MRMI agrees that it shall look
solely to the General Contractor to insure that such work shall be free of
defects and shall be performed in a workerlike manner.

ARTICLE 4   OPERATING COVENANTS OF MRMI.

Subject to the provisions of ARTICLES 8 and 10 hereof and provided that Gaming
is being continuously conducted on the Casino Property as provided in Article 3
hereof, MRMI shall:

          A. from and after the date the Authority completes the construction
contemplated by the provisions of SECTION 3.2 hereof, continually operate the
Track Facility in a first-class manner consistent with operators of similar or
comparable racetrack facilities with a reasonable number of racing days per year
and for other lawful purposes such as hotel, entertainment, retail, restaurant
and other similar uses other than Gaming as conducted on the Casino Property and
industrial uses; provided that MRMI may conduct or operate any lottery games
permitted under state law (e.g. Quick Draw, Pick 6, video-lottery terminals,
etc.) provided the same is incidental to the use of the Track Facility as a
racing venue and such uses are housed and operated within the existing
improvements; and



                                       6


          B. manage and operate the Track Facility under the name "Monticello
Racetrack" or any derivative thereof and under no other name without the prior
written approval of the Authority, which approval shall not be unreasonably
withheld.

Notwithstanding the above, Authority acknowledges that if at any time during the
term hereof it is no longer commercially practical to operate the Track Facility
as a racing venue, MRMI may use the Track Property for any other lawful purpose
such as hotel, entertainment, retail, restaurant and other similar uses other
than Gaming as conducted on the Casino Property and industrial uses, provided
the same does not materially adversely interfere with the use and operation of
the Casino Property or the Common Areas. Except as otherwise mutually agreed,
MRMI agrees that during the Term of this Agreement neither it nor any entities
affiliated with or controlled by it nor any major owners (i.e., any person or
entity owning more than 10% of it) will establish, own, operate, or manage any
other gaming facility in Sullivan County (other than the Monticello Raceway and
a tribal gaming facility) without the written consent of the Authority, provided
that the Authority's consent to MRMI's establishment, operation, or management
of a second tribal gaming facility in Sullivan County (in addition to the tribal
gaming facility permitted by the preceding parenthetical) shall not be
unreasonably withheld.

ARTICLE 5   SHARED FACILITIES BUSINESS BOARD.

On or prior to the Issuance Date (as defined in the Development Agreement), the
Authority and MRMI shall establish the Shared Facilities Business Board. The
Shared Facilities Business Board shall be a committee consisting of four
representatives, representing the Authority, MRMI, and Manager. The Authority
shall appoint two members, who shall be the same members appointed by it to the
Management Business Board. Manager shall appoint one member, who shall be one of
the same members appointed by it to the Management Business Board. MRMI shall
appoint one member, who shall be one of the same members appointed by it to the
Development Business Board. The Shared Facilities Business Board shall have the
rights, obligations and powers set forth in this Agreement. Except as otherwise
expressly provided in this Agreement, actions of the Shared Facilities Business
Board shall require the affirmative vote of three members of the Shared
Facilities Business Board. The attendance of three members of the Shared
Facilities Business Board at any meeting shall constitute a quorum. The Tribe,
MRMI and Manager may each change its respective representatives to such board at
any time, provided this ARTICLE 5 is complied with and notice is given in
accordance with SECTION 15.5 hereof. Members of the Shared Facilities Business
Board may designate a proxy to act on behalf of a named representative to act in
the absence of such representative to the Shared Facilities Business Board,
provided that such designation be in writing by (x) in the case of the
Authority, the chairman of the Authority, (y) in the case of MRMI, its managing
director or (z) in the case of the Manager, its managing director, and that
notice of such designation be provided pursuant to SECTION 15.5 of this
Agreement. Such proxy shall have the full authority to act, vote or consent on
behalf of such representative. Except as otherwise expressly provided in this
Agreement, in order to be effective, any action of the Shared Facilities
Business Board must be the result of agreement by at least three (3) members of


                                       7


the Shared Facilities Business Board or designees. The Shared Facilities
Business Board shall remain active during the entire term of this Agreement. The
parties hereby agree to ensure that their respective representatives to the
Shared Facilities Business Board shall cooperate fully and shall try to reach
agreement or compromise on all matters before the Shared Facilities Business
Board. In the event such agreement cannot be reached, the appropriate action
shall be determined in the manner provided in ARTICLE 12 hereof. The parties
shall cooperate in setting meeting schedules for the Shared Facilities Business
Board during the term hereof. Any two or more representatives of the Shared
Facilities Business Board shall have authority to call a special meeting of the
Shared Facilities Business Board on three (3) days' written notice (by facsimile
or otherwise) to the other representatives that comprise the Shared Facilities
Business Board on such date.

ARTICLE 6   MAINTENANCE, OPERATION, AND MANAGEMENT OF
COMMON AREAS; ALLOCATION OF COSTS.

     Section 6.1  MAINTENANCE OF COMMON AREAS.

          A. The Authority shall, or shall cause the Manager to keep and
maintain the Common Areas on the entire Property including, without limitation,
the Landscape Improvements between the Lots in a good and safe state of repair
and in a clean and orderly condition in keeping with commercially prudent
standards (and the Authority shall have access to the Track Facility for such
purpose, pursuant to and otherwise in accordance with this Agreement and the
Declaration of Covenants). Such standards shall include (but shall not be
limited to) the following:

          (i)    All hard surfaced portions of the Common Areas shall be swept
                 at intervals sufficient to maintain the same in a clean and
                 safe condition and shall be kept reasonably clear of ice, snow,
                 surface water, and debris before the Gaming Enterprise or the
                 Track Facility shall open for business to the general public
                 and thereafter during such operation.

          (ii)   All sidewalks in the Common Areas shall be swept and washed at
                 intervals sufficient to maintain the same in a clean and safe
                 condition.

          (iii)  All trash and rubbish containers located in the Common Areas
                 for the use of Occupants or Permitees, shall be washed at
                 intervals sufficient to maintain the same in a clean condition.

          (iv)   All landscaping in the Common Areas shall be properly
                 maintained, including removal of dead plants, weeds, and
                 foreign matter and such replanting and replacement as the
                 occasion may require.



                                       8


          (v)    All hard surfaced markings (including all parking striping) in
                 the Common Areas shall be inspected at regular intervals and
                 promptly repainted as the same shall become unsightly or
                 indistinct from wear and tear or other cause.

          (vi)   All sewer catch basins in the Common Areas shall be cleaned on
                 a schedule sufficient to maintain all sewer lines in a free
                 flowing condition. All mechanical equipment and storm and
                 sanitary sewer facilities shall be regularly inspected and kept
                 in proper working order.

          (vii)  All asphalt paving in the Common Areas shall be inspected at
                 regular intervals and maintained in a first-class condition,
                 which maintenance shall include patching and repair of
                 chuckholes, potholes and cracks as they appear from time to
                 time and shall include repaving if necessary.

          (viii) All Common Utility Facilities (including all Common Utility
                 Facilities in the Common Areas) shall be kept in good order and
                 repair.

          (ix)   All directional signs and pavement signs in the Common Areas
                 shall be kept distinct and legible.

          (x)    All lighting and light poles in the Common Areas shall be kept
                 in good order and repair (including repainting), and all tubes,
                 ballasts, and bulbs shall be replaced as necessary.

          (xi)   All Common Area stairways, paths and entrances, if any, shall
                 be (a) swept and washed at intervals sufficient to maintain the
                 same in a clean and safe condition, (b) inspected at regular
                 intervals, and (c) promptly repaired upon the occurrence of any
                 irregularities or worn portions thereof.

The plan pursuant to which the Authority shall perform the above obligations
(e.g. commencement, frequency) shall be adopted by the Shared Facilities
Business Board from the plan proposed by the Management Business Board (as
defined in the Management Agreement) for the Gaming Facility.

          B. All Improvements on and to the Common Areas shall be repaired or
replaced by the Manager with materials, apparatus, and facilities of quality at
least equal to the quality of the materials, apparatus, and facilities repaired
or replaced.

          C. The parties hereto agree that the maintenance and repair of all
other portions of the Property not covered by this Article 6 shall remain the
sole cost and responsibility of, with respect to the Casino Property only, the
Authority, and with respect to the Track Property only, MRMI or their designees;


                                       9


PROVIDED HOWEVER, MRMI and the Authority shall maintain and keep the Track
Property and Casino Property, respectively, in a good and safe state of repair
and in a clean and orderly condition in accordance with commercially prudent
business standards.

     Section 6.2 LIGHTING. During any period when the Gaming Enterprise is open
for business and for commercially reasonable periods of time when the Gaming
Enterprise is closed, if any, MRMI shall keep or cause to be kept the Parking
Areas on the Track Facility well lighted during the period from dusk until dawn,
with a minimum maintained intensity of not less than one (1) foot candle
measured at ground level.

     Section 6.3 MAINTENANCE OF GAMING FACILITY. The Authority shall (or shall
cause the same to be performed) (a) keep and maintain the interior and exterior
of the Gaming Facility in a good and safe state of repair and in a clean and
orderly condition, and (b) during any hours when (i) the Track Facility shall be
open for business or when Occupants occupying seventy-five percent (75%) or more
of the floor area of any building located on the Track Property are open for
business and (ii) the Gaming Enterprise is open for business, and for a
reasonable period of time before and after such hours, provide adequate light,
heat, ventilation and air conditioning to the Gaming Facility in accordance with
commercially prudent standards.

     Section 6.4 MAINTENANCE OF TRACK FACILITY. MRMI shall keep and maintain the
interior and exterior of the Track Facility in a good and safe state of repair
and in a clean and orderly condition, subject to the other provision of this
Agreement. During any hours when the Track Facility shall be open for business,
and for a reasonable period of time before and after such hours, MRMI shall
provide adequate light, heat, ventilation and air conditioning to the Track
Facility in accordance with commercially prudent standards.

     Section 6.5 USE/MAINTENANCE EASEMENT AREA E (PEDESTRIAN SKY BRIDGE). The
parties hereto have agreed that Easement Area E shown on the Site Plan
constitutes part of the Common Areas and, accordingly, the Manager shall be
responsible to keep and maintain the Improvements located in Easement Area E
including, without limitation, the connection to, the building materials
surrounding the opening and the structural support features of, that portion of
the Track Facility shown on Easement Area E as shown on the Site Plan.
Notwithstanding such obligation however, and otherwise supplementing the
provisions of PARAGRAPH 6.1 (C) hereof, each party hereto shall have the
exclusive right to use the portion of Easement Area E allocated to it,
respectively, for retail and other attendant purposes (as shown on the Site
Plan, which will be based upon a fraction expressed as a percentage, (x) the
numerator of which will be the length thereof that begins at a party's property
line and ends at such party's building line, and (y) the denominator of which
will be the total length of the pedestrian skybridge, e.g. to the extent the
pedestrian skybridge spans and otherwise encroaches upon a party's Lot, such
party will have the exclusive use of a portion of the bridge for retail purposes
designated as such). The exclusive areas will be maintained at the sole cost and
responsibility of the party enjoying and otherwise using such area for retail
purposes. The area within the pedestrian bridge (size) which may be utilized for
retail purposes shall be determined by the Shared Facilities Business Board.



                                       10


     Section 6.6 SECURITY. The Authority shall provide security for the Common
Areas pursuant to a plan to be adopted by the Shared Facilities Business Board
from the plan proposed by the Manager. Each of the parties hereto shall provide
for security services based on commercially reasonable standards for their
respective facilities. Each of the parties hereto shall cooperate with the other
to assure that reasonably adequate and coordinated security is provided for the
Property and the uses thereon, including traffic control and night patrols.

     Section 6.7 EMPLOYMENT OF CONTRACTORS OR PERSONNEL. The Authority or the
Manager may engage outside contractors or hire personnel, in adequate numbers,
and during business hours and such other hours as are prudent for the safe and
orderly operation of the Common Areas and on commercially reasonable and prudent
terms in order to carry out its obligations under this Article 6. The parties
hereto shall share in the expenses of the Authority or the Manager under this
SECTION 6.7 in the manner and to the extent provided in SECTION 6.9 of this
Agreement.

     Section 6.8  PARKING. The parties hereto agree that no charge shall be
collected from and/or time limit imposed upon any Occupant or Permitee for
parking unless the parties hereto have otherwise mutually agreed in writing. The
parties hereto also agree that they may jointly promulgate mutually acceptable
rules and regulations with respect to the use of the Common Areas.

     Section 6.9 ALLOCATION OF COSTS. During the term of this Agreement, the
Authority agrees that it shall pay for ninety percent (90%) of all costs and
expenses incurred by or on behalf of the Authority in carrying out its
obligations under this Article 6 (the "SHARED COSTS"). During the term of this
Agreement, but only during those periods when the Track Facility is open to the
public for business, MRMI agrees that it shall pay for ten percent (10%) of all
Shared Costs; provided however, if either party desires to recalculate its
percentage of Shared Costs because such party believes that the then current
allocation percentage is no longer equitable based on each party's then current
use, the parties hereto shall in good faith negotiate to mutually agree on a new
percentage and if the parties hereto shall fail to reach an agreement on such
percentage, then either party shall have the right to submit such dispute to
arbitration in accordance with the terms of ARTICLE 12 hereof. Notwithstanding
the above, with respect to Easement Area E shown on the Site Plan, the parties
hereto shall share the maintenance costs and expenses (as opposed to the repair
costs and expenses which will be the Authority's obligation as provided above)
as provided in SECTION 6.5.

     Section 6.10 RIGHTS OF AUTHORITY TO COMMON AREAS. During the term hereof,
the rights and benefits accruing to each owner of a Lot under the Declaration of
Covenants shall inure to the benefit of the Authority and any Permittee. (In no
event shall this Agreement restrict the rights of the Authority under the
Declaration of Covenants.)



                                       11


ARTICLE 7   JOINT MARKETING AND ADVERTISING.

     Section 7.1 JOINT MARKETING. In addition to the rights, obligations and
powers of the Shared Facilities Business Board set forth in ARTICLE 5 hereof,
the Shared Facilities Business Board shall be responsible for establishing and
maintaining a joint marketing and advertising program (the "MARKETING PROGRAM")
that will maximize the joint promotion of the Gaming Facility and the Track
Facility which program may include, without limitation, special events, shows,
displays, institutional advertising, promotional literature, special promotional
programs including, players clubs, VIP services, monthly newsletters, tour
packages and other direct and media marketing programs and the engagement of
outside consultants or companies to assist in carrying out the foregoing. The
Shared Facilities Business Board shall have exclusive responsibility for
determining the content, format and length of all joint promotion print and
electronic media advertising and the location and size of all signage in the
Common Areas. The Marketing Program adopted by the Shared Facilities Business
Board shall be in conformance with the marketing plan approved by the Management
Business Board. Notwithstanding the above, nothing contained herein shall or
shall be deemed to restrict either party from establishing and maintaining its
own separate advertising and marketing program with respect to the activities
conducted on its Lot.

     Section 7.2 PROMOTION FUND. During the term of this Agreement, the
Authority and MRMI may contribute in accordance with the percentages set forth
in SECTION 6.9 hereof, funds (the "PROMOTION FUND") to be utilized to pay for
all costs and expenses associated with the formulation of and carrying out the
Marketing Program administered by the Shared Facilities Business Board, but
neither party shall have any obligation to make such contributions. Upon the
reasonable request of either party hereto, the Shared Facilities Business Board
shall provide an accounting of all expenditures made out of the Promotion Fund
for the preceding calendar year in which such request is made.

ARTICLE 8   CONDEMNATION.

     Section 8.1 NOTICE OF CONDEMNATION. If any party hereto (the "CONDEMNEE")
shall receive notice from a condemning authority (the "CONDEMNOR") of the
proposed Condemnation of any of the Condemnee's property, such party shall
promptly inform the other party by written notice of such fact, together with
copies of all papers served in connection with such Condemnation, and when
known, the portion or portions of its property so to be condemned and the date
upon which it is anticipated that the Condemnee will be required to surrender
possession thereof to the Condemnor.

     Section 8.2 CONDEMNATION OF CASINO PROPERTY. Subject to the terms of the
Senior Secured Note Indenture (as defined in the Development Agreement), if any
portion of the Casino Property shall be Condemned, the Authority shall promptly
restore, replace or rebuild the same to the extent economically feasible to be
of at least equal value and of substantially the same character as prior to such
Condemnation.



                                       12


     Section 8.3 CONDEMNATION OF TRACK PROPERTY. If all or any portion of the
Track Property shall be Condemned and in the good faith judgment of MRMI
reasonably exercised in accordance with commercially prudent business standards
it shall not be economically feasible to restore or replace the same to a
complete architectural unit capable of being operated as previously used prior
to such Condemnation, then MRMI shall have the right and option to exclude such
portion of the Track Property from the operation and effect of this Agreement by
specifying in a written notice delivered to the Authority at least forty-five
(45) days prior to the date that it must surrender such condemned property to
the Condemnor that it has elected to so exclude such property from this
Agreement, provided that any future use of such property shall be for any lawful
purpose such as hotel, entertainment, retail, restaurant and other similar uses
other than Gaming as conducted on the Casino Property and industrial uses,
provided that MRMI may conduct or operate any lottery games permitted under
state law (e.g. Quick Draw, Pick 6, video-lottery terminals, etc.) provided the
same is incidental to the use of the Track Facility as a racing venue and such
uses are housed and operated within the existing improvements.

     Section 8.4 RESTORATION OR REPLACEMENT OBLIGATION OF MRMI. If as a result
of a Condemnation, MRMI either (a) is not entitled to exclude its property from
the operation and effect of this Agreement, or (b) being so entitled does not
elect to do so or fails to do so in accordance with the terms and provisions of
SECTION 8.3 hereof, regardless of whether any award or payment is collected or
made in connection with such Condemnation, MRMI shall promptly proceed to
restore, repair, replace or rebuild such Condemned property to the extent
economically feasible to be of at least equal value and of substantially the
same character as prior to such Condemnation.

     Section 8.5 CONDEMNATION AWARD. Subject to the terms of this Agreement and
any Financing Agreements (as defined in the Development Agreement), the entire
award or payment (the "AWARD") made for any Condemnation of any land,
building(s) or other improvements shall belong to the party upon whose Lot such
land, building(s) or other improvements were located. Notwithstanding anything
to the contrary contained in the preceding sentence, with respect to any Award
made in connection with a Condemnation of all or any portion of the Casino
Property, such Award shall be deposited with a bank, trust company or other
similar entity to be held and disbursed in a manner similar to the procedures
set forth in the Disbursement and Escrow Agreement (as defined in the Senior
Secured Note Indenture) and any balance remaining thereafter shall be paid to
the Authority. The Occupant of each Lot shall have the right at its own cost and
expense to make any compromises and settlements in connection with any
Condemnation of any property on its respective Lots provided that, any party
hereto may participate and join in any such Condemnation proceedings but only to
the extent necessary to maintain its own claim. Notwithstanding anything to the
contrary contained in the preceding sentence, subject to the approval of the
Shared Facilities Business Board, the Manager shall have the right to negotiate
and make any compromises and settlements in connection with any Condemnation of
any Easement Areas and the costs of making any such settlements shall be paid by
MRMI and the Authority in accordance with the respective percentages set forth
in SECTION 6.9 hereof.



                                       13


     Section 8.6 CONDEMNATION DISPUTES. Any disputes under this ARTICLE 8
between MRMI and the Authority shall be determined by arbitration in accordance
with the provisions of ARTICLE 12 hereof.

ARTICLE 9   INSURANCE.

     Section 9.1 CASUALTY INSURANCE. Subject to the terms of the Financing
Agreements, each party hereto shall keep at its own cost and expense, the
buildings and other structures on its respective Lot (including those within
Common Areas) insured against loss or damage by fire and other perils commonly
covered under an extended coverage endorsement in an amount equal to the full
replacement cost of such buildings and other structures, such insurance to be
written on a full replacement cost basis. The costs of such insurance reasonably
allocated to the Common Areas shall be allocated in accordance with the terms of
SECTION 6.9 hereof.

     Section 9.2 LIABILITY INSURANCE. The Authority shall, or shall cause the
Manager to, at all times during the term of this Agreement, maintain, or cause
to be maintained, in full force and effect, comprehensive general liability
insurance covering the Casino Property and the Common Areas, including coverage
for any accident resulting in personal injury to or death of any person and
consequential damages arising therefrom, in an amount not less than Fifty
Million Dollars ($50,000,000) per occurrence and One Hundred Million Dollars
($100,000,000) in the aggregate. All costs of any general liability insurance
for the Common Areas shall be allocated in accordance with the terms of SECTION
6.9 hereof. MRMI shall, at all times during the term of this Agreement, maintain
or cause to be maintained, in full force and effect, comprehensive general
liability insurance covering the Track Property in coverage and amounts equal to
those maintained by owners of comparable racetrack properties in the exercise of
its good faith judgment based on commercially prudent standards.

     Section 9.3 INSURANCE CARRIERS: FORM OF INSURANCE POLICIES. On or before
the effective date of any insurance policy required to be maintained pursuant to
this ARTICLE 9, the parties hereto shall furnish evidence to the other party
that such insurance coverage is in full force and effect and that the premiums
therefor have been paid. Subject to the terms of the Senior Secured Note
Indenture, all insurance policies required to be maintained pursuant to this
ARTICLE 9 shall (a) name the other party hereto as applicable, as named insured
thereunder, (b) provide that such insurance policy may not be canceled, reduced
or amended without at least thirty (30) days prior written notice being given by
the insurer to all the parties hereto, (c) contain severability of interests
endorsements, (d) be issued by responsible insurance companies licensed to do
business in the State of New York with a claims paying ability rating of A or
higher and a financial size category of not less than X as listed in the current
Best's Insurance Reports or if such carrier is not rated by A.M. Best & Company,
Inc., having the financial stability and size deemed appropriate as certified by
a reputable insurance broker and (e) include a provision which prohibits any
insurance carrier from invoking the Authority's sovereign immunity as a defense
to any action within the limits of such policy. Any insurance policies required


                                       14


to be maintained pursuant to this ARTICLE 9 may also be made payable to the
holder of any first mortgage which is a lien upon all or any portion of the
property of any insured under a standard mortgagee clause, provided such
mortgagee is a bank, trust company, insurance company, or a pension fund or
retirement fund having a bank or trust company as trustee, and agrees that it
will, in the event of loss, apply the proceeds toward the costs of restoration
in accordance with the terms of this Agreement. All insurance policies required
to be maintained under this ARTICLE 9 which affect any Common Areas shall
contain a provision which prohibits any cancellation, amendment or modification
thereto without the prior written consent of MRMI, which consent (except with
respect to cancellation) shall not be unreasonably withheld. Each party hereto
shall, upon request, deliver to the other party certificates of insurance and
other evidence of renewal of all policies required to be maintained under this
ARTICLE 9.

Section 9.4  RESPONSIBLE FOR RESPECTIVE LOTS. Each of the parties hereto
covenants to defend, and does hereby, indemnify and hold harmless each other
from and against all claims and all costs, expenses and liabilities (including
reasonable attorneys' fees) incurred in connection with all claims, including
any action or proceedings brought thereon, arising from or as a result of the
death of, or any accident, injury, loss or damage whatsoever caused to any
natural Person, or to the property of any Person, as shall occur on its
respective Lot, except for claims caused by the active negligence or willful act
or willful omission of such indemnified Person, or its Permitees.

     Section 9.5 WAIVER OF SUBROGATION. Each of the parties hereto shall, to the
extent such insurance endorsement is available, obtain for the benefit of the
other, a waiver of any right of subrogation which the fire and extended coverage
insurer or any other insurance carrier may acquire against the other by virtue
of the payment of any loss covered by such insurance. The foregoing waiver shall
be operative only so long as the same shall not preclude the other party from
obtaining insurance, and shall have no effect to the extent that it diminishes,
reduces, or impairs the liability of any insurer or the scope of any coverage
under any policy required to be maintained pursuant to this ARTICLE 9.

     Section 9.6 BLANKET POLICY. Any party hereto may carry any insurance
required to be maintained under this ARTICLE 9 under a "blanket policy" covering
other properties of such party and/or Person, provided that the other party
shall be furnished evidence reasonably satisfactory to it that the protection
afforded under such blanket insurance policy is not less than that which would
have been obtained under separate policies and that such coverage is consistent
with prudent commercial business practices.

ARTICLE 10   CASUALTY.

     Section 10.1. NOTICE AND RESTORATION OBLIGATIONS.

          A. If all or any portion of the Casino Property shall be damaged or
destroyed, in whole or in part, by fire or other casualty (an "INSURED
CASUALTY"), the Authority shall give prompt notice thereof to MRMI. Following


                                       15


the occurrence of an Insured Casualty, the Authority shall, provided that
insurance proceeds are available, at its own cost and expense, promptly proceed
to restore, repair, replace or rebuild (if commercially practical) the same to
be of at least equal value and of substantially the same character as prior to
such damage or destruction.

          B. If all or any portion of the Track Property shall be damaged or
destroyed in whole or in part, by fire or other casualty, MRMI shall give prompt
notice thereof to the Authority. Following the occurrence of any such casualty,
MRMI shall, provided that insurance proceeds are available, at its own cost and
expense, promptly proceed to restore, repair, replace or rebuild (if possible)
the same to be of at least equal value and of substantially the same character
as prior to such damage or destruction provided that in the good faith judgment
of MRMI such restoration, repair, replacement or rebuilding is economically
practicable or otherwise such repair and restoration shall be performed to
render the same a complete architectural unit. Notwithstanding anything to the
contrary in the preceding sentence, MRMI shall not be required to restore,
repair, replace or rebuild any property damaged by fire or other casualty if the
failure to make such restoration, repair, replacement or rebuilding will not
have a materially adverse economic effect on the operation of the Gaming
Enterprise in which event the provisions of Article 4 shall control.

     Section 10.2 INSURANCE PROCEEDS. Any insurance proceeds or other
settlements in lieu thereof ("INSURANCE PROCEEDS") made with respect to the
damage or destruction of any land, building(s) or other improvements shall
belong to the party upon whose Lot such land, building(s) or other improvements
were located, subject to the provisions of any Financing Agreement.
Notwithstanding anything to the contrary contained in the preceding sentence,
with respect to any Insurance Proceeds paid in connection with a casualty of all
or any portion of the Casino Property, such Award shall be deposited with a
bank, trust company or other similar entity to be held and disbursed in a manner
similar to the procedures set forth in the Disbursement and Escrow Agreement and
any balance remaining thereafter shall be paid to the Authority. The Occupant of
each Lot shall have the right at its own cost and expense to make any
compromises and settlements in connection with any casualties or losses of any
property on its respective Lots (subject to the provisions of any Financing
Agreement), provided that, any party hereto may participate and join in any such
settlement proceedings but only to the extent necessary to maintain its own
claim. Notwithstanding anything to the contrary contained in the preceding
sentence, subject to the approval of the Shared Facilities Business Board, the
Manager shall have the right to negotiate and make any compromises and
settlements in connection with any casualties or losses of property located on
any Easement Areas and the costs of making any such settlements shall be paid by
MRMI and the Authority in accordance with the respective percentages set forth
in SECTION 6.9 hereof.

     Section 10.3 RAZING OF DAMAGED PROPERTY. To the extent that a party is not
required to, and does not elect to, restore, replace or repair all or any
portion of a building or other improvement which has been damaged or destroyed
by any casualty or taken by Condemnation, such party shall raze the portions
thereof which are not to be restored, replaced, repaired or rebuilt, clear away
all debris and leave said area in a clean, orderly and sightly condition;


                                       16


provided, however, that nothing contained herein shall prevent said party from
subsequently constructing a building on said area subject to the terms of this
Agreement.

ARTICLE 11   TRADE AND SERVICE MARKS.

     Section 11.1 THE AUTHORITY'S TRADE AND SERVICE MARKS.

          A. MRMI agrees to recognize the exclusive right of ownership of the
Authority to all the Authority's service marks, trademarks, copyrights, trade
names, designs, logos, company name, fictitious business name, trade styles
and/or other sources and/or business identifiers and applications pertaining
thereto, including, without limitation, the use of all marks including the names
"Mohawk" or "St. Regis", now or hereafter held or applied for in connection
therewith; these marks shall include all marks which are unique to and developed
for the Gaming Facility (collectively, the "AUTHORITY'S MARKS"). MRMI hereby
disclaims any right or interest therein, regardless of any legal protection
afforded thereto. MRMI acknowledges that all of the Authority's Marks might not
be used in connection with the Gaming Enterprise, and the Authority shall have
sole discretion to determine which of the Authority's Marks shall be so used.
MRMI shall not use the Authority's name, or any variation thereof, directly or
indirectly, in connection with (a) a private placement or public sale of
securities or other comparable means of financing or (b) press releases and
other public communications, without the prior written approval of the
Authority.

          B. In the event the Authority and/or MRMI is (are) the subject of any
litigation or action brought by any party seeking to restrain the use, for or
with respect to the Gaming Enterprise, by the Authority and/or MRMI of any of
the Authority's Marks used by MRMI for or in connection with the Gaming
Enterprise, any such litigation or action shall be defended entirely at the
expense of Authority, notwithstanding that Authority may not be named as a party
thereto. In the event MRMI desires to bring suit against any user of any of the
Authority's Marks, seeking to restrain such user from using any of the
Authority's Marks, then such suit shall be brought only with the consent of
Authority and at the expense of the Gaming Enterprise, notwithstanding that such
user may be a prior or subsequent user. In all cases the conduct of any suit
whether brought by the Authority and/or MRMI or instituted against the Authority
and/or MRMI shall be under the absolute control of the Authority,
notwithstanding that the Authority may not be a party to such suit. MRMI, at its
sole cost, shall have the right to engage its own legal counsel and MRMI's own
counsel shall have the right to non-controlling participation in any such
litigation. MRMI shall have the right at any time during the course of such
litigation to withdraw from participation therein.

     Section 11.2  MRMI'S TRADE AND SERVICE MARKS.

          A. The Authority agrees to recognize the exclusive right of ownership
of MRMI to all MRMI's service marks, trademarks, copyrights, trade names,


                                       17


designs, logos, company name, fictitious business name, trade styles and/or
other sources and/or business identifiers and applications pertaining thereto,
including, without limitation, the use of the marks "Monticello Race Track" now
or hereafter held or applied for in connection therewith (collectively, the
"MRMI'S MARKS"), provided that MRMI shall claim no ownership of any marks
including the names "Mohawk" or "St. Regis." The Authority hereby disclaims any
right or interest in MRMI's Marks, regardless of any legal protection afforded
thereto. The Authority acknowledges that all of MRMI's Marks might not be used
in connection with the Track Property, and MRMI shall have sole discretion to
determine which of MRMI's Marks shall be so used. The Authority agrees that MRMI
or its representative may, at any reasonable time after a termination of this
Agreement, enter the Gaming Facility for the sole purpose of removing all signs,
furnishings, printed material, emblems, slogans or other distinguishing
characteristics which are now or hereafter may be connected or identified with
MRMI's or which carry any MRMI's Mark. Such removal shall be accomplished in a
manner that leaves the premises in a condition suitable for appropriate
commercial use. The Authority shall not use MRMI's name, or any variation
thereof, directly or indirectly, in connection with (a) a private placement or
public sale of securities or other comparable means of financing or (b) press
releases and other public communications, without the prior written approval of
MRMI.

          B. In the event the Authority and/or MRMI is (are) the subject of any
litigation or action brought by a party seeking to restrain the use, for or with
respect to the Gaming Enterprise, by the Authority and/or MRMI of any of MRMI's
Marks used by MRMI for or in connection with the Track Property, any such
litigation or action shall be defended entirely at the expense of MRMI,
notwithstanding that MRMI may not be named as a party thereto. In the event the
Authority desires to bring suit against any user of any MRMI's Mark, seeking to
restrain such user from using any MRMI's Mark, then such suit shall be brought
only with the consent of MRMI and at the expense of the Authority,
notwithstanding that such user may be a prior or subsequent user. In all cases
the conduct of any suit whether brought by the Authority and/or MRMI or
instituted against the Authority and/or MRMI shall be under the absolute control
of MRMI, notwithstanding that MRMI may not be a party to such suit. The
Authority, at its sole cost, shall have the right to engage its own legal
counsel and the Authority's own counsel shall have the right to non-controlling
participation in any such litigation. The Authority shall have the right at any
time during the course of such litigation to withdraw from participation
therein.

     Section 11.3 CONFIDENTIALITY; EXCLUSIVITY. Subject to the terms of this
Agreement and any disclosure requirements of applicable law, including, federal
securities laws, the Authority and MRMI covenant to keep confidential and
exclusive the trademarks and other proprietary information that it may possess
during the term hereof of the other party hereto.



                                       18


ARTICLE 12   DEFAULT, TERMINATION, DISPUTES AND ARBITRATION.

     Section 12.1  DEFAULT.

          A. MRMI may terminate this Agreement for any material breach or the
failure to perform any material duty or obligation by the Authority within sixty
(60) days after the Authority's receipt of any notice from MRMI of Authority's
material breach and default PROVIDED THAT, if the Authority has commenced to
cure such default within such sixty (60) day period and such default is not
reasonably susceptible of cure within such sixty (60) day period then the
Authority shall have an additional reasonable period of time to cure such
default so long as the Authority is diligently and continuously pursuing such
cure.

          B. The Authority may terminate this Agreement for any material breach
or the failure to perform any material duty or obligation by MRMI within sixty
(60) days after MRMI's receipt of any notice from the Authority of MRMI's
material breach and default PROVIDED THAT, if MRMI has commenced to cure such
default within such sixty (60) day period and such default is not reasonably
susceptible of cure within such sixty (60) day period then MRMI shall have an
additional reasonable period of time to cure such default so long as MRMI is
diligently and continuously pursuing such cure.

     Section 12.2 MUTUAL TERMINATION. Notwithstanding anything to the contrary
contained in this Agreement, this Agreement may be terminated at any time during
the term hereof by mutual consent between the Authority and MRMI, which consent
may be granted or withheld in either party's sole discretion.

     Section 12.3  WAIVER OF SOVEREIGN IMMUNITY; DISPUTES; ARBITRATION.

          A. Subject to the terms of this ARTICLE 12, the Authority expressly
waives sovereign immunity for the purpose of permitting or compelling
arbitration as provided in subparagraph (b) below, and to be sued in any federal
or state court of competent jurisdiction by MRMI for the purpose of compelling
arbitration or enforcing any arbitration award or judgment arising out of this
Agreement or the termination or purported termination thereof or any rules,
actions or decisions of the Authority which have a materially adverse effect on
the rights of MRMI hereunder. Without in any way limiting the generality of the
foregoing, the Authority expressly authorizes any governmental authorities who
have the right and duty under applicable law to take any action authorized or
ordered by any court, to take such action, including, without limitation,
entering the Casino Property and repossessing any furniture and equipment
subject to a security interest or otherwise giving effect to any such judgment
entered. In no instance shall any enforcement of any kind whatsoever be allowed
against any assets of the Authority other than the limited assets of the
Authority specified herein.

          B. All disputes, controversies or claims arising out of or relating to
this Agreement, shall be settled by binding arbitration in accordance with the
Expedited Procedures provisions (Rules 53 through 57 in the current edition) of


                                       19


the commercial arbitration rules of the American Arbitration Association.
Arbitration shall occur before a single arbitrator, or any greater number of
arbitrators if mutually agreed to by the Authority and MRMI (the "ARBITRATOR").
The Arbitrator(s) shall possess relevant expertise and shall be selected jointly
by MRMI and the Authority. If the owners of each Lot are unable to agree on the
selection of the Arbitrator(s), the Arbitrator(s) shall be selected by the
American Arbitration Association. The Arbitrator(s) shall render a decision
promptly after the submission of the dispute and shall apply the standards of a
reasonable, prudent businessperson. The Arbitrator(s) shall have no authority to
award punitive damages. Unless the owners of each Lot mutually agree otherwise,
binding arbitration shall be the sole remedy as to all disputes arising out of
this Agreement, except for disputes requiring injunctive or declaratory relief.
The Arbitrator(s) may not require the Authority to take or modify any
governmental legislative decision or governmental legislative action, and may
not prohibit the Authority from taking any governmental legislative decision or
governmental legislative action, provided however, that in the event the
Authority engages in a governmental legislative decision or action that causes a
breach of this Agreement and results in damage to Developer, the Arbitrator(s)
may award Developer damages.

          C. In determining any matter, the Arbitrator(s) shall apply the terms
of this Agreement, without adding to, modifying or changing the terms in any
respect, and shall apply New York law and applicable federal and tribal law. All
arbitration hearings shall be held at a place designated by the Arbitrator(s) in
New York County, New York. The parties hereto covenant to maintain strict
confidentiality with respect to any arbitration, subject to any requirements of
any applicable law, including, federal securities law.

          D. The Authority's waiver of immunity from suit granted under this
Article 12 shall be specifically limited to the following actions and judicial
remedies:

          (i)  The enforcement of an award of money damages by arbitration;
               PROVIDED THAT, the Arbitrator(s) and/or the court shall have no
               authority or jurisdiction to order execution against any assets
               or revenues of the Authority except (A) undistributed or future
               Net Revenues (as defined in the Management Agreement) of the
               Gaming Enterprise; or (B) if it has been specifically found by
               the Arbitrator(s) that, by the exercise of regulatory authority
               pursuant to the Tribal Gaming Ordinance or otherwise, or any
               rules, actions, or decisions of the Authority pursuant thereto or
               by other action, the Authority has knowingly and purposely
               prejudiced MRMI's rights under this Agreement or any other
               agreements executed in connection herewith, such award may be
               enforced against the future Net Revenues of any other gaming
               operations conducted by the Authority or any other entity of the
               Authority on the Casino Property. In no instance shall any
               enforcement of any kind whatsoever be allowed against any assets
               of the Authority other than the limited assets of the Authority
               specified herein.


                                       20


          (ii) The enforcement of a determination by the Arbitrator(s) that the
               Authority's consent or approval has been unreasonably withheld
               contrary to the terms of this Agreement.

          (iii) The enforcement of a determination by the Arbitrator(s) that (A)
               prohibits the Authority from taking any action that would
               adversely impair or affect any rights of MRMI under this
               Agreement, or (B) requires the Authority to specifically perform
               any of its obligations under this Agreement, provided that the
               Arbitrator(s) and/or the court may not require the the Authority
               to take or modify any governmental legislative decision or
               governmental legislative action, and may not prohibit the
               Authority from taking any governmental legislative decision or
               governmental legislative action, and provided further that the
               Arbitrator(s) and/or the court may not enjoin the Authority with
               regard to any Licensing Disputes (as defined in the Management
               Agreement).

          (iv) An action to compel arbitration as required pursuant to this
               ARTICLE 12.

     Section 12.4  INDEMNITY.

          A. MRMI shall indemnify and save the Authority harmless from and
against all loss, cost, liability and expense, including, but not limited to,
reasonable counsel fees and disbursements that may be occasioned by any acts
constituting theft, fraud, willful misconduct or gross negligence on the part of
MRMI in the performance of its duties under this Agreement. Except for the
Authority's theft, fraud, willful misconduct or gross negligence, MRMI shall
indemnify, defend and hold harmless the Authority from any loss, cost, liability
and expense, including, but not limited to, reasonable counsel fees and
disbursements, relating to the Track Property that results from the Authority's
performance of its obligations under this Agreement.

          B. The Authority shall indemnify and save MRMI harmless from and
against all loss, cost, liability and expense, including, but not limited to,
reasonable counsel fees and disbursements that may be occasioned by any acts
constituting theft, fraud, willful misconduct or gross negligence on the part of
the Authority in the performance of its duties under this Agreement. Except for
MRMI's theft, fraud, willful misconduct or gross negligence, the Authority shall
indemnify, defend and hold harmless MRMI from any loss, cost, liability and
expense, including, but not limited to, reasonable counsel fees and
disbursements, relating to the Gaming Enterprise or Gaming Facility that results
from MRMI's performance of its obligations under this Agreement.

          C. The indemnifications and terms set forth in this SECTION 12.4 shall
survive the expiration or earlier termination of this Agreement. In addition,
such indemnifications and terms are in addition to and not in substitution for
the indemnification provisions set forth in the Declaration of Covenants.



                                       21


     Section 12.5 NO PERSONAL LIABILITY. Neither the Tribe nor any officer,
officeholder, employee, agent, representative or member of the Tribe or the
Authority shall have any personal liability for the obligations of the Authority
under this Agreement or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Further, no member, officer, office-holder,
employee, agent, representative, manager or member of MRMI shall have any
personal liability for the obligations of MRMI under this Agreement or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.

ARTICLE 13  MECHANIC'S LIENS.

Neither MRMI nor the Authority shall permit any mechanic's, materialman's or
similar lien to stand against any portion of the other's property for any labor
performed or material furnished in connection with any work performed or caused
to be performed pursuant to this Agreement. Any party which is responsible for
the filing of such lien may bond and contest the validity or amount of any such
lien but upon final determination as to the validity and amount thereof such
party shall promptly discharge said lien.

ARTICLE 14   INTENTIONALLY DELETED.

ARTICLE 15   MISCELLANEOUS PROVISIONS.

     Section 15.1 GOVERNMENT SAVINGS CLAUSE. Each of the parties agrees to
execute, deliver and, if necessary, record any and all additional instruments,
certifications, amendments, modifications and other documents as may be
reasonably required by the United States Department of the Interior, Bureau of
Indian Affairs, the office of the Field Solicitor, the National Indian Gaming
Commission, or any other applicable statute, rule or regulation in order to
effectuate, complete, perfect, continue or preserve the respective rights,
obligations and interests of the parties hereto to the fullest extent permitted
by law; provided, that any such additional instrument, certification, amendment,
modification or other document shall not materially change the respective
rights, remedies or obligations of the Authority or MRMI under this Agreement or
any other agreement or document related hereto.

     Section 15.2 THIRD PARTY BENEFICIARY. This Agreement is exclusively for the
benefit of the parties hereto and it may not be enforced by any party other than
the parties to this Agreement and shall not give rise to liability to any third
party other than the authorized successors and assigns of the parties hereto.

     Section 15.3 AUTHORIZATION. The Authority and MRMI hereby represent and
warrant to each other that each has the full power and authority to execute this
Agreement and to be bound by and perform the terms hereof. Each party shall
furnish evidence of such authority to the other upon the reasonable request
thereof.



                                       22


     Section 15.4 RELATIONSHIP. MRMI and the Authority shall not be construed as
joint venturers or partners of each other by reason of this Agreement and
neither shall have the power to bind or obligate the other except as set forth
in this Agreement.

     Section 15.5 NOTICES. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be deemed to have been duly given
to the applicable party (a) on the date of hand delivery with signed receipt,
(b) on the business day immediately following transmittal to Federal Express or
other nationally recognized overnight commercial courier with signed receipt or
(c) five (5) days after deposit in the United States mail, postage prepaid; in
any case addressed to the address of the applicable party set forth below, or
such other address as such party may hereafter specify by notice to the other in
accordance with the notice procedures described in this paragraph. The parties
also designate the following persons as agents for receipt of service of
process:

         If to the Authority:       Chairman
                                    St. Regis Mohawk Gaming Authority
                                    c/o St. Regis Mohawk Reservation
                                    Community Building
                                    Route 37, Box 8A
                                    Hogansburg, New York  13655

         with a copy to:            Hobbs, Straus, Dean & Walker, LLP
                                    2120 L Street, N.W., Suite 700
                                    Washington, D.C.  20037
                                    Attention:  Michael Roy, Esq.

         If to MRMI:                Monticello Raceway Management, Inc.
                                    Monticello Raceway, Route 17B
                                    P.O. Box 5013
                                    Monticello, New York 12701-5193
                                    Attention:  Chief Financial Officer

         with a copy to:            Latham & Watkins LLP
                                    885 Third Avenue
                                    New York, New York 10022
                                    Attention:  James I. Hisiger, Esq.

     Section 15.6 NO WAIVER. No consent or waiver express or implied, by either
party to any breach or default by the other party in the performance of any of
the obligations or conditions of this Agreement or any related agreement shall
be construed to be a consent to or waiver of any other breach or default by such
party. Failure on the part of a party to complain of any act or failure to act
by the other party, or failure to declare the other party in default,
irrespective of how long such failure continues, shall not constitute a waiver
of the rights of such party.



                                       23


     Section 15.7 SUCCESSORS AND ASSIGNS. The benefits and obligations of this
Agreement shall inure to and be binding upon the parties hereto and their
respective permitted successors and assigns. Subject to the terms of this
SECTION 15.7, the Authority's prior written consent shall not be required for
MRMI to assign all or any of its rights, interests or obligations hereunder to a
third party acquiring an interest, estate or other right in or to the Property
or any portion thereof. All proposed assignees shall agree to be bound by the
terms and conditions of this Agreement including, without limitation, SECTION
12.4 hereof. In addition, the assignment of a controlling interest in MRMI may
be made without the prior written consent of the Authority. Notwithstanding
anything to the contrary contained in this Agreement, the acquisition of MRMI or
any member of MRMI by a third party shall not constitute an assignment of this
Agreement by MRMI and this Agreement shall remain in full force and effect
between the Authority and MRMI. Subject to the terms of this paragraph, the
Authority shall, without the prior written consent of MRMI, have the right to
assign this Agreement and the assets of the Gaming Enterprise to an
instrumentality of the Authority or Tribe or to a corporation or other business
entity wholly owned by the Authority or Tribe organized to conduct the business
of the Gaming Enterprise for the Tribe provided that such assignee assumes all
of the Authority's obligations herein. Any assignment by the Authority or Tribe
shall not adversely prejudice the rights of MRMI under this Agreement. No
assignment authorized hereunder shall be effective until all Legal Requirements
(as defined in the Development Agreement) are met.

     Section 15.8 ARTICLE AND SECTION HEADINGS. Article and Section headings,
where used herein, are inserted for convenience only and are not intended to be
a part of this Agreement or in any way to define, limit or describe the scope
and intent of the particular sections or paragraphs to which they refer.

     Section 15.9 CHOICE OF LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of New York.

     Section 15.10 TERMINATION AND AMENDMENT. This Agreement may be canceled,
changed, modified, or amended in whole or in part only by written and recorded
instrument executed by each of the record owners of the Lots.

     Section 15.11 EXCUSABLE DELAYS. Whenever performance is required of any
party hereto, that party shall use all due diligence to perform and take all
necessary measures in good faith to perform; provided, however, that if
completion of performance shall be delayed at any time by reason of acts of God,
war, civil commotion, terrorist acts, riots, strikes, picketing, or other labor
disputes, or damage to work in progress by reason of fire or other casualty or
causes beyond the reasonable control of such party then the time for performance
as herein specified shall be appropriately extended by the amount of the delay
actually so caused; provided, however, that the maximum length of any such
extension shall in no event exceed twelve (12) months for any one cause. Failure
by any party hereto to perform any obligation under this Agreement shall not be
deemed to be a cause beyond the control of such party.



                                       24


Section 15.12 SEVERABILITY. Invalidation of any of the provisions contained in
this Agreement, or of the application thereof to any person, by judgment or
court order shall in no way affect any of the other provisions hereof or the
application thereof to any other person and the same shall remain in full force
and effect.

Section 15.13 COUNTERPARTS. This Agreement may be executed simultaneously in any
number of counterparts. Each counterpart shall be deemed to be an original, and
all such counterparts shall constitute one and the same instrument.

Section 15.14 EFFECTIVE DATE. This Agreement shall become effective, of full
force and effect and the parties hereto shall be bound hereby, on the Effective
Date (as such term is defined in the Management Agreement).

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

ST. REGIS MOHAWK                          MONTICELLO RACEWAY MANAGEMENT, INC.
GAMING AUTHORITY



                                          By: /s/ David P. Hanlon
                                              ----------------------------------
By: /s/ Barbara A. Lazore                     Name: David P. Hanlon
    ------------------------------            Authorized Signatory
    Barbara A. Lazore, Member
    Management Board

By: /s/ James W. Ransom
    ------------------------------
    James W. Ransom, Member
    Management Board

By: /s/ Lorraine White
    ------------------------------
    Lorraine White, Member
    Management Board






                                       25

                                    EXHIBIT A

                                 TRACK PROPERTY




                                    EXHIBIT B

                                 CASINO PROPERTY

                                    EXHIBIT C

                                    SITE PLAN