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                                                                   EXHIBIT 10.31

                        SETTLEMENT AND RELEASE AGREEMENT

         This Settlement and Release Agreement ("Agreement"), dated April 10,
2003, is made and entered into by and between Windsor Woodmont Black Hawk Resort
Corporation, a Colorado corporation ("Windsor Woodmont"), on the one hand, and
Hyatt Gaming Management, Inc. ("Hyatt"), on the other hand. Windsor Woodmont and
Hyatt are referred to herein as the "Parties."

                                    RECITALS

         A.       On November 7, 2002 (the "Petition Date"), Windsor Woodmont
filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court for the District of Colorado (the
"Bankruptcy Court") commencing its Chapter 11 case, Case No. 02-28089-ABC (the
"Bankruptcy Case").

         B.       Windsor Woodmont is the developer and owner of the Black Hawk
Casino by Hyatt (the "Casino") located in Black Hawk, Colorado.

         C.       On February 2, 2000, Windsor Woodmont and Hyatt entered into a
Management Agreement pursuant to which Hyatt was retained by Windsor Woodmont to
manage the Casino (the "Management Agreement"). The Management Agreement has an
initial 15-year term (commencing December 20, 2001), with Hyatt having the
option to extend such term for up to two additional 5-year periods if certain
conditions specified in the Management Agreement are met.

         D.       Pursuant to Section 4.2 of the Management Agreement, Hyatt is
to receive a management fee for managing the Casino. The fee is made up of two
components: (i) a "basic fee" equal to 3% of the Adjusted Gross Receipts (as
defined in the Management Agreement) of the Casino for each fiscal year (the
"Basic Fee") and (ii) a "contingent incentive fee" equal to 5% of positive
EBITDA (as defined in the Management Agreement) for each fiscal year (the
"Contingent Incentive Fee," and together with the Basic Fee, the "Management
Fee").

         E.       On March 14, 2000, Windsor Woodmont and SunTrust Bank, as
trustee, entered into an Indenture, pursuant to which Windsor Woodmont obtained
$100 million in financing for the construction and development of the Casino
through the issuance of 13% First Mortgage Notes with a maturity date of March
15, 2005 (the "First Mortgage Notes"). The First Mortgage Notes provide, with
certain exclusions set forth therein including, without limitation, the liens of
the FF&E Lender (as such term is defined below), that they are secured by a
first priority lien on substantially all of Windsor Woodmont's assets. The
Parties are informed and believe that the First Mortgage Notes are currently
substantially held by Ableco Finance, LLC, Farallon Capital Management, Credit
Suisse Fixed Income, Credit Suisse Leveraged Instruments, Highland Capital
Management, MW Post Advisory Group, Trust Company of the West and Libra
Securities (collectively, the "First Mortgage Noteholders").

         F.       On October 2, 2001, Windsor Woodmont and Wells Fargo Bank, as
the administrative and collateral agent for a consortium of lenders, entered
into a loan

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agreement pursuant to which Windsor Woodmont obtained $20.8 million in financing
for the purpose of acquiring furniture, fixtures and equipment to be used in
connection with the development and operation of the Casino (the "FF&E Loan").
The FF&E Loan is secured by a first priority lien on all of the furniture,
fixtures and equipment (including gaming equipment) purchased with the FF&E Loan
proceeds. The maturity date of the FF&E Loan is January 1, 2005. The FF&E Loan
has been assigned in its entirety to David R. Belding (the "FF&E Lender").

         G.       On March 14, 2000, Windsor Woodmont and Hyatt entered into a
loan agreement pursuant to which Windsor Woodmont obtained $7.5 million for the
purpose of financing a portion of the construction and development of the Casino
(the "Second Mortgage Note"). The Second Mortgage Note provides that it is
secured by the same assets that secure the First Mortgage Note, but is
subordinate to the liens of the First Mortgage Noteholders and the FF&E Lender.
The maturity date of the Second Mortgage Note is March 15, 2010.

         H.       On or about December 23, 2002, Windsor Woodmont filed its
Motion for Court Approval of Debtor Rejection of Hyatt Management Agreement (the
"Rejection Motion"). On or about January 10, 2003, the First Mortgage
Noteholders filed an objection to the Rejection Motion which was joined by
SunTrust Bank on January 13, 2003. On or about January 15, 2003, Hyatt filed an
objection to the Rejection Motion. Extensive discovery in connection with the
Rejection Motion was undertaken in February and March, 2003. The hearing on the
Rejection Motion is currently scheduled for April 7 and 8, 2003.

         I.       On January 22, 2003, Hyatt filed a proof of claim (the "Proof
of Claim") in the Bankruptcy Case asserting (i) a secured claim evidenced by the
Second Mortgage Note in the amount of $11,702,794.65 (comprised of principal in
the amount of $9,840,232.99 and interest in the amount of $1,862,561.66), and
(ii) an unsecured claim in the amount of $2,128,028.42 (comprised of
$1,176,192.57 in unreimbursed pre-opening costs from October 2000 through June
2002 and $951,835.85 in unreimbursed post-opening operational costs from March
2002 through November 2002).

         J.       Windsor Woodmont disputes the amount and priority of Hyatt's
claims set forth in the Proof of Claim and, in the absence of this Agreement,
would dispute the assertion by Hyatt of any damage claim that Hyatt could assert
against Windsor Woodmont upon the rejection of the Management Agreement in the
Bankruptcy Case (the "Rejection Damage Claim").

         K.       Hyatt currently has control over certain funds from the
operations of the Casino (the "Funds"). Windsor Woodmont has made demand on
Hyatt to turn over such Funds to Windsor Woodmont in accordance with the terms
of the Management Agreement. Hyatt claims an interest in the Funds and to date
has refused to turn over the Funds to Windsor Woodmont. Windsor Woodmont has
also made demand on Hyatt to refund that portion of Hyatt's Basic Fee in 2002
that Windsor Woodmont alleges was improperly calculated on player loyalty point
redemptions, coupon redemptions, and direct mail cash coupons (the "Disputed
Management Fees"). Hyatt disputes any and all Windsor Woodmont claims of
Management Fee overcharges.

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         L.       It is the intention and desire of the Parties to settle,
compromise and resolve all of the differences, disagreements and disputes which
have existed and may now exist between them and to enter into the releases set
forth herein, all on the terms and conditions hereinafter set forth.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the promises and releases contained
herein, and to avoid the cost, uncertainty and risk of litigation, the Parties
hereby agree as follows:

         1.       Incorporation of Recitals. All of the Recitals set forth in
paragraphs A through L, inclusive, are incorporated herein by this reference as
though set forth in full at this place.

         2.       Bankruptcy Court Approval. The terms of the settlement set
forth herein are expressly conditioned on the Parties' execution of this
Agreement and the entry of a final order of the Bankruptcy Court approving this
Agreement (the "Approval Order"). For purposes of this Agreement, a final order
shall mean an order as to which no appeal has been timely brought or, if an
appeal has been timely brought, as to which no stay has been obtained. The
Parties shall fully cooperate to have the terms of this Agreement approved by
the Bankruptcy Court as soon as reasonably possible, including making a joint
request to the Bankruptcy Court to schedule an expedited hearing on the approval
of this Agreement. Upon the entry of the Approval Order, the Management
Agreement will be deemed rejected on the terms and conditions set forth in this
Agreement (the "Rejection Date") and the hearing on the Rejection Motion will be
taken off the Bankruptcy Court's calendar. Until the entry of the Approval
Order, the Parties acknowledge that the Management Agreement shall remain in
full force and effect, subject to the provisions of P. 8 hereof, and any and all
rights to payment that accrue prior to the Rejection Date shall, subject to the
provisions P. 7 hereof, be unaffected by the terms of this Agreement. In the
event that this Agreement is not approved by the Bankruptcy Court, (i) this
Agreement shall be void ab initio, (ii) nothing herein shall be deemed an
admission by any Party, (iii) this Agreement shall not be admissible in the
Bankruptcy Court or in any other court or proceeding, and (iv) each Party shall
retain all of its rights which existed immediately prior to the Parties'
agreement to settle their disputes as provided in this Agreement.

         3.       Allowance of Claim in the Bankruptcy Case. Hyatt shall hold an
allowed pre-petition claim in the Bankruptcy Case in the total amount of
$18,318,368.49 (the "Allowed Unsecured Claim"), which amount is broken down as
follows:

                  a.       Allowed Rejection Damage Claim. The Parties agree
                           that Hyatt shall hold an allowed pre-petition
                           unsecured Rejection Damage Claim in the Bankruptcy
                           Case in the amount of $5,000,000.

                  b.       Allowed Second Mortgage Note Claim. The Parties agree
                           that Hyatt shall hold an allowed pre-petition
                           unsecured claim in the Bankruptcy Case based on the
                           Second Mortgage Note in the amount of $10,877,790.74;
                           provided, however, that, in the event that the

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                           collateral that secures the Second Mortgage Note
                           claim is determined by the Bankruptcy Court to have a
                           value in excess of the liens senior to the Second
                           Mortgage Note claim (including, without limitation,
                           the liens of the FF&E Lender and the First Mortgage
                           Noteholders), Hyatt's claim based on the Second
                           Mortgage Note shall be secured to the extent of the
                           value of Hyatt's collateral, with the balance of such
                           claim being unsecured.

                  c.       Allowed Claim for Pre-Opening Casino Expenses. The
                           Parties agree that Hyatt shall hold an allowed
                           pre-petition unsecured claim in the Bankruptcy Case
                           based on unreimbursed pre-opening Casino expenses in
                           the amount of $1,532,920.67.

                  d.       Allowed Claim for Post-Opening Casino Expenses. The
                           Parties agree that Hyatt shall hold an allowed
                           pre-petition unsecured claim in the Bankruptcy Case
                           based on unreimbursed post-opening Casino expenses in
                           the amount of $907,657.08.

         4.       Treatment of Allowed Unsecured Claim Under a Plan of
Reorganization and Support for Plan of Reorganization. Windsor Woodmont shall
use its best efforts to propose, and Hyatt shall support, a plan of
reorganization ("Plan") in the Bankruptcy Case that provides the following
treatment on account of Hyatt's Allowed Unsecured Claim. Commencing one (1)
month after the effective date of the Plan, Windsor Woodmont shall commence
making monthly interest-only payments in arrears on the unpaid portion of
Hyatt's Allowed Unsecured Claim at a rate of six percent (6%) per annum (the
"Interest Only Payments"). The Interest Only Payments will continue until
Windsor Woodmont generates Excess Cash Flow (defined below), from and after
which time Windsor Woodmont shall make, in addition to the Interest Only
Payments, monthly principal payments to Hyatt on account of the Allowed
Unsecured Claim (due on or before the fifth business day of the month) in the
amount of all Excess Cash Flow generated during the previous month until such
time as the Allowed Unsecured Claim is indefeasibly paid in full; provided,
however, that in any event Windsor Woodmont must repay the Allowed Unsecured
Claim in full in cash on or before the seventh anniversary of the effective date
of the Plan. For purposes of this Section 4, "Excess Cash Flow" shall mean the
Consolidated Cash Flow of Windsor Woodmont (as defined in Section 1.29 of the
Second Mortgage Note as in effect on the Petition Date) for any month minus all
of the following: (i) any payments required to be made or reserved for by
Windsor Woodmont during such month pursuant to a Plan or other order of the
Bankruptcy Court (including, without limitation, payments required to be made to
or reserved for the FF&E Lender and the First Mortgage Noteholders); (ii) a
reasonable monthly reserve for capital expenditures in an amount not to exceed
3% of Adjusted Gross Receipts (as such term is defined in the Management
Agreement); (iii) any amounts necessary to establish and maintain an operating
reserve in the aggregate amount of $9,000,000; (iv) all reasonable and necessary
costs incurred by Windsor Woodmont during such month in connection with its
operation of the Casino (which amounts shall include those expenses presently
designated as "owner operating" costs provided that such expenses do not exceed
$1,200,000 annually); and (v) in the event that Hyatt has been indefeasibly paid
$4,000,000 in principal on account of its Allowed Unsecured Claim, any amounts
necessary to establish and maintain a reserve in the amount

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of $1,000,000 for the purpose of funding the pre-planning costs related to the
construction of a hotel on the Casino property. Nothing in this Agreement shall
prejudice (i) Hyatt from claiming that, under applicable law, its Allowed
Unsecured Claim must be treated on terms as favorable as those on which other
unsecured claims are treated, or (ii) any other unsecured creditor of Windsor
Woodmont from receiving the same treatment on account of its unsecured claim as
Hyatt is to receive on account of its Allowed Unsecured Claim pursuant to this
Agreement.

         5.       Restricted Distributions To Equity Holders. Until such time as
Hyatt's Allowed Unsecured Claim has been indefeasibly paid in full (including
all interest accrued thereon), Windsor Woodmont shall not directly or
indirectly: (i) declare or pay any dividend or make any other payment or
distribution to its equity holders on account of their equity interests
(collectively, the "Equity Interests"); (ii) purchase, redeem or otherwise
acquire for value (including, without limitation, in connection with any merger
or consolidation involving Windsor Woodmont) any Equity Interests (this
subparagraph 5(ii) shall not prohibit a redemption of the stock held by Paul
Steelman, Ltd. ("Steelman") as part of any settlement of Windsor Woodmont's
claims against Steelman where such settlement does not provide for the payment
of cash by Windsor Woodmont); (iii) make any payment of principal on or with
respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any indebtedness that is subordinate to Hyatt's Allowed Unsecured Claim;
(iv) increase the compensation of any of its executives except for (a) a
one-time 15% increase to the salaries of Michael Armstrong and Timothy Rose
(approved by Windsor Woodmont's Board of Directors prior to the Petition Date)
to become effective as of the Rejection Date and (b) no more than 10% per annum
increases of the salaries of Michael Armstrong and Timothy Rose upon
authorization by Windsor Woodmont's Board of Directors; (vi) make any payment or
distribution to any Affiliate; and (vii) grant any equity holder stock
appreciation or similar rights (this subparagraph 5(vii) shall not prohibit
Windsor Woodmont from reissuing options at a different strike price). For
purposes of this Agreement, the term "Affiliate" shall include any entity that
controls, is controlled by or is under common control with, Windsor Woodmont.

         6.       Turnover of Funds to Windsor Woodmont. Hyatt shall waive any
claim or interest in and to the Funds and shall acknowledge that the Funds are
the property of Windsor Woodmont (subject to the cash collateral claims, if any,
of the FF&E Lender and the First Mortgage Noteholders) and should be turned over
to Windsor Woodmont. Promptly upon the entry of the Approval Order, Hyatt shall
turn over to Windsor Woodmont the Funds; provided, however, that Hyatt shall be
entitled to withhold sufficient amounts from the Funds to pay any and all
employee-related liabilities (fixed as well as contingent) arising out of its
management of the Casino (the "Employee Reserve"). Within 180 days of the entry
of the Approval Order, Hyatt shall provide Windsor Woodmont with an accounting
of the amounts paid from the Employee Reserve. On such date, in the event that
the amount of the Employee Reserve exceeds the aggregate amount of
employee-related liabilities after all such liabilities have been paid in full,
Hyatt shall remit to Windsor Woodmont the full amount of such excess. In the
event that the aggregate amount of such employee-related liabilities exceeds the
amount of the Employee Reserve after all such liabilities have been paid in
full, Windsor Woodmont shall remit to Hyatt the full amount of such shortfall in
cash within ten (10) business days of receiving notice thereof from Hyatt. In
the event that additional employee-related liabilities are discovered by Hyatt
after the 180-day period set

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forth herein, Hyatt shall provide Windsor Woodmont with an accounting of such
additional expenses and Windsor Woodmont shall remit to Hyatt the full amount of
such shortfall in cash within ten (10) business days of receiving notice thereof
from Hyatt.

         7.       Treatment of Disputed Management Fees. Upon Hyatt having been
indefeasibly paid $2,000,000 in principal on account of its Allowed Unsecured
Claim, Windsor Woodmont, in settlement of the Parties' dispute regarding the
Disputed Management Fees, shall have the right to retain for its own account the
next $250,000 in Excess Cash Flow to which Hyatt would otherwise be entitled
under Paragraph 4 of this Agreement and reduce the unpaid portion of Hyatt's
Allowed Unsecured Claim by such amount.

         8.       Cooperation With Transition of Management of the Casino to
Windsor Woodmont; Payment of Expenses In Connection With Transition.

                  (a)      The Parties agree to fully cooperate with each other
                  in connection with the transition of the management of the
                  Casino to Windsor Woodmont and agree to comply with the terms
                  of Section 29 of the Management Agreement (as in effect on the
                  Petition Date) for purposes of such transition; provided,
                  however, that Hyatt shall not have the right to purchase any
                  items of equipment, consumables or supplies from Windsor
                  Woodmont as provided in Section 29.4 of the Management
                  Agreement.

                  (b)      Notwithstanding anything in Section 29 of the
                  Management Agreement to the contrary, Windsor Woodmont shall
                  remove all exterior signage containing Hyatt protected names
                  and marks immediately after the Rejection Date and shall cease
                  all other use of Hyatt's protected names and marks as of and
                  after the Rejection Date, except to the extent expressly
                  permitted by the Colorado Division of Gaming (the "Gaming
                  Division"). To the extent the Gaming Division expressly
                  permits Windsor Woodmont to use any Hyatt protected names or
                  marks after the Rejection Date, Windsor Woodmont shall
                  nevertheless cease all such use as soon as practicable after
                  the Rejection Date.

                  (c)      Hyatt's cooperation in the transition of management
                  to Windsor Woodmont shall commence promptly upon the execution
                  of this Agreement, but shall be required only to the extent
                  that such cooperation would not be inconsistent with Hyatt
                  remaining as manager of the Casino and would not otherwise
                  negatively impact Hyatt should this Agreement not be approved
                  by the Bankruptcy Court.

                  (d)      Hyatt's cooperation shall include, but not be limited
                  to, providing in a timely manner readily available,
                  non-proprietary information reasonably requested by Windsor
                  Woodmont subject to applicable law and Hyatt's existing
                  contractual relationships, and implementing in a timely
                  manner, subject to applicable law and Hyatt's existing
                  contractual relationships, Windsor Woodmont's reasonable
                  determinations with regard to, among other things, personnel
                  changes, marketing, slot hold changes, types of

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                  participation games utilized at the Casino and the location of
                  various gaming machines on the floor of the Casino.

                  (e)      Windsor Woodmont agrees to fully cooperate with Hyatt
                  with respect to the fulfillment of any regulatory or
                  governmental request made to Hyatt relating to its management
                  of the Casino, including, without limitation, requests made by
                  the Colorado Division of Gaming for certain financial reports.

                  (f)      Windsor Woodmont agrees to pay all expenses incurred
                  by Hyatt in connection with the transition of the management
                  of the Casino to Windsor Woodmont (the "Transition Expenses").

                           (i)      Within ten (10) business days after
                           execution of this Agreement, Hyatt shall provide
                           Windsor Woodmont with an estimate of the anticipated
                           Transition Expenses.

                           (ii)     Within ten (10) business days of the entry
                           of the Approval Order, Windsor Woodmont shall remit
                           such amount to Hyatt to be held by Hyatt as a
                           "Transition Expense Reserve."

                           (iii)    Within 180 days of the entry of the Approval
                           Order, Hyatt shall provide Windsor Woodmont with an
                           accounting of the amounts paid from the Transition
                           Expense Reserve. If the amount of the Transition
                           Expense Reserve exceeds the aggregate amount of
                           Transition Expenses after all such expenses have been
                           paid in full, Hyatt shall thereupon remit to Windsor
                           Woodmont the full amount of such excess. If the
                           aggregate amount of such Transition Expenses exceeds
                           the amount of the Transition Expense Reserve after
                           all such expenses have been paid in full, Windsor
                           Woodmont shall remit to Hyatt the full amount of such
                           shortfall in cash within ten (10) business days of
                           receiving notice thereof from Hyatt.

                           (iv)     If additional Transition Expenses are
                           discovered by Hyatt after said 180-day period, Hyatt
                           shall provide Windsor Woodmont with an accounting of
                           such additional expenses and Windsor Woodmont shall
                           remit to Hyatt the full amount of such shortfall in
                           cash within ten (10) business days of receiving
                           notice thereof from Hyatt.

                  (g)      Windsor Woodmont acknowledges that Hyatt's
                  obligations under this Agreement are expressly conditioned on
                  Windsor Woodmont's timely payment of all amounts due to Hyatt
                  under this Paragraph 8.

                  (h)      As of Rejection Date, Hyatt shall terminate all
                  employees of the Casino (the "Casino Employees") and Windsor
                  Woodmont shall make offers of employment to such Casino
                  Employees as it desires; provided, however, that Windsor
                  Woodmont shall make offers of employment to a sufficient
                  number of Casino Employees so that the requirements of the
                  Worker

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                  Adjustment and Retraining Notification Act or applicable
                  similar state plant closing or mass layoff law (collectively,
                  "WARN") will not apply.

                  (i)      All Casino Employees who become employed by Windsor
                  Woodmont shall be referred to as "Transferred Employees."
                  Windsor Woodmont agrees that it shall not terminate any
                  Transferred Employees for at least ninety (90) days following
                  the Rejection Date or otherwise so as to cause WARN to be
                  applicable to Windsor Woodmont or Hyatt.

                  (j)      In the event that Windsor Woodmont violates
                  subparagraph 8(h) of this Agreement, Windsor Woodmont shall be
                  responsible for, indemnify and hold Hyatt harmless from any
                  and all liability applicable to Hyatt under WARN. Windsor
                  Woodmont further agrees to pay all costs incurred by Hyatt
                  relating to its compliance with WARN.

                  (k)      Windsor Woodmont further agrees to disclose to Hyatt
                  immediately following the Rejection Date the name of each
                  Casino Employee that it did not hire as of the Rejection Date.

         9.       Support for Extension of Exclusivity Periods in the Bankruptcy
Case. Hyatt shall support a motion to be filed by Windsor Woodmont in the
Bankruptcy Case seeking a further three (3) month extension of Windsor
Woodmont's exclusive periods to file a Plan and solicit acceptances to the Plan.
Windsor Woodmont's current exclusive periods to file a Plan and solicit
acceptances to the Plan expire on May 6, 2003 and July 7, 2003, respectively.

         10.      Press Releases. The Parties shall fully cooperate in issuing
press releases with respect to the settlement contained herein and the Parties'
positive contributions to the Casino; provided, however, that neither Party
shall issue any press release relating to this settlement or the management of
the Casino prior to the Rejection Date without the other Party's prior consent.

         11.      Further Assurances. The Parties hereby agree to take such
other and further actions, and to execute such other and further documents from
time to time as are reasonably necessary in order to confirm or implement the
rights granted to each other under this Agreement, and further agree to fully
cooperate in effecting and implementing the intent of this Agreement.

         12.      No Transfer of Rights or Claims. Each Party represents and
warrants to the other that it has not transferred, hypothecated or otherwise
encumbered or assigned any rights or any claims to be transferred or released
pursuant to the terms of this Agreement, to any person or entity.

         13.      Reliance on Independent Legal Advice. The Parties represent
and warrant to each other: (a) that each has received advice from its own
respective, independent legal counsel prior to its execution of this Agreement;
(b) that the legal nature and effect of this Agreement has been explained to it
by its respective counsel; (c) that it fully understands the terms and
provisions of this Agreement and the nature and effect thereof; (d) that it is
relying solely on the advice of its own legal counsel in executing this
Agreement; (e) that it

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has not relied and is not relying upon any representation or statement of the
other Party, or counsel for the other Party, not contained in this Agreement;
(f) that it has carefully read this Agreement, knows the contents hereof, and is
executing the same freely and voluntarily; and (g) it is aware that it or its
respective attorneys may hereafter discover facts different from or in addition
to the facts that it now knows or believes to be true with respect to the
subject matter of this Agreement, but that it is its intention to fully and
finally release the other Party to the full extent of the releases contained in
this Agreement, and to otherwise agree to the other terms and conditions of this
Agreement.

         14.      Release of Claims Against Hyatt by Windsor Woodmont. Effective
upon the entry of the Approval Order, except for obligations arising from or
under this Agreement, Windsor Woodmont, for itself and for its predecessors,
successors, assigns and Affiliates (collectively, the "WW Released Parties"),
does hereby release, acquit, and forever discharge Hyatt, and its predecessors,
successors, assigns, officers, directors, employees, agents, representatives,
equity holders and Affiliates, from any and all claims, actions, causes of
action, judgments, awards, costs, expenses, attorneys' fees, debts, obligations,
promises, representations, warranties, demands, acts, omissions, rights and
liabilities, of any kind and nature whatsoever, including but not limited to
those at law, in equity, in tort, and in contract, whether or not asserted to
date, and whether known or unknown, suspected or unsuspected, fixed or
contingent, which have arisen, are arising, or may in the future arise, directly
or indirectly, from or in connection with all matters from the beginning of time
until the date hereof, including, but not limited to, the Recitals, the
Bankruptcy Case, the Plan, the Management Agreement, the Rejection Motion, the
Second Mortgage Note, the Funds, the Proof of Claim, the Rejection Damage Claim,
or the Allowed Unsecured Claim. Windsor Woodmont, on behalf of itself and the WW
Released Parties, specifically waive the benefits of any statutory or common law
of any state, which in effect provides that a general release does not extend to
claims which the creditor does not know or suspect to exist in his favor. It is
expressly understood and agreed that the releases contained herein are intended
to cover and do cover all known facts and/or claims, as well as any further
facts and/or claims within the scope of such released claims not known or
anticipated, but which may later develop or be discovered, including all the
effects and consequences thereof. Windsor Woodmont, on behalf of itself and the
WW Released Parties, acknowledges that they may hereafter discover facts in
addition to, or different from, those which they now believe to be true with
respect to the subject matter of the claims released herein, but agree that they
have taken that possibility into account in reaching this Agreement, and that
the releases given herein shall be and remain in effect notwithstanding the
discovery or existence of any such additional or different facts, as to which
Windsor Woodmont expressly assumes the risk.

         15.      Release of Claims Against Windsor Woodmont by Hyatt. After
giving effect to the terms of this Agreement, Hyatt shall have claims against
Windsor Woodmont of the kinds and in the amounts set forth in Section 3 hereof
(the "Hyatt Surviving Claims"). Effective upon the entry of the Approval Order,
except for obligations arising from or under this Agreement and the Hyatt
Surviving Claims, Hyatt, for itself and for its predecessors, successors,
assigns and Affiliates (the "Hyatt Released Parties"), does hereby release,
acquit, and forever discharge Windsor Woodmont, and its predecessors,
successors, assigns, officers, directors, employees, agents, representatives,
equity holders and Affiliates, from any and all claims, actions, causes of
action, judgments, awards, costs, expenses, attorneys' fees, debts, obligations,
promises, representations, warranties, demands, acts, omissions,

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rights and liabilities, of any kind and nature whatsoever, including but not
limited to those at law, in equity, in tort, and in contract, whether or not
asserted to date, and whether known or unknown, suspected or unsuspected, fixed
or contingent, which have arisen, are arising, or may in the future arise,
directly or indirectly, from or in connection with all matters from the
beginning of time until the date hereof, including, but not limited to, the
Recitals, the Bankruptcy Case, the Plan, the Management Agreement, the Rejection
Motion, the Second Mortgage Note, the Funds, the Proof of Claim, the Rejection
Damage Claim, or the Allowed Claims. Hyatt, on behalf of itself and the Hyatt
Released Parties, specifically waive the benefits of any statutory or common law
of any state, which in effect provides that a general release does not extend to
claims which the creditor does not know or suspect to exist in his favor. Except
for the Hyatt Surviving Claims, it is expressly understood and agreed that the
releases contained herein are intended to cover and do cover all known facts
and/or claims, as well as any further facts and/or claims within the scope of
such released claims not known or anticipated, but which may later develop or be
discovered, including all the effects and consequences thereof. Hyatt, on behalf
of itself and the Hyatt Released Parties, acknowledges that they may hereafter
discover facts in addition to, or different from, those which they now believe
to be true with respect to the subject matter of the claims released herein, but
agree that they have taken that possibility into account in reaching this
Agreement, and that the releases given herein shall be and remain in effect
notwithstanding the discovery or existence of any such additional or different
facts, as to which Hyatt expressly assumes the risk.

         16.      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado as modified and
superseded by federal bankruptcy law. The Parties consent and agree that the
Bankruptcy Court shall have sole and exclusive jurisdiction over this Agreement,
any disputes related to this Agreement or the interpretation thereof.

         17.      Representation of Authority. The Parties and the persons
signing this Agreement represent and warrant that they each have the requisite
authority to enter into and execute this Agreement.

         18.      Binding Nature. This Agreement shall be binding upon and shall
inure to the benefit of the respective Parties hereto, their successors and
assigns, including any Chapter 11 or Chapter 7 trustee for Windsor Woodmont
appointed by the Bankruptcy Court or the Office of the United States Trustee or
such other court of competent jurisdiction.

         19.      No Admission of Wrongdoing. The Parties represent and
acknowledge that this Agreement constitutes a compromise, and nothing herein
shall constitute or be interpreted as an admission of any wrongdoing by either
Party.

         20.      Joint Drafting. This Agreement is the product of mutual
negotiations, drafting and revision and, as such, shall be construed as jointly
drafted by the Parties, and the rule construing ambiguities against the drafter
shall not apply.

         21.      Integration Clause. This Agreement and the sections of the
Management Agreement and Second Mortgage Note referenced herein shall constitute
the full and entire understanding and agreement between the Parties with respect
to the subject matter hereof

                                     - 10 -
<PAGE>

and shall supersede all prior conversations, negotiations, understandings, and
agreements between the Parties with respect to the subject matter hereof. To the
extent of any conflict between the terms of this Agreement on one hand and the
sections of the Management Agreement or the Second Mortgage Note referenced
herein on the other hand, the terms of this Agreement shall govern.

         22.      Amendment Only in Writing. This Agreement may be amended or
modified only by a written agreement executed by the Parties and approved by the
Bankruptcy Court.

         23.      Litigation Regarding This Agreement. In the event of any
dispute arising out of or related to this Agreement, in addition to any damages
or other remedy, the prevailing party shall be entitled to recover its
reasonable costs, expenses, and attorneys' fees incurred in connection with the
dispute.

         24.      Notices. Any notices to be given hereunder shall be in writing
and shall be deemed to have been duly given to the Party and the attorney for
the Party to whom intended: (a) if served personally, on the date of such
delivery, (b) if delivered by facsimile, on the date of transmission if
transmitted on a business day before 4:00 p.m. Chicago time, (c) if delivered by
overnight courier, two (2) days after delivery to the courier properly
addressed, or (d) if delivered by U.S. Mail, five days after mailing by first
class mail properly addressed. All notices shall be addressed as follows:

         To Windsor Woodmont:

                           Windsor Woodmont Black Hawk Resort Corporation
                           111 Richman Street
                           Black Hawk, CO 80422
                           Attention:  Timothy Rose
                           Fax: (303) 582-3634

                           And

                           Jerry Dauderman
                           3 Hillsborough
                           Newport Beach, CA 92660
                           Fax: (949) 720-3933

                           And

                           William N. Lobel, Esq.
                           Irell & Manella LLP
                           840 Newport Center Drive, Suite 400
                           Newport Beach, CA  92660
                           Fax: (949) 760-5200

                                     - 11 -
<PAGE>

         To Hyatt:

                           Hyatt Gaming Management, Inc.
                           200 West Madison, 42nd Floor
                           Chicago, Illinois  60606
                           Attention:  Ernest East, General Counsel
                           Fax: (312) 920-2342

                           And

                           David Heller, Esq.
                           Latham & Watkins Illinois LLC
                           Sears Tower, Suite 5800
                           233 South Wacker Drive
                           Chicago, IL 60606
                           Fax: (312) 993-9767

Any Party to this Agreement may change the address to which any notice is to be
sent by giving reasonable written notice of such change of address to the
persons set forth above.

         25.      Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed a duplicate original, but all of which together
shall constitute one and the same instrument. This Agreement shall be operative
upon execution of counterparts sent via facsimile transmission, with hard copies
to serve as confirmation only.

         26.      Severability. The invalidity, illegality or unenforceability
in any jurisdiction of any provision in or obligation under this Agreement shall
not effect or impair the validity, legality or enforceability of the remaining
provisions or obligations under this Agreement or of such provision or
obligation in any other jurisdiction.

                                                   WINDSOR WOODMONT
                                                   BLACK HAWK RESORT CORPORATION

Dated: __________________________                  By: _________________________

                                                   Its: ________________________

                                                   HYATT GAMING MANAGEMENT, INC.

Dated :__________________________                  By: _________________________

                                                   Its: ________________________

                                     - 12 -