Unassociated Document


    
      MANAGEMENT
        AGREEMENT

       

      THIS
        MANAGEMENT AGREEMENT (sometimes hereafter referred to as the “Agreement”), made
        this 10th
        day of
        November, 2008 by and between: OCEANS CASINO CRUISES, Inc. (including its
        subsidiaries, “Owner”) and NEVADA GOLD & CASINOS, INC.
        (“Manager”).

       

      RECITATIONS:

       

      A. The
        Owner
        is the owner and/or operator of various vessels (the “Vessels”) which are used
        in the conduct of a “cruise-to-nowhere” gaming business (the “Business”) in the
        states of Florida and South Carolina. 

       

      B. The
        Manager and the personnel of Manager are experienced in the management of
        operations of the type and nature described of the Business. Manager has
        also
        served as consultant to the Business, pursuant to a Consulting Agreement
        dated
        November 3, 2008 (the “Consulting Agreement”).

       

      C. The
        Owner
        represents that as of the date hereof:

       

      
        	
                (i)

              	
                It
                  has all requisite capacity, power and authority to enter into this
                  Agreement and to perform all of the obligations hereunder. This
                  Agreement
                  constitutes the legal valid and binding obligation of Owner enforceable
                  against Owner.

              


      

      


      
        	
                (ii)

              	
                The
                  execution of this Agreement will not directly or indirectly (with
                  or
                  without notice or lapse of time): contravene, conflict with or
                  result in a
                  violation of any provision of the Articles of Organization or Operating
                  Agreement of Owner; contravene, conflict with or result in a violation
                  of,
                  or give any governmental body or other person the right to challenge
                  the
                  performance by Manager of this Agreement. Owner is not required
                  to give
                  any notice to or obtain any consent from any person in connection
                  with the
                  execution of this Agreement.

              


      

      


      
        
          
            	(iii)	
                    It
                      has all approvals from appropriate governmental authorities
                      to operate the
                      business and Owner knows of no facts that might prevent Manager
                      from
                      immediately performing its duties and obligations hereunder
                      and securing
                      appropriate approvals and/or licenses, if any, for itself and
                      its
                      personnel to operate and manage the business on behalf of
                      Owner.

                  


          

        

      

      


      D. The
        Manager represents that as of the date hereof:

       

      
        	
                (i)

              	
                It
                  has all requisite capacity, power and authority to enter into this
                  Agreement and to perform all of the obligations hereunder. This
                  Agreement
                  constitutes the legal valid and binding obligation of Manager enforceable
                  against Manager.

              


      

      


      
        	(ii)	
                The
                  execution of this Agreement will not directly or indirectly (with
                  or
                  without notice or lapse of time): contravene, conflict with or
                  result in a
                  violation of any provision of the Articles of Organization or Operating
                  Agreement of Manager, contravene, conflict with or result in a
                  violation
                  of, or give any governmental body or other person the right to
                  challenge
                  the performance by Manager of this Agreement. Manager is not required
                  to
                  give any notice to or obtain any consent from any person in connection
                  with the execution of this Agreement. Manager’s representations in this
                  subparagraph (ii), as they related to any laws or regulations applicable
                  to Owner and Owner’s Business and not to Manager or Manager’s business,
                  are limited to the best of Manager’s
                  knowledge.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	(iii)	
                To
                  the extent such approvals relate to Manager or Manager’s business, and to
                  the best of Manager’s knowledge with respect to Owner and Owner’s
                  Business, Manager has all approvals from government authorities
                  to manage
                  the Business. Manager knows of no facts that might prevent it from
                  immediately performing its duties and obligations hereunder, or,
                  except as
                  such may be necessary, to securing any necessary or appropriate
                  approvals
                  and/or licenses, if any, for itself and its personnel to operate
                  and
                  manage the business on behalf of Owner.


              


      

      


      Owner
        acknowledges that Manger is relying on the representations of Owner as an
        inducement to entering into this Agreement. Manager acknowledges, however,
        that
        the representations herein are representation solely of Owner in its corporate
        capacity, and that Manager shall have no right or claims by reason of such
        representation against any of the individuals who executed this agreement,
        or
        any officer or director of Owner.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants, promises and undertakings
        of the parties hereafter set forth and for other good and valuable
        considerations, the receipt and sufficiency of which are acknowledged by
        the
        parties, it is agreed:

       

      
        	1.	
                THE
                  ENGAGEMENT:

              


      

       

      Upon
        and
        subject to the above recitations and the terms and conditions hereafter set
        forth, the Owner does hereby engage and retain the Manager and the Manager
        does
        hereby agree to be engaged and retained by the Owner, to provide the services
        in
        the manner hereafter described. 

       

      
        	2.	
                TERM:

              


      

       

      Unless
        sooner
        terminated in accordance with the terms hereof, this Agreement will terminate
        on
        December 31, 2010. 

       

      
        	3.	
                OPERATION OF THE BUSINESS:

              


      

       

      The
        following provisions shall govern certain of the duties and obligations of
        the
        Owner and the Manager:

       

      
        	
              	3.1	
                General
                  Duties of Manager:

              


      

       

      The
        Manager shall consistent with and subject to the terms of this Agreement,
        provide to and for the benefit of the Owner, as Owner’s Agent, all management
        services which are necessary or appropriate for the operation of the Business
        in
        an effective and professional manner. Except as provided herein, the expenses
        of
        operation shall be borne by Owner based on the cash flows of the Business,
        in
        accordance with agreed Annual Plans. However, it is understood that the
        compensation to Manager set forth in this Agreement is intended to compensate
        Manager for the time and effort of Manager’s employees and overheads associated
        therewith, and the Manager shall not be entitled to additional payment or
        other
        compensation with respect to those services except for such reasonable
        out-of-pocket expenditures by Manager for which this Agreement expressly
        provides for reimbursement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Without
        limiting the generality of the foregoing, the Manager is hereby authorized
        to
        and shall:

       

      (a) Maximize
        Patronage.
        Use all
        reasonable efforts, to maximize patronage of the Business.

       

      (b) Marketing.
        Develop
        and update sales and marketing plans; implement and supervise sales and
        marketing campaigns; develop tour packages; develop and implement player
        rating
        and development programs with respect to gaming activities; book entertainment
        appropriate for this Business; and generally promote the Business and all
        of its
        facilities.

       

      (c) Incentives
        and Extensions of Credit to Promote Patronage.
        Provide
        complimentary amenities and extensions of credit to Business patrons in order
        to
        promote gaming activities at the Business in the exercise of its reasonable
        business judgment, and in conjunction with player development programs. Manager
        shall obtain from patrons receiving credit, to the extent permitted and in
        accordance with any applicable Gaming Regulations, appropriate markers or
        IOU’s
        (hereafter all forms of credit including the foregoing being collectively
        referred to as “Markers”) in accordance with overall credit policies established
        from time to time in consultation with Owner. 

       

      (d) Senior
        Management.
        Owner
        acknowledges that the Chief Executive Officer of Manager may devote time
        to
        other business and clients of Manager, consistent with the non-competition
        provisions of this Agreement, and will remain an employee of Manager and
        shall
        not be an employee of Owner. Manager agrees, however, that subject to Paragraph
        3.16, the Chief Executive Officer and other employees of Manager shall devote
        such portion of their time to the Business as shall be necessary or appropriate
        to maximize the revenue, profits, and value of the Business and to perform
        the
        obligations of Manager hereunder in accordance with the standards of this
        Agreement. 

       

      (e) Employment
        of Staff.
        Subject
        only to the limitations hereafter set forth, arrange, on behalf of Owner,
        for
        the employment, training, retraining, payment, supervision and discharge
        of all
        of the employees, subject to Owner’s direction all of whom shall be employees of
        the Owner. Owner’s consent shall be obtained with respect to executive staffing
        levels and the identity and compensation of executive employees. Employee
        compensation for non-executive employment will be established by Manager.
        Notwithstanding the foregoing, Owner shall have the final authority and
        determination with respect to any labor negotiations and by virtue of its
        participation in the preparation and approval of the Annual Plan, shall have
        general authority over employee compensation. Employee compensation shall
        generally conform with the estimates of the Annual Plan;

       

      (f) Purchase
        of Supplies and Other Items; Engage Professionals.
        Manager
        shall purchase the following items, generally in accordance with or as provided
        by or referred to in the Annual Plan approved by Owner: food, beverages,
        operating supplies, and other merchandise, gaming equipment, reservation
        systems, security systems, telex equipment, and other mechanical and electronic
        equipment and systems and all other items necessary for the proper operation
        of
        the Business. With the consent of the Owner, Manager may engage from time
        to
        time such advisors, consultants, or other professionals reasonably necessary,
        to
        promote the sound and efficient operation of the Business including but not
        limited to accountants, financial advisors, real estate advisors, attorneys,
        marketing consultants and such other professionals as appropriate.

       

      (g) Maintenance.
        Provide
        for the maintenance and repair of the assets of the Business in accordance
        with
        reasonable standards.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (h) Refurbishing
        of the Business Assets.
        Make
        available at its headquarters or such other location convenient to all parties,
        such personnel which, in Manager’s reasonable judgment, are needed to review all
        plans and specifications for major or minor alteration or refurbishing of
        the
        assets of the Business proposed by the Manager or Owner from time to time,
        to
        render advice regarding the design, selection, and scope of replacement of
        furnishings and equipment, and to improve operations or to eliminate operational
        problems.

       

      (i) Other
        Consulting Services.
        Provide
        the services of other employees of Manager, without cost to Owner except
        for
        such reimbursement of reasonable out-of-pocket expenses as is expressly set
        forth in this Agreement, as shall be necessary or appropriate for the
        fulfillment of Manager’s duties hereunder with respect to operation of the
        Business;

       

      (j) Comply
        with Laws.
        Cause
        all such other things to be done in or about the Business as shall be necessary
        to comply with any applicable Gaming Regulations, and all laws, regulations,
        and
        requirements of any Gaming Regulators, and of any other governmental authority
        having jurisdiction over the use, maintenance or operation of the Business
        or
        its assets and in particular orders and any requirements of any local Board
        of
        Fire Underwriters or any other body which may exercise similar functions
        (provided that the Manager shall have no obligation to so comply or to correct
        any alleged defect unless the same is known to Manager or is specifically
        called
        to the attention of the Manager by the Owner or by any such governmental
        authority);

       

      (k) Utility
        Services.
        Arrange
        for utility services, telephone, vermin extermination, security, trash removal
        and other services necessary or reasonably required for the operation of
        the
        Business.

       

      (l) Collection
        of Revenue.
        Use all
        reasonable efforts to collect all charges, rents, Markers and other amounts
        due
        from Business guests, patrons, tenants, subtenants, suitable parties providing
        services and concessionaires; cause notices to be served upon such guests,
        patrons, tenants, subtenants, parties providing services and concessionaires
        to
        quit and surrender space occupied or used by them, where desirable or necessary;
        ask for, demand, collect and give receipts for all charges and other amounts
        which may at any time be due from any guest, patron, tenant, subtenant, parties
        providing services or concessionaires; and, subject to the limitations hereafter
        set forth, sue for and initiate such appropriate legal proceedings in the
        name
        of the Business, and generally enforce Owner’s rights with respect to, any of
        the foregoing;

       

      (m) Legal
        Actions.
        Subject
        to the limitations hereafter set forth, commence such legal actions or
        proceedings concerning the Business as are necessary or reasonably required,
        in
        the opinion of the Manager, to preserve and protect the assets constituting
        the
        Business and to collect sums due on account of operation of the Business;
        advise
        the Owner of the commencement of any material legal action or proceeding
        concerning the Business; and retain counsel, in connection with any action
        or
        proceeding commenced by or against Manager (in its role as such) or concerning
        the Business;

       

      (n) Concessions.
        Grant
        concessions for services customarily subject to concession in enterprises
        similar to the Business if, in the Manager’s reasonable opinion, the granting of
        such concessions is deemed necessary or desirable;

       

      (o) Licenses.
        Assist
        the Owner in obtaining and maintaining such alcoholic beverage licenses and
        gaming licenses, if or as may be required by law, or needed in order for
        Owner
        to own and operate through Manager such alcoholic beverage facilities and
        gaming
        facilities as shall be included in the Business; 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (p) Accounting
        and Financial Controls.
        Establish necessary accounting systems and internal controls and operating
        manuals and procedures as may be required by applicable gaming or other laws
        and
        regulations and/or helpful to the operation of the Business and render such
        periodic financial reports and other reports with respect to operations of
        the
        Business from time to time as may be specifically required hereunder; cooperate
        with and assist Owner’s firm of independent Certified Public Accountants (the
“Accountants”) to prepare and file such financial accounting reports as directed
        by Owner or as may be required by any applicable Gaming Regulators or any
        other
        law.

       

      (q) Consultation
        with Owner.
        Make
        its staff and employees available to consult with and advise Owner at Owner’s
        reasonable notice and request, concerning all policies and procedures affecting
        the conduct of the Business, initiatives for improvement of the Business,
        and to
        consider suggestions with respect thereto made by the Owner; 

       

      (r) Assistance
        with Sale Efforts.
        As
        requested by Owner, assist with respect to the marketing and sale of the
        Business, including providing such information and assistance as may be required
        with respect to the due diligence efforts of prospective purchasers;


       

      (s) Insurance.
        Advise
        the Owner with respect to, and assist the Owner, in obtaining insurance coverage
        and insurance policies hereafter described and referred to; and

       

      (t) Other.
        Upon
        Owner’s request, take such other steps and undertake such other activity as is
        customary for senior executives of an enterprise in order to maximize the
        value
        of the Business.

       

      (u) Within
        two weeks from the date hereof, Manager will submit an interim report to
        the
        Board of Directors of Owner setting forth a monthly preliminary 2009 profit
        and
        loss and cash flow statements, including the working capital and capital
        expenditure needs of the business, cost reduction initiatives, together with
        written assumption and its assessment of the financial condition, marketing
        programs, gaming operations, personnel and operating expenses of the Business
        and physical condition of the assets used in the conduct of the
        Business.

       

      
        	
              	3.2	
                Annual
                  Plan:

              


      

       

      The
        following provisions shall apply to the Annual Plan:

       

      (a) Proposed
        Annual Plan.
        The
        Manager shall submit to the Owner for Owner’s approval not later than December
        15, 2008, a business plan for the balance of calendar year 2009, and at least
        thirty (30) days prior to the beginning of each Fiscal Year thereafter, an
        annual business plan for the Business (the “Annual Plan”), which shall include
        for each Fiscal Year:

       

      
        	 	
                (i)

              	
                Financial
                  Statements:
                  projected profit and loss statements, balance sheets, and cash
                  flow
                  statements, each on a monthly basis generally consistent with Generally
                  Accepted Accounting Principles (“GAAP”);
                  and

              


      

       

      
        	 	
                (ii)

              	
                Receipts
                  & Expenditures:
                  a
                  budget of receipts and expenditures required for the operation
                  of the
                  Business pursuant to the terms of this Agreement, including rates
                  to be
                  charged and proposals for:

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (A) expenditures
        for payroll, including wages, relocation expenses, other remuneration, and
        fringe benefits;

       

      (B) food
        and
        beverage and other operating supplies;

       

      (C) expenditures
        for furnishings, fixtures and equipment; 

       

      (D) repair
        and maintenance costs; 

       

      (E) expenditures
        for revisions, alterations, rebuilding, replacements, additions and improvements
        in and to the Business;

       

      (F) expenditures
        for advertising, marketing and public relations;

       

      (G) fees
        and
        expenses for outside experts and consultants, including legal expenses, approved
        by Owner; and

       

      (H) other
        operating expenditures payable by Owner under this Agreement.

       

      
        	 	
                (iii)

              	
                Assumptions.
                  Each Annual Plan shall also contain in narrative form, the assumptions
                  used as the basis of its
                  preparation.

              


      

       

      
        	 	
                (iv)

              	
                Debt
                  Service.
                  Each Annual Plan shall also contain a monthly budget for the amounts
                  to be
                  paid as debt service to Owner’s
                  Lender(s).

              


      

       

      
        	 	
                (v)

              	
                Reimburseable
                  Expenses.
                  Each Annual Plan shall also contain a monthly budget for the expenses
                  which are to be reimbursed to Manager under Paragraph 4.4 of this
                  Agreement.

              


      

       

      
        	 	
                (vi)

              	
                The
                  proposed EBITDA target for purposes of Paragraphs 4.2(a)(ii)(A)
                  and (B)
                  and 8.1(f) of this Agreement.

              


      

       

      (b) Pro-Forma
        as Estimates.
        The
        Owner acknowledges that the projections contained in each Annual Plan and
        each
        pro-forma and budgets submitted from time to time to the Owner by the Manager,
        are mere estimates and are subject to and may be affected by changes in
        financial, economic and other conditions and circumstances beyond the Manager’s
        reasonable control and that the preparation and giving of such projections,
        pro-formas or operating budgets shall never be construed as a guarantee,
        warranty or representation by the Manager to the Owner that such projections,
        or
        pro-formas will, in fact, occur; or that any budget will be sufficient. In
        the
        event, however, that changes in conditions and circumstances require material
        changes to the Annual Plan, such material changes shall be subject to Owner’s
        consent. Notwithstanding the foregoing, budgeted estimates for expenses of
        Manager reimbursable under Paragraph 4.4 of this Agreement shall not be exceeded
        without Owner’s consent.

       

      (c) Procedure
        for Budget Approval.
        The
        Owner shall give its written approval or disapproval of the Annual Plan not
        later than thirty (30) days after its receipt. If the Owner does not provide
        its
        written approval or disapproval of such Annual Plan within such thirty (30)
        day
        period, then the Owner shall be deemed to have approved such Annual Plan
        as
        submitted by the Manager. 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
              	3.3	
                Legal
                  Proceedings:
                  

              


      

       

      The
        following provisions shall apply to any Legal proceedings affecting the
        Business:

       

      (a) Legal
        Proceedings Brought on Behalf of Owner.
        Legal
        proceedings relating to the operation of the Business, such as collections,
        enforcement of contracts and leases and proceedings against Business guests,
        patrons, and tenants, may be instituted by the Manager subject to Owner’s
        approval, utilizing counsel designated by the Manager and approved by the
        Owner.
        Manager shall furnish Owner with periodic status reports with respect to
        such
        proceedings. 

       

      (b) Defense
        of Non-Extraordinary Proceedings.
        Other
        than insured claims where the liability carrier has the right to choose counsel,
        Manager shall (unless otherwise directed by Owner) defend, through counsel
        designated by Manager and approved by Owner, legal proceedings of a
        non-extraordinary nature against Owner or Manager resulting from the operation
        of the Business, such as guest claims for loss of property or injury to persons
        and claims relating to employment or the application for employment at the
        Business. Manager shall furnish Owner with periodic status reports with respect
        to such proceedings. 

       

      (c) Defense
        of Significant Proceedings.
        The
        defense of actions against the Business of a more significant nature (including,
        without limitation, any aspect of any negligence claim against Owner or Manager
        arising out of the operation of the Business and involving in excess of U.S.
        Twenty Five Thousand Dollars ($25,000), as to which any insurance company
        denies
        coverage or reserves rights as to coverage) shall be coordinated with the
        Owner
        and designated counsel shall be subject to the Owner’s approval and Manager
        shall furnish Owner with periodic status reports with respect thereto.


       

      (d) Insurance.
        All
        claims against the Owner or the Manager arising out of the operation of the
        Business which are covered in whole or in part by insurance, shall be forwarded
        by the Manager to the appropriate insurance carrier or its agent for defense,
        with copy to Owner.

       

      (e) Coordinated
        Defense.
        In the
        event that a suit is instituted against the Manager in connection with the
        Business, in which the Owner is also named as a party defendant, the Owner
        and
        the Manager shall coordinate the defense of such suit. Nothing herein contained
        shall be construed as preventing the Owner from joining with the Manager
        in any
        legal proceedings or any action on behalf of or against the Business, whether
        of
        an extraordinary or non-extraordinary nature. If a conflict of interest arises
        between the legal position taken by Owner and Manager which the parties are
        unable to waive or otherwise agree upon, the parties then may each engage
        counsel of their own choosing, at their own respective expense. 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
              	3.4	
                Centralized
                  Purchasing and Related Services:

              


      

       

      If
        any
        other hotels, casino hotels, restaurants, casinos, gaming facilities, or
        related
        facilities, operated by Manager or its affiliates maintain or adopt as
        applicable, a centralized purchasing system whereby operating supplies, food,
        equipment, consumable, computer services, insurance coverages under a group
        plan, public relation services, sales and marketing services, group advertising,
        reservation systems, or other items or services or programs are purchased
        or
        contracted for on behalf of the participants from suppliers or providers
        designated by Manager, then the Manager, at Owner’s request, shall cause the
        Business to participate in such centralized system, so long as Manager is
        operating the Business, provided that the cost to the Business of such items,
        services, or programs taking into account the quality of the items, services,
        or
        programs purchased or contracted for and the payment terms relating to such
        items, services, or programs are more favorable to the Business than the
        cost
        which could be obtained by the Business from unaffiliated third parties.
        The
        suppliers of such items or providers of such programs or services under any
        such
        centralized system may be affiliated with Manager.

       

      
        	
              	3.5	
                Emergency
                  Expenditures:

              


      

       

      Whenever,
        by reason of circumstances beyond the reasonable control of the Manager,
        emergency expenditures are required to be made to insure that the professional
        operating standards are maintained or to protect life, person, or property,
        the
        Manager may make emergency expenditures beyond the provisions of the Annual
        Plan, provided that without the approval of the Owner, the expenditures for
        any
        one such occurrence shall not exceed U.S. $25,000, and that the aggregate
        of
        such expenditures shall not exceed U.S. $100,000 in any Fiscal
        Year.

       

      3.6          
        Bank
        Accounts:
        The
        Manager shall maintain the existing bank accounts for the Business. With
        Owner’s
        approval, Manager may close bank accounts and open additional bank accounts,
        provided that the current “lock-box” arrangements associated with Owner’s
        accounts are maintained to the satisfaction of Owner’s Lender(s). The account(s)
        used for general business operations (the “Business Operating Account”) shall
        also be used for the deposit of funds, as set forth herein. Payroll and
        payroll-related expenditures may be made from a Business Payroll
        Account.

       

      
        	
              	3.7	
                Deposits
                  and Transfers of Funds:
                  

              


      

       

      (a) General.
        All
        funds of any kind or nature received either by Manager or the Owner in
        connection with the operation of all portions of the Business, received either
        by Manager or the Owner in connection with the operation of the Business
        in
        connection with any gaming activities of any kind or nature with respect
        to the
        Business (hereafter “Business Operations”) shall be deposited in the Business
        Operating Account. Payment of all expenses and other expenditures in respect
        of
        Business Operations shall be made from the Business Operating Account
        respectively except for payroll and payroll related expenditures which may
        be
        made from a Business Payroll Account as applicable. Manager may transfer
        from
        the Business Operating Account to the Business Payroll Account, if any, such
        monies as shall be required from time to time to satisfy the payroll obligations
        as applicable to each area of operations. Subject to the requirements and
        prohibitions of applicable law, in no event will any of the monies deposited
        in
        the Business Operating Account or the Business Payroll Account be commingled
        with other funds. The funds in the Business Operating Account shall continue
        to
        be swept for the benefit of Owner’s Lender(s) in accordance with past practice
        and reborrowings from Owner’s Lender(s) shall be deposited into the Business
        Operating Account. The Manager may transfer from any of the Business Accounts
        such monies which in Manager’s sole business judgment may be needed for any area
        of operations to any of the other Business Accounts. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (b) Interest.
        All
        interest, if any, earned on any of such accounts, shall accrue to the benefit
        of
        the Owner. The Manager shall make available to the Owner, from time to time
        when
        reasonably requested by the Owner, all records with respect to all of the
        above
        accounts.

       

      (c) Other
        Accounts; Funds of Owner.
        The
        Manager shall open such other bank accounts with respect to the Business
        as may
        be agreed upon from time to time by the Owner and the Manager or as required
        by
        law. All funds in the Business Accounts and all other accounts relating to
        the
        Business maintained pursuant to this Agreement shall, at all times, be deemed
        to
        be the funds of Owner.

       

      (d) Statements.
        Manager
        shall use its best efforts to provide to Owner a report of the cash receipts
        of
        the Business on a weekly basis or otherwise as soon as practicable. Manager
        shall provide a monthly statement to Owner summarizing all activity in the
        operating accounts and reconciling the balances within such operating accounts
        with the monthly financial statements provided in accordance with Paragraph
        3.8.
        Such monthly statement shall also include a listing of each bank account
        maintained pursuant to Paragraph 3.6, including its number and location,
        and the
        month-end cash balance thereof.

       

      (e) Fidelity
        Bonds.
        All of
        Manager’s employees who are authorized signatories on any of the accounts
        described in this Paragraph 3.7 shall be bonded or otherwise insured as to
        fidelity. The form and content of such bond or insurance shall be subject
        to the
        approval of the Owner. Owner and Manager shall both be named as obligees
        or
        insureds, as appropriate, under such bond or insurance policy and Manager
        and
        Owner shall both have the right to enforce the terms of any such bond or
        insurance policy.

       

      3.8          
        Financial
        Statements:
        In
        addition to the statements and reports required hereunder, including under
        Paragraph 3.7(d), the financial statements for the Business shall be prepared
        and provided to Owner as follows: 

       

      (a) Profit
        and Loss Statement.
        Manager
        shall prepare and deliver to the Owner within twenty (20) days after the
        end of
        each month, a profit and loss statement and cash flow statement, each prepared
        in accordance with GAAP, showing the results of the operation of the Business
        for the immediately preceding month and for the Fiscal Year including a
        comparison with the Annual Plan, and a balance sheet as of the end of the
        month.
        Such statement shall be prepared from the books of account maintained by
        the
        Manager and shall be in form and substance reasonably satisfactory to the
        Owner.

       

      (b) Annual
        Statement.
        Not
        later than sixty (60) days immediately following the end of each Fiscal Year,
        the Manager shall cause to be prepared and delivered to the Owner reasonably
        detailed audited financial statements for such Fiscal Year (the “Annual
        Statements”), which shall consist of: (i) a balance sheet; (ii) a statement of
        earnings and retained earnings; (iii) a statement of change in financial
        position, and (iv) such other financial statements or reports as may be required
        by any applicable Gaming Regulators. Such financial statements shall be prepared
        by, and shall contain a certificate of, the Accountants, to the effect that,
        subject to such acceptable qualifications as shall be contained therein,
        such
        financial statements fairly present the financial position, results of the
        operations and changes in financial position of the Business for the Fiscal
        Year
        then ended, in conformity with generally accepted accounting principles applied
        on a consistent basis. Since the Accountants shall be selected and designated
        by
        the Owner, the Manager shall not be responsible for any delays in the delivery
        of the Annual Statements attributable to the Accountants, provided the
        Accountants are timely provided (with copy to Owner) with an annual financial
        statement prepared by Manager no later than thirty (30) days following the
        end
        of the applicable Fiscal Year.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
              	3.9	
                Payment
                  of Excess Funds to Owner:

              


      

       

      Upon
        the
        written request of the Owner, after payment of any obligations then due to
        Owner’s Lender(s), the Manager shall pay to the Owner (or, if Owner so directs,
        to Owner’s Lender(s)), all funds in the Business Operating Account in excess of
        those reasonably required to meet all of the operating, capital, and other
        financial requirements of the Business, including, without limitation, all
        minimum working capital requirements imposed by law. Manager, at the request
        of
        Owner, shall establish such cash management procedures and accounts from
        time to
        time at institutions directed by Owner, for the deposit of such excess funds
        of
        Owner. All income derived therefrom shall accrue to Owner.

       

      
        	
              	3.10	
                Books,
                  Records and Accounts:

              


      

       

      Manager
        shall keep full and adequate books of account and other records reflecting
        the
        results of operations of the Business on an accrual basis, in accordance
        with
        generally accepted accounting principles applied on a consistent basis. The
        books of account and all other records relating to or reflecting the operation
        of the Business shall be kept at the Business and shall be made available
        to the
        Owner and its representatives and any other supervisory or regulatory authority
        having jurisdiction over the Owner or the Business, at all reasonable times,
        for
        examination, audit, inspection and transcription. All of such books and records
        pertaining to the Business, including, without limitation, books of account,
        guest records and front office records, shall at all times be the property
        of
        the Owner and shall not be removed from the Business by the Manager without
        the
        Owner’s consent. Upon any termination hereof, all such books and records shall
        immediately be turned over to the Owner, so as to insure the orderly continuance
        of the operation of the Business. 

       

      
        	
              	3.11	
                Payment
                  of Taxes:

              


      

       

      Manager
        shall pay or cause to be paid from the Business Operating Account(s),
before
        they become delinquent, all taxes, withholding, assessments, excises, levies,
        licenses and permit fees and other charges (including all penalties and interest
        relating thereto), general and special, ordinary and extraordinary, foreseen
        and
        unforeseen, of any kind or nature whatsoever, which shall or may during the
        term
        of this Agreement be levied, assessed, charged and/or imposed by any public
        or
        quasi-public authority upon, or accrue or become due and payable out of or
        on
        account of, or become a lien on the Business and related facilities and other
        improvements now or hereafter situated thereon or on the fixtures, furniture,
        furnishings, equipment and other personal property serving the assets of
        the
        Business as applicable. Any taxes due from Manager with respect to the Base
        Management Fee or Incentive Fee or any other distributions or payments to
        Manager as described herein shall be for Manager’s account, and shall be payable
        by Manager and not from the assets of the Business Operating Account(s).
        

       

      
        	
              	3.12	
                Payment
                  of Mortgages:

              


      

       

      Manager
        shall pay or cause to be paid from the assets of the Business Operating
        Account(s), all mortgages and other liens secured in whole or in part by
        a lien
        on the assets of the Business and/or on the furniture, furnishings, fixtures
        and
        equipment now or hereafter located within the Business or upon any related
        facilities and other improvements now or hereafter situated within the Business,
        or upon all property, real or personal, necessary for the operation of the
        Business as applicable. Notwithstanding the foregoing, the Parties acknowledge
        that the obligations from Owner to Owner’s Lender(s) is in default. Manager
        shall seek to negotiate with Owner’s Lender(s) with respect to the manner in
        which cash flow from the Business will be applied and the terms under which
        reborrowings on the Lender(s)’ line of credit will be permitted, consistent with
        the financial resources of the Business and the obligation to operate the
        Business in an effective and professional manner, and will incorporate such
        agreement into the monthly budget portion of the Annual Plan in accordance
        with
        Paragraph 3.2(a)(iv)] above.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
              	3.13	
                Compliance
                  With Laws:

              


      

       

      The
        Manager shall not use the Business or any portion thereof, and the Manager
        shall
        use diligent efforts to see that others do not use the Business or any portion
        thereof, for any use or purpose, in violation of any applicable Gaming
        Regulations or of any other valid and applicable law or regulation of any
        lawful
        authority having jurisdiction over the Business, and in all respects, the
        Manager shall use all reasonable efforts to cause the use and operation of
        the
        Business to comply with all valid and applicable laws and regulations of
        all
        governmental authorities with such jurisdiction. Notwithstanding anything
        to the
        contrary provided herein, this Agreement shall be deemed to include all
        provisions required by any applicable gaming laws and regulations as modified
        from time to time as if fully set forth herein. Notwithstanding the foregoing
        and the other provisions of this Agreement, the parties acknowledge that
        insofar
        as the Business provides gaming outside of territorial waters, it is not
        expected to be subject to Gaming Regulations or the jurisdictions of Gaming
        Regulators, and the provisions herein related to Gaming Regulations and Gaming
        Regulators, in each case if any, are intended as precautionary and not as
        a
        concession that any Gaming Regulations are applicable or that the Business
        or
        any part thereof is subject to the jurisdiction of Gaming
        Regulators.

       

      
        	
              	3.14	
                Physical
                  Plant and Property Maintenance:
                  

              


      

       

      The
        following provisions shall apply to the Business physical plant, fixtures
        and
        personalty:

       

      (a) Alterations,
        Remodeling, Demolition.
        The
        Manager shall, subject to Owner approval in connection with the Annual Plan,
        have the right to alter, remodel and/or demolish any improvements now or
        hereafter situated upon or within the Business, or to replace or add to any
        of
        the furniture, furnishings, fixtures or equipment located within the
        Business.

       

      (b) Repairs,
        Replacements, Maintenance.
        The
        Manager shall, as an expense of the Business from time to time, make such
        expenditures for repairs and maintenance, for replacements, renewals and
        additions to furniture, fixtures and equipment, and for minor capital
        improvements (meaning those capital improvements other than structural repairs
        and changes and extraordinary repairs to or replacement of furniture, fixtures
        and equipment “F.F.& E.”), as may be necessary or required, in its
        reasonable opinion, to keep the Business in professional operating condition
        consistent with the financial resources of the Business and in accordance
        with
        the Annual Budget. No substantial changes shall be made in the Business’s
        structure without the Owner’s consent, including decisions as to the
        continuation or cessation of operations at particular locations. If any such
        repairs or maintenance constitute corrective work for which the Owner has
        received or is entitled to the benefit of the guarantee or warranty of any
        builder, contractor or of any supplier of labor or material in connection
        with
        the construction of the Business or with respect to the furniture, fixtures
        and
        equipment installed therein, then Manager may invoke such guarantees or
        warranties in either the Owner’s or the Manager’s name (on behalf of Owner) and
        the Owner shall cooperate fully with Manager in the enforcement thereof.
        The
        Owner reserves the right to sell any of the furniture, fixtures or equipment
        located in the Business from time to time, provided that the Owner substitutes
        furniture, fixtures and equipment of like kind and utility. 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
              	3.15	
                Insurance:

              


      

       

      The
        following provisions shall apply to insurance coverages for the
        Business:

       

      (a) Types
        of Coverages.
        Manager
        shall arrange, and pay or cause to be paid from the Business Operating
        Account(s), at all times throughout the term, for the Business and related
        facilities, insurance appropriate to the conduct of the Business, of the
        types
        and in the amounts of coverage hitherto maintained, subject to such
        modifications as may be requested or approved by Owner, including approval
        with
        respect to the Annual Plan. 

       

      (b) General
        Requirements as to Form of Policies.
        In
        addition to such requirements as may be applicable under any loan or other
        agreement to which Owner may be party, Owner and Manager shall both be named
        insureds in all policies maintained pursuant to this Agreement, as their
        interests may appear, and each such policy shall contain a waiver by the
        insurer
        of the rights of recourse or subrogation by the insurer against the Owner
        and
        the Manager. All insurance shall be in such form and with such companies
        as
        shall be satisfactory to the Owner and Manager and shall comply with the
        requirements of any mortgage encumbering the Business. Owner’s policies shall
        specify that they are primary and if any other policies of insurance, including
        policies maintained by Manager, are determined to apply to any claim, such
        other
        policy coverage shall be deemed to be in excess of Owner’s policies, as
        applicable. The Owner shall provide to the Manager true copies of all such
        insurance, not less than 30 days prior to the expiration of all prior
        policies.

       

      (c) Claim
        Investigation.
        The
        Manager shall promptly investigate or cause to be investigated all accidents
        and
        claims for damage relating to the operation and maintenance of the Business
        and
        related facilities, and shall report to Owner any such incident which is
        material, and the Manager shall investigate or cause to be investigated all
        damage to or destruction of the Business or related facilities and shall
        report
        to the Owner any such incident which is material, together with the estimated
        cost of repair thereof. In addition, the Manager shall prepare any and all
        reports required by any insurance company as a result of any such
        incident.

       

      (d) Access
        to Insurance Information.
        Owner
        shall at all times make available to Manager or Manager’s insurance agents or
        insurance brokers all information relating to existing coverages, claims
        histories as applicable, copies of policies, certificates, binders and the
        like.
        Owner further authorizes Manager, its insurance agents or brokers to obtain
        such
        information directly from Owner’s insurance agents, brokers, and insurance
        carriers and hereby grants to Manager, its insurance agents or brokers full
        access to all such information. This provision shall be self-operative and
        will
        not require any additional authorizations.

       

      (e) Insurance
        Coverage.
        Owner
        shall maintain customary insurance coverage which shall include general
        liability and employment practices liability insurance, and shall immediately
        include Manager and Manager’s employees as additional named insureds under all
        such policies. Owner shall contribute up to $15,000 of the cost to include
        Manager on the employment practices liability insurance through April, 2009
        after which the cost of naming Manager on such policy will be submitted as
        part
        of the Annual Plan.

       

      3.16 Subcontracted
        Services:
        The
        engagement of Manager hereunder is based on skills and reputation of Manager,
        and particularly of Robert Sturges, and Manager’s undertaking to devote
        substantial time of Robert Sturges to this engagement. The parties acknowledge
        that Mr. Sturges is anticipated to spend 20-30% of his overall time with
        respect
        to this engagement, but that such time estimate is a guideline to be followed
        in
        good faith rather than a rigid minimum or maximum time commitment, in that
        the
        precise time devoted by Mr. Sturges shall depend on the operational and other
        needs of the Business. Subject to the foregoing, Manager may subcontract
        or
        separately contract some of the operational, consulting, technical and
        management services to be performed by it in accordance with this Agreement
        to
        Manager’s affiliates, provided, however, that such contracting or subcontracting
        shall be at no cost or expense to Owner, and provided further that Manager
        shall
        be responsible for all performance or failure of performance of Manager’s
        affiliates to the same extent as if Manager had itself so performed or failed
        to
        perform. 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      3.17          
        Owner’s
        Representative.
        Owner
        shall designate one or more individuals, each of whom shall act as Owner’s
        representative for the purpose of providing Manager with such approvals on
        behalf of Owner as shall be from time to time required hereunder. Manager
        shall
        be entitled to rely on the authority of such designated individuals, until
        such
        time as Manager receives notice on behalf of Owner that such representative
        is
        no longer authorized to act. At Owner’s request, one or more Owner’s
        representative shall be named as additional signatories with respect to any
        Bank
        accounts. The initial Owner’s Representative shall be Dan Silvers and Steve
        Campbell, either of whom shall have apparent authority to act as Owner’s
        representative with respect to approvals and consents hereunder. Manager
        acknowledges that such individuals may be required to obtain approval from
        Owner’s board of directors or other persons before providing any approval
        hereunder, but Manager shall be entitled to rely on any approval that any
        Owner’s representative in fact may provide.

       

      
        	4.	
                MANAGER’S
                  FEES:

              


      

       

      The
        Owner
        shall pay to the Manager the following fees, as compensation for the Manager’s
        services to be rendered hereunder:

       

      
        	
              	4.1	
                Fees
                  For Services Rendered By Manager:

              


      

       

      For
        services rendered by the Manager to the Owner rendered on and after the date
        hereof for each Fiscal Year or fraction thereof during the term of the Agreement
        or any extensions or renewals thereof, the Owner shall pay the Manager and
        the
        Manager shall accept from the Owner, an annual Management Fee (the “Management
        Fee”) equal to the sum of the following:

       

      
        	
              	4.2	
                Management
                  Fee:

              


      

       

      (a) In
        consideration for its services hereunder, Manager shall be entitled to receive
        the following amounts: 

       

      
        	 	
                (i)

              	
                a
                  Base Payment of $1,000,000 per annum, prorated for any partial
                  year; and
                  

              


      

       

      
        	 	
                (ii)

              	
                an
                  Incentive Fee, equal to 25% of the amount by which Owner’s EBITDA shall
                  exceed the following amounts (the “Annual Hurdle”) in each of the Fiscal
                  Years of this Agreement

              


      

       

      (A) Fiscal
        Year 2009: $[TBD]; and 

       

      (B) Fiscal
        Year 2010: $[TBD].

       

      (C) No
        Incentive Fee shall be payable with respect to the balance of Fiscal Year
        2008.

       

      The
        parties agree that in connection with the preparation of the Annual Plan,
        they
        will negotiate in good faith with respect to the determination of the Annual
        Hurdles designated as “TBD” above. The parties contemplate the Annual Hurdle
        will be at an aspirational level of EBITDA, because the Incentive Fee is
        intended to compensate Manager for its efforts to improve the Business beyond
        such improvement as would be readily attainable by a manager without Manager’s
        level of skill and experience.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (b) Definitions.
        As used
        herein, “Owner’s EBITDA” for any Fiscal Year shall mean, without duplication, an
        amount equal to (a) consolidated net income of such Fiscal Year determined
        in
        accordance with GAAP, minus
        (b) the
        sum of (i) income tax credits, (ii) interest income, (iii) gain from
        extraordinary items for such period, (iv) any aggregate net gain during such
        period arising from the sale, exchange or other disposition of capital assets
        by
        such Person (including any fixed assets, whether tangible or intangible,
        all
        inventory sold in conjunction with the disposition of fixed assets and all
        securities), and (v) any other non-cash gains that have been added in
        determining consolidated net income, in each case to the extent included
        in the
        calculation of consolidated net income for such period in accordance with
        GAAP,
        but without duplication, plus
        (c) the
        sum of (i) any provision for income taxes, (ii) interest expense, (iii) loss
        from extraordinary items for such period, (iv) any aggregate net loss during
        such period arising from the sale, exchange or other disposition of capital
        assets by such person, including (v) depreciation and amortization for such
        period, and (v) amortized debt discount for such period. 

       

      
        	 	
                (i)

              	
                For
                  purposes of this definition, the following items shall be excluded
                  from
                  EBITDA: (1) the income (or deficit) of any other Person accrued
                  prior to
                  the date it became a Subsidiary of, or was merged or consolidated
                  into,
                  Owner or its Subsidiaries; (2) the income (or deficit) of any other
                  Person
                  (other than a Subsidiary) in which Owner has an ownership interest,
                  except
                  to the extent any such income has actually been received by Owner
                  in the
                  form of cash dividends or distributions; (3) the undistributed
                  earnings of
                  any Subsidiary of Owner to the extent that the declaration or payment
                  of
                  dividends or similar distributions by such Subsidiary is not at
                  the time
                  permitted by the terms of any contractual obligation or requirement
                  of law
                  applicable to such Subsidiary; (4) any restoration to income of
                  any
                  contingency reserve, except to the extent that provision for such
                  reserve
                  was made out of income accrued during such period; (5) any write-up
                  of any
                  asset; (6) any net gain from the collection of the proceeds of
                  life
                  insurance policies; (7) any net gain arising from the acquisition
                  of any
                  securities, or the extinguishment, under GAAP, of any Indebtedness,
                  of
                  Owner; (8) in the case of a successor to Owner by consolidation
                  or merger
                  or as a transferee of its assets, any earnings of such successor
                  prior to
                  such consolidation, merger or transfer of assets; (9) any deferred
                  credit
                  representing the excess of equity in any Subsidiary of Owner at
                  the date
                  of acquisition of such Subsidiary over the cost to Owner; (10)
                  any other
                  “extraordinary item” of income or expense under GAAP; and (11) any income
                  or reduction in expense which results from there having been a
                  writedown
                  or other extraordinary item in a prior Agreement Year during the
                  term of
                  this Agreement. 

              


      

       

      
        	 	
                (ii)

              	
                For
                  clarification, the following additional items shall not be included
                  as
                  revenues for purposes of EBITDA: (1) all taxes collected as direct
                  taxes
                  from guests or patrons of the Business or in respect of any business
                  conducted in the Business to be paid to duly constituted taxing
                  authorities having jurisdiction, such as local gaming taxes, or
                  withholding taxes assessed against gaming patrons’ winnings, if
                  applicable, sales taxes; (2) Tips and service charges collected
                  for
                  payment to employees; (3) Proceeds of sales of property, real and
                  personal, other than sales in the ordinary course of the Business;
                  and (4)
                  Proceeds of insurance for damage to property or condemnation awards.
                  

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (c) Agreement
        Year.
“Fiscal
        Year” shall coincide with and be identical with the calendar year for all
        purposes. 

       

      
        	
              	4.3	
                Time
                  of Payment of Management Fee:

              


      

       

      The
        Base
        Payment will be paid by the Owner to the Manager on the 15th
        day of
        each month for such month. The Owner hereby authorizes the Manager to pay
        itself
        the Base Payment, monthly, from any and all operating accounts, including,
        but
        not limited to the Business Operating Account(s). The Incentive Fee shall
        be
        payable from the Business Operating Account(s) within thirty (30) days of
        the
        delivery of the audited Financial Statements for the Fiscal Year as to which
        such Incentive Fee is payable. 

       

      
        	
              	4.4	
                Reimbursement
                  for Costs and Expenses:

              


      

       

      Manager
        shall not be entitled to reimbursement of costs and expenses incurred in
        connection with the operation and management of the Business, except as follows:
        

       

      (a) Reimbursement
        for Costs:
        All
        costs and expenses of any kind or nature related to the operation of the
        Business shall be for the account of Owner, and shall be payable from the
        Business Operating Account(s). All costs and expenses of any kind or nature
        paid
        or incurred by the Manager in the performance of its duties and obligations
        under this Agreement, including Manager’s overhead and compensation of the Chief
        Executive Officer and Chief Financial Officer, are intended to be compensated
        by
        and therefore deemed included in the Management Fees payable hereunder and
        shall
        be for the account of Manager. Notwithstanding the foregoing, Manager shall
        be
        entitled to reimbursement from Owner for: (i) reasonable travel expenses
        of
        employees of Manager, incurred for the benefit of Owner in the conduct of
        the
        Business except
        for the Chief Executive Officer of Manager whose expenses to perform services
        at
        the corporate office of the Owner (as long as such office is located in Southern
        Florida) shall be covered by the management fee to Manager;
        and
        (iii) any other expense which otherwise is the obligation of Owner hereunder
        whose payment Manager has advanced, in its sole discretion, on Owner’s
        behalf.

       

      (b) Manager’s
        Statements for Out-of-Pocket Costs.
        Manager
        shall be reimbursed from the Business Operating Account(s) for such reasonable
        out-of-pocket costs and expenses paid or incurred by the Manager on behalf
        of
        the Owner for which Manager is entitled to reimbursement hereunder, subject
        to
        providing a statement of such expenses to Owner as least ten (10) days prior
        to
        such reimbursement. 

       

      
        	5.	
                Assignment:
                  

              


      

       

      
        	
              	5.1	
                By
                  Manager:

              


      

       

      Manager
        shall have no right to assign this Agreement or any interest herein, without
        the
        written consent of the Owner, except: (i) for an assignment in connection
        with a
        sale or transfer by Manager of all or substantially all of Manager’s business,
        whether by way of direct sale, merger, consolidation or other similar
        arrangement so long as the assignee/purchaser is qualified to perform the
        services required of Manager herein and (ii) to any legal entity: (a) in
        which
        the present stockholders (or their parents or affiliates) collectively own
        at
        least 50% of the beneficial interest therein or have the right to receive
        at
        least 50% of the benefits thereof and distributions therefrom; or (b) which
        is a
        publicly traded company in which any of the present stockholders of the Manager
        (or their parents or affiliates) collectively retain operating control, provided
        in each instance that Robert Sturges shall continue to serve as the principal
        representative of Manager and devotes the time to the Business contemplated
        herein. 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
              	5.2	
                By
                  Owner:

              


      

       

      (a) The
        Owner
        shall have the right to assign this Agreement upon a sale of substantially
        all
        of its assets, without the consent of the Manager, provided that: 

       

      
        	 	
                (i)

              	
                the
                  assignee of the Owner’s interest assumes, in writing, the obligations of
                  the Owner hereunder; and 

              


      

       

      
        	 	
                (ii)

              	
                written
                  notice of such assignment is given by the Owner to the Manager
                  within five
                  (5) business days after the
                  making of such assignment, along with an executed duplicate counterpart
                  of
                  the instrument of assignment pursuant to which the assignee shall
                  have
                  assumed the obligations of the Owner
                  hereunder.

              


      

       

      (b) Change
        of Control:
        A
        change of control of the interests in Owner shall not be deemed an assignment
        hereunder, but this Agreement shall continue in full force and effect
        notwithstanding any such change of control unless otherwise terminated in
        accordance with the provisions of this Agreement.

       

      
        	
              	5.3	
                Manager’s
                  Right to Terminate

              


      

       

      Notwithstanding
        the foregoing, it is agreed that the Manager shall have the right to terminate
        this Agreement in the event of a change of control in favor of, or transfer
        of
        assets to, a Person whose ownership of the Business or the assets will be
        contrary to law, or whose identity as a Person for which Manager is performing
        services will, in the reasonable opinion of Manager, have an adverse impact
        on
        Manager’s ability to operate within the gaming industry.

       

      
        	6.	
                Damage
                  and Destruction:

              


      

       

      If
        the
        Business or any portion thereof shall be damaged or destroyed at any time
        during
        the term hereof by fire, casualty or other cause, to such an extent that
        it
        would be impossible, or impracticable, or commercially unsound, in Owner’s good
        faith judgment, to repair the Business or to continue to operate the Business
        facility as a Business, then the Owner may terminate this Agreement by giving
        written notice of termination to the Manager, whereupon this Agreement shall
        be
        terminated and of no further force and effect, except with respect to the
        duties, liabilities and obligations of the parties which arose or accrued
        prior
        to termination. Otherwise, this Agreement shall remain in full force and
        effect
        without any abatement or reduction in the fees payable to Manager and the
        Owner
        shall promptly rebuild the Business at its sole cost and expense.
        Notwithstanding the foregoing, in the event that there is damage to the Business
        and the Owner’s Lenders decline to make available insurance proceeds pledged to
        them for the purpose of effective necessary repairs, then to the extent such
        failure affects the earning capacity of the Business, Manager may propose
        alternative EBITDA targets pursuant to Paragraphs 4.2(a)(ii)(A) and (B) and
        8.1(f) of this Agreement reflective of the adverse effect on the earning
        capacity of the Business. If, after good faith negotiation, the parties cannot
        reach agreement as to such alternative EBITDA targets, either party may
        terminate this Agreement without further obligation to the other. 

       

      
        
          
          

        

        
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        	7.	
                Condemnation;
                  Change in Law:

              


      

       

      If
        the
        entire Business shall be taken in eminent domain or constituted condemnation
        proceedings or if such portion of the Business shall be taken in eminent
        domain
        or condemnation proceedings, or if there is a change in law affecting the
        Business (including a change in law related to competitors of the Business)
        such
        that in the reasonable good faith judgment of the Owner, it is impossible,
        impracticable, or commercially unsound to continue to operate the Business,
        then, in either of such events, the Owner shall have the right to terminate
        this
        Agreement by giving written notice of such termination to the Manager and
        upon
        the giving of such notice, this Agreement shall be terminated and of no further
        force and effect, except with respect to the duties, liabilities and obligations
        of the parties which arose or accrued prior to termination. In the event
        of
        termination under this Paragraph 7, such termination shall be effective upon
        the
        date of taking or notice from Owner to Manager with respect to the change
        in
        law. The provisions of this Paragraph 7 with respect to termination shall
        be
        applicable if the Owner makes a conveyance in lieu of condemnation, in which
        event the day of the execution and delivery of such conveyance shall be the
        date
        of termination. If this Agreement is not terminated in accordance with the
        terms
        of this Paragraph 7, then this Agreement shall remain in full force and effect
        without any abatement or reduction in the fees payable to Manager and the
        Manager, subject to Owner’s consent, shall promptly rebuild or restore the
        Business from the proceeds of such condemnation. 

       

      
        	8.	
                Default:

              


      

       

      
        	
              	8.1	
                Default
                  by Manager:

              


      

       

      The
        following events shall be deemed to be events of default by the Manager under
        this Agreement:

       

      (a) Non-Compliance
        with Terms:
        Manager
        shall fail to comply, in any material respect, with any of the terms,
        conditions, provisions or covenants of this Agreement to be complied with
        by the
        Manager and the Manager shall not cure such failure within thirty (30) days
        after written notice thereof given by Owner to Manager, or, if such failure
        is
        not reasonably susceptible of being cured within said thirty (30) day period,
        if
        Manager shall fail to commence to cure such failure within said thirty (30)
        day
        period, or, having commenced, shall thereafter fail to complete the curing
        of
        such failure with reasonable diligence;

       

      (b) Insolvency:
        Manager
        shall become insolvent, shall make a transfer in fraud of its creditors,
        or
        shall make an assignment for the benefit of creditors;

       

      (c) Bankruptcy
        Filing:
        Manager
        shall file a petition under any section or chapter of the United States
        Bankruptcy Code, as amended, of the United States or any state thereof, or
        if
        Manager shall be adjudged bankrupt or insolvent in proceedings filed against
        the
        Manager thereunder;

       

      (d) Appointment
        of Receiver:
        A
        receiver or trustee shall be appointed for the Manager or for all or
        substantially all of the assets of the Manager and such appointment is not
        vacated or otherwise caused to be set aside within ninety (90) days from
        the
        occurrence thereof; 

       

      (e) Unavailability
        of Robert Sturges.
        Robert
        Sturges ceases to perform the duties set forth in Paragraph 3.16 hereof;
        or

       

      (f) Non-attainment
        of EBITDA.
        The
        EBITDA of the Business shall be less than the EBITDA amount agreed to in
        the
        Annual Plan for calendar year 2009.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      8.2          
        Default
        by Owner.
        The
        following events shall be deemed to be events of default by the Owner under
        this
        Agreement:

       

      (a) Non-Compliance
        with Terms:
        Owner
        shall fail to comply in any material respect with any other term, provision
        or
        covenant of this Agreement to be complied with or performed by the Owner,
        and
        shall not cure such failure within thirty (30) days after written notice,
        thereof, from Manager to Owner, or, if such failure is not susceptible of
        being
        cured within said thirty (30) day period, if Owner shall fail to commence
        to
        cure such failure within said thirty (30) day period, or, having commenced,
        shall, thereafter, fail to complete the curing of such failure with reasonable
        diligence; 

       

      (b) Insolvency:
        Owner
        shall become insolvent, shall make a transfer in fraud of its creditors,
        or
        shall make an assignment for the benefit of the creditors;

       

      (c) Bankruptcy
        Filing:
        Owner
        shall file a petition under any bankruptcy law or similar law for a relief
        of
        debtor or if Owner shall be adjudged bankrupt or insolvent in proceedings
        filed
        against the Owner thereunder; or

       

      (d) Appointment
        of Receiver:
        A
        receiver or trustee shall be appointed for the Owner or for all or substantially
        all of the assets of the Owner and such appointment is not vacated or otherwise
        caused to be set aside within 90 days from the occurrence thereof.

       

      
        	
              	8.3	
                Remedies
                  for Default:

              


      

       

      Should
        any event of default be committed by either party to this Agreement, the
        other
        party shall have the right to terminate this Agreement, and to enforce such
        other rights and remedies on account of such default, both at law and in
        equity,
        as is provided, established or allowable under applicable law, provided,
        however, that either party may terminate this Agreement without penalty if
        the
        parties are unable to agree upon the Annual Plan provided for in Paragraph
        3.2
        herein within 30 days after submission of such plan by Manger.

       

      8.4          
        Optional
        Termination.
        In
        addition, Owner shall have the right, at its option, to terminate this
        Agreement:

       

      (a) 
        in the
        event of a sale of a majority of the interests of Owner or of substantially
        all
        of Owner’s assets; or

       

      (b) in
        Owner’s discretion, at any time.

       

      
        	
              	8.5	
                Owner’s
                  Obligation upon Optional Termination:

              


      

       

      Upon
        termination of this Agreement pursuant to Paragraph 8.4, then Owner shall:
        

       

      
        	 	
                (i)

              	
                Reimburse
                  Manager for all unpaid expenses incurred prior to termination with
                  respect
                  to the Business which are reimbursable to Manager pursuant to Paragraph
                  4.4; 

              


      

       

      
        	 	
                (ii)

              	
                Pay
                  Manager any Base Payment which accrued prior to the
                  termination;

              


      

       

      
        	 	
                (iii)

              	
                Pay
                  Manager any Incentive Fee which was due with respect to any Fiscal
                  Year
                  which concluded prior to the date of termination; and
                  

              


      

       

      
        	 	
                (iv)

              	
                In
                  the event of a termination pursuant to Paragraph 8.4(b), to pay
                  Manager
                  the lesser of (x) 50% of the Base Payment which would have been
                  payable to
                  Manager from the date of termination through December 31, 2010
                  and (y)
                  $500,000.

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
              	8.6	
                Termination
                  by Reason of Irreconcilable Differences.
                  

              


      

       

      In
        the
        event the parties are unable to agree upon the Annual Plan tendered by Manager
        under Paragraph 3.2(a) above within 30 days after submission by Manger then
        either party shall have a right to terminate this Agreement without
        penalty.

       

      
        	
              	8.7	
                Mutual
                  Rights Upon Termination.

              


      

       

      Upon
        termination of this Agreement:

       

      (a) Manager
        may remove all of its proprietary materials including without limitation
        its
        operating manuals and systems, proprietary computer software and any materials
        which may include Manager’s trade secrets and other methods of doing business.
        In addition, Manager shall have the right to terminate or cause the termination
        of the Business’s participation in any of the pooled programs described in
        Paragraph 3.4, provided that such termination shall not take effect, unless
        Owner otherwise requests, until the 61st
        day
        after the last day of management. Manager will cooperate with Owner as
        appropriate to the circumstances, in effecting a smooth transition to Owner
        or
        successor operator.

       

      (b) Manager
        will return to Owner all property of Owner which may be in Manager’s possession,
        including all documents which contain any proprietary or other financial
        information of Owner and its operations.

       

      (c) The
        parties will use reasonable efforts to make available to one another such
        information as either may require after termination, at the expense of the
        party
        requesting such information. Use of any such information shall be subject
        to the
        confidentiality provisions of Paragraph 10 below. 

       

      
        	
              	8.8	
                Non-Competition:

              


      

       

      (a) Business
        Non-Competition.
        During
        the period of this Agreement and for two years after the termination thereof,
        Manager shall not engage, directly or indirectly, as principal or in a
        management or advisory capacity with respect to any Gaming Business located
        within a 75 mile radius of any location (not including the corporate office
        location) in which Owner has conducted the Business, during the term of this
        Agreement. During the period of this Agreement and for two years after the
        termination thereof, Owner shall not act in a management or advisory capacity
        with respect to any Gaming Business, except with respect to (i) the Business
        which Owner currently owns, even after such Business may be sold to a third
        party; and (ii) any other Gaming Business in which Owner has an ownership
        or
        other equity interest. As used herein, “Gaming Business” means an enterprise
        which provides gaming opportunities and locations (such as casinos) to members
        of the public. 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (b) Employees.
        During
        the period of this Agreement and for two years after the termination thereof,
        neither Manager nor Owner shall solicit for employment or employ any employee
        of
        the other, absent consent, which consent may be withheld in each Party’s sole
        discretion, provided,
        however,
        that
        any employee employed by Manager prior to the date hereof who is employed
        by
        Owner upon Manager’s recommendation may be solicited for employment or employed
        by either Party. 

       

      
        	9.	
                Indemnification;
                  Limitation of Obligations

              


      

       

      (a) Indemnification
        by Owner.
        The
        Owner agrees to indemnify the Manager and to save and hold the Manager harmless
        from and against any liability, obligation, suit, claim or demand, asserted
        against, or incurred by the Manager (including, without limitation, reasonable
        attorneys’ fees and expenses) as a result of, or arising from, or in connection
        with, the organization, management, operation or maintenance of the Business
        and
        the performance of its duties under this Agreement to the fullest extent
        permitted by law, except to the extent that any such liability arises from
        Manager’s gross negligence or willful misconduct. In no event shall Owner make
        any claim against Manager on account of any alleged errors of judgment made
        in
        good faith in connection with the performance by Manager of the obligations
        and
        duties set forth herein. Nor shall Owner object to any expenditure made by
        Manager in good faith in connection with the performance of Manager’s
        obligations hereunder unless such expenditure is specifically prohibited
        by this
        Agreement.

       

      (b) Indemnification
        by Manager.
        The
        Manager agrees to indemnify the Owner and its shareholders and to save and
        hold
        the Owner and its shareholders harmless from and against any liability,
        obligation, suit, claim or demand, asserted against, or incurred by the Owner
        or
        such shareholders (including, without limitation, reasonable attorneys’ fees and
        expenses) as a result of, or arising from, or in connection with, any gross
        negligence or willful misconduct of Manager. In no event shall Manager make
        any
        claim against Owner except as set forth in this Agreement. 

       

      (c) No
        Right Against Shareholders or Directors.
        Manager
        acknowledges that its rights under this Agreement are exclusively against
        Owner,
        and shall not give rise to any rights against Owner’s shareholders or directors.


       

      
        	10.	
                Confidentiality

              


      

       

      (a) Manager’s
        Undertaking.
        Manager
        acknowledges that the information it receives regarding Owner and the Business
        during the course of its performance of this Agreement is confidential, and
        agrees to use such information solely for the purpose of enabling it to perform
        its obligations under this Agreement and for no other purpose. Upon termination
        of this Agreement, Manager shall return all documents and other material
        containing Owner’s confidential information to Owner. Manager shall also cause
        each of its employees to conform to the obligations of this Agreement with
        respect to this Agreement as if they were parties thereto.

       

      (b) Owner’s
        Undertaking.
        Owner
        acknowledges that the information it receives regarding Manager’s processes and
        procedures during the course of its performance of this Agreement is
        confidential, and agrees to use such information solely for the purpose of
        this
        Agreement and for no other purpose. Upon termination of this Agreement, Manager
        shall return all documents and other material containing Manager’s confidential
        information to Owner. Owner shall also cause each of its employees to conform
        to
        the obligations of this Agreement with respect to this Agreement as if they
        were
        parties thereto.

       

      
        	11.	
                Estoppel
                  Certificates:

              


      

       

      Owner
        and
        Manager shall, at any time and from time to time upon not less than ten (10)
        days prior written request by the other, execute, acknowledge and deliver
        a
        statement in writing certifying that:

       

      
        	 	
                (i)

              	
                This
                  Agreement is unmodified and in full force and effect (or, if modified,
                  that the same is in full force and effect, as modified, stating
                  the
                  modifications);

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

              	
                The
                  date to which payments have been made under this Agreement;
                  and

              


      

       

      
        	 	
                (iii)

              	
                So
                  far as Owner or Manager, as the case may be, knows, no default
                  hereunder
                  on the part of the other party exists (except that if any such
                  default
                  does exist, the certifying party shall specify such default),
                  

              


      

       

      
        	 	
                (iv)

              	
                it
                  being intended that any such statements delivered pursuant to this
                  Paragraph 11 may be relied upon by any prospective purchaser, assignee,
                  or
                  mortgagee of Owner’s interest in the Business, or of either party’s
                  interest in this Agreement.

              


      

       

      
        	12.	
                Termination
                  of Consulting Agreement:

              


      

       

      Manager
        agrees that upon the effective date of this Agreement, the Consulting Agreement
        shall automatically be terminated, that Manager shall not be entitled to
        any
        further payment under such Consulting Agreement except for amounts accrued
        prior
        to the date of such termination under this paragraph. 

       

      
        	13.	
                Notices:

              


      

       

      Any
        notice which may or is required to be given hereunder shall be in writing
        including facsimile (“fax”) telex and telegraphic communications, and shall be
        (as elected by the party giving the notice) hand delivered by messenger or
        courier service, telecommunicated or mailed by registered or certified mail,
        return receipt requested, in the mail, postage prepaid addressed to Owner
        or
        Manager, as the case may be, at the addresses set forth after their respective
        names below, or at such different addresses as they shall have theretofore
        advised the other in writing in accordance herewith.

       

      
        	 	 
	 	
                If
                  intended for Owner:

                 

                Oceans
                  Casino Cruises, Inc.

                647
                  E Dania Beach Blvd.

                Dania
                  Beach, Fl 33004

                 

                Attn:
                  Board of Directors

              
	 	 
	 	
                With
                  a copy at the same time to:

                 

                Orchard
                  Drive LLC

                c/o
                  D.B. Zwirn & Co., LP 

                745
                  Fifth Avenue, 17th Floor 

                New
                  York, NY 10151

                Attn:
                  Steven Campbell

                 

                Skylab
                  Road LLC

                c/o
                  Fortress Investment Group 

                1345
                  Avenue of the Americas

                46th
                  Floor

                New
                  York, NY 10105 

                Attn:
                  Dan Silvers

              
	 	 
	 	
                If
                  intended for Manager:

              
	 	
                 

                Nevada
                  Gold & Casinos, Inc.

                50
                  Briar Hollow Lane, Suite 500 

                West,
                  Houston, TX 77027 

                Attn:
                  Robert
                  B. Sturges

                 

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      
        	14.	
                Approval
                  By Owner:

              


      

       

      In
        any
        instance where the approval or consent of the Owner or Manager is required
        or
        permitted hereunder, such approval or consent shall be in writing such consent
        or approval, except as otherwise specified in this Agreement, shall be in
        Owner’s or Manager’s sole discretion, as applicable. 

       

      
        	15.	
                No
                  Waiver:

              


      

       

      No
        waiver
        of any covenant, term or condition of this Agreement by either party shall
        be
        construed as a waiver of a subsequent breach of the same covenant, term or
        condition. The consent or approval by either party to or of any act by the
        other
        party requiring such consent or approval shall not be deemed to waive or
        render
        unnecessary, consent to or approval of any subsequent similar act.

       

      
        	16.	
                Choice
                  of Law; Attorneys Fees:

              


      

       

      This
        Agreement shall be governed and construed in accordance with the laws of
        the
        State of New York regardless of the places of its negotiation or execution
        and
        without regard to principles of conflicts of law. The parties acknowledge
        that
        there are substantial and not isolated connections with the State of New
        York,
        including the negotiation of this Agreement in New York, and that each of
        them
        is subject to the jurisdiction of the courts of such State pursuant to New
        York’s Long Arm Statue.

       

      Each
        of
        the parties submits to the exercise of personal jurisdiction over them in
        the
        State of New York in connection with any action or proceeding brought by
        either
        party relating to, arising from, or based on this Agreement, and each of
        the
        parties waives any objection to the exercise of personal jurisdiction over
        each
        of them in connection with any such action or proceeding.

       

      The
        parties agree that any litigation or court action of any kind relating to,
        or
        rising from, or based on this Agreement shall be filed in New York, New
        York.

       

      If
        either
        party shall institute legal proceedings against the other party based on
        a cause
        of action or arising from this Agreement, the non-prevailing party in such
        proceeding shall pay the costs and expenses incurred by the prevailing party
        in
        such proceedings including reasonable attorneys’ fees and any and all costs and
        fees incurred on appeal of any lower court decision.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	17.	
                Entire
                  Agreement; Modification:

              


      

       

      No
        employee, agent or representative of either party has the authority to bind
        the
        other party to any oral additions, modifications, representations or warranties
        concerning this Agreement. This Agreement contains the entire agreement between
        the parties with respect to its subject matter, and no agreement shall be
        effective to change, modify or terminate this Agreement, in whole or in part,
        unless such agreement is in writing and duly signed by the authorized
        representative of the party against whom enforcement of such change,
        modification or termination is sought. This Agreement shall not be construed
        more strictly against one party than against the other merely by virtue of
        the
        fact that this Agreement may have been physically prepared by one of the
        parties, or such party’s counsel, it being agreed that both parties and their
        respective counsel have mutually participated in the negotiation and preparation
        of this Agreement.

       

      
        	18.	
                Descriptive
                  Headings:

              


      

       

      The
        descriptive headings set forth in this Agreement are inserted for convenience
        and for reference only and do not in any way limit or amplify the terms and
        provisions of this Agreement.

       

      
        	19.	
                Successors
                  and Assigns:

              


      

       

      The
        terms, provisions and covenants contained in this Agreement shall apply to,
        inure to the benefit of, and be binding upon, the parties hereto and their
        respective successors and permitted
        assigns; except as otherwise provided in this Agreement.

       

      
        	20.	
                Force
                  Majeure:

              


      

       

      The
        terms
        and conditions of this Agreement (with the exception of the obligation of
        Owner
        to pay or fund the amounts required by the terms of this Agreement, or the
        terms
        required for an approved Transfer or Transferee) shall be subject to Force
        Majeure. Neither Owner nor Manager shall be considered in default in the
        performance of its obligation hereunder, if such performance is prevented
        or
        delayed because of war, hostilities, revolution, civil commotion, strike,
        lock-out, epidemic, fire, earthquake, hurricane, flood, or because of any
        law,
        order, proclamation, regulation, or ordinance of any governmental authority,
        or
        because of any act of God or any other cause whether of similar or dissimilar
        nature beyond the reasonable control of the party affected.

       

      
        	21.	
                Authorization:

              


      

       

      Each
        of
        the parties hereto represents to the other party that it has full power and
        authority to execute this Agreement and to be bound by and shall perform
        in
        accordance with the terms hereof. On request, each party shall furnish to
        the
        other evidence of such authority.

       

      
        	22.	
                Counterparts:

              


      

       

      Any
        number of counterparts of this Agreement may be executed and delivered and
        each
        shall be considered an original and together they shall constitute one
        agreement.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	23.	
                Severability:

              


      

       

      If
        any of
        the provisions of this Agreement or its application shall be held by any
        court,
        regulatory agency, or other governmental authority having competent jurisdiction
        over this Agreement, to be invalid, illegal, or unenforceable in any respect,
        the parties shall forthwith cure such invalidity to the extent permitted
        by law,
        and notwithstanding the fact that such provisions may be held to be of no
        force
        and effect, the validity, legality, and enforceability of the remaining
        provisions contained herein and any other application thereof shall not in
        any
        way be affected or impaired thereby. If any such provision or portion thereof
        is
        declared invalid, illegal, or unenforceable, the parties to this agreement
        intend that, in lieu of the invalid, illegal, or unenforceable provision
        or
        portion thereof, there be added to this agreement a provision or portion
        thereof
        as similar in substance to such invalid, illegal, or unenforceable provision
        or
        portion thereof as may be possible so as to accomplish the purposes of such
        invalid, illegal, or unenforceable provision or portion thereof. 

       

      IN
        WITNESS WHEREOF, the Owner and the Manager have hereunto set their hands
        and
        seals on the day and year first above written.

       

      Signed,
        Sealed & Delivered

      in
        the
        presence of:

       

      
        	
                OCEAN
                  CASINO CRUISES, INC.

              	 	
                NEVADA
                  GOLD & CASINOS, INC.

              
	
                 

                 

                /s/
                  Bradley E. Scher

              	 	
                 

                 

                /s/
                  Robert B. Sturges

              
	
                By:
                  Bradley E. Scher

                Title:
                  Co-Chairman of the Board of Directors

              	 	
                By:
                  Robert B. Sturges

                Title:
                  CEO

              


      

       

       

      
        
          	
                  
                    OCEAN
                      CASINO CRUISES, INC.

                  

                	 
	
                   

                   

                  
                    /s/
                      Daniel Silvers

                  

                	
                
	
                  
                    By:
                      Daniel Silvers

                    Title:
                      Co-Chairman of the Board of Directors

                  

                	 


        

         

        
          
            
            

          

          
            24