Exhibit 10.1.2

AMENDED AND RESTATED  AGREEMENT OF JOINT VENTURE OF  CIRCUS AND ELDORADO JOINT VENTURE

This Amended and Restated Agreement (this "Agreement") of Joint Venture of Circus and Eldorado Joint Venture (the "Joint Venture") as originally executed as of
March 1, 1994 (the "Original Agreement"), is amended and restated effective as of the 1st day of January, 2001, by and between ELDORADO LIMITED LIABILITY COMPANY ("E"), a Nevada limited liability
company owned and controlled by ELDORADO RESORTS LLC, a [Nevada] limited liability company ("ERLLC"), and GALLEON, INC., a Nevada corporation ("C"), owned and controlled by
MANDALAY RESORT GROUP, a Nevada corporation ("MRG"), pursuant to the provisions of the Nevada Uniform Partnership Act, on the following terms and conditions. This Agreement amends, restates and
supercedes the Original Agreement in its entirety.

Section 1        THE JOINT VENTURE

1.1    Formation.The Joint Venture was formed as a Nevada general partnership between E and C ("Partners")
effective as of March 1, 1994, pursuant to the provisions of the Nevada Uniform Partnership Act ("Act").

1.2    Name.The name of the Joint Venture is CIRCUS AND ELDORADO JOINT VENTURE
[CONSIDERING NAME CHANGE ISSUES] and all business of the Joint Venture shall be conducted in such name. The joint venture shall
hold all of its property in the name of the Joint Venture and not in the name of any Partner.

1.3    Purpose.



1.4    Place of Business.The principal place of business of the Joint Venture shall be at 407 North Virginia
Street, Reno, Nevada or at such other place within Reno, Nevada, as may be determined by the Managing Partner.

1.5    Term.The term of the Joint Venture commenced on March 1, 1994 and shall continue until the winding up and
liquidation of the Joint Venture following a "Liquidating Event," as provided in Section 13 hereof.

1.6    Percentage Interest.The Percentage Interest of each Partner shall be fifty percent (50%) and shall not be
changed.

1.7    Statutory Compliance.The Joint Venture shall exist under and be governed by, and this Agreement shall be
construed in accordance with, the applicable laws of the State of Nevada including the Nevada Gaming Control Act embodied in Chapter 463 of the Nevada Revised Statutes and the regulations promulgated
thereunder. The Partners shall make all filings and disclosures required by, and shall otherwise comply with, all such laws. The Partners shall execute and file in the appropriate records any assumed
or fictitious name certificates and other documents and instruments as may be

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necessary or appropriate with respect to the formation of, and conduct of business by, the Joint Venture.

1.8    Title to Property.All real and personal property owned by the Joint Venture shall be owned by and in the
name of the Joint Venture as an entity and no Partner shall have any ownership interest in such property in its individual name or right, and each Partner's interest in the Joint Venture shall be
personal property for all purposes.

1.9    Payments of Individual Obligations.The Joint Venture's credit and assets shall be used solely for the
benefit of the Joint Venture, and no asset of the Joint Venture shall be transferred or encumbered for or in payment of any separate obligation of a Partner.

1.10    Independent Activities.



1.11    Expenses of Partners.Except as specifically provided in this Agreement, no Partner shall be paid for
services rendered to the Joint Venture by such Partner. However, each party shall be entitled to reimbursement from the Joint Venture for the actual out-of-pocket expenses reasonably incurred by such
Partner in furtherance of the Joint Venture's business to the extent such expenses are contemplated by a budget approved by the Partners, upon the presentation of reasonable supporting documentation
of the amount and purpose of such expense.

Section 2        CAPITAL CONTRIBUTIONS

2.1    Capital Contributions.As of the date of this Agreement, each Partner has contributed or caused to be
contributed to the Joint Venture, as its Capital Contribution, cash and/or property in the amount of $51.9 million and its Partner's Capital Account has been credited accordingly. In addition, each
Partner's Capital Account has been adjusted through the date hereof, as provided in Section 2.3. As of January 1, 2001, the Capital Accounts of the Partners have the balances set forth on Schedule A
attached hereto. It is intended that, following the special distributions described in Section 4.3 and absent a default of a Partner's obligations hereunder, the Capital Account of E will exceed the
Capital Account of C by $10,000,000.

2.2    No Further Capital Contributions.The Partners shall not be permitted or required to contribute additional
capital or lend any funds to the Joint Venture without the consent of both Partners, which consent may be given or withheld in each Partner's sole and absolute discretion.

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2.3    Capital Accounts.An individual Capital Account shall be established and maintained for each Partner. The
Capital Account of each Partner shall be equal to the aggregate amount of cash contributed by such Partner to the Joint Venture, increased by (i) the fair market value of property contributed by such
Partner to the Joint Venture, net of liabilities secured by such property that the Joint Venture assumes or takes the property subject to, (ii) the amount of any Joint Venture liabilities assumed by
such Partner other than liabilities secured by property distributed to such Partner, (iii) such Partner's allocable share of Profits of the Joint Venture, (iv) any items in the nature of income and
gain which are excluded from the definitions of Profits and Losses and allocated to such Partner and (v) any other increases required by Treasury Regulation Section 1.704-1(b)(2)(iv), and reduced by
(i) such Partner's distributive share of Losses, (ii) the amount of any distributions of cash to such Partner, (iii) the amount of liabilities of such Partner assumed by the Joint Venture, (iv) the
fair market value of property (net of liabilities to which such distributed property is subject) distributed to such Partner, (v) any items in the nature of deductions or losses which are excluded
from the definitions of Profits and Losses and allocated to such Partner and (vi) any other decreases required by Treasury Regulation Section 1.704-1(b)(2)(iv). The provisions of this Agreement
relating to the maintenance of Capital Accounts have been included in this Agreement to comply with Section 704(b) of the Internal Revenue Code of 1986, as amended (the "Code") and the Treasury
Regulations promulgated thereunder and will be interpreted and applied in a manner consistent with those provisions.

2.4    Other Matters.



Section 3        ALLOCATIONS

Items of income, gain, loss, deduction and credit of the Joint Venture shall be allocated among the Partners in the manner specified in the Addendum hereto.

Section 4        DISTRIBUTIONS

4.1    Net Cash From Operations.The term "Net Cash From Operations" shall mean the gross cash proceeds received by
the Joint Venture (including proceeds from borrowings), less the following amounts: (i) cash operating expenses and payments of other expenses and obligations of the Joint Venture, including interest
and scheduled principal payments on Joint Venture indebtedness, including indebtedness owed to the Partners, if any; (ii) all capital expenditures made by the Joint Venture, and (iii) such reasonable
reserves as the Partners deem necessary in good faith and in the best interests of

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the Joint Venture to meet anticipated future obligations and liabilities of the Joint Venture (less any release of reserves previously established, as similarly determined). . Subject to any
contractual restrictions to which the Joint Venture is subject, and prior to the occurrence of a Liquidating Event, the Net Cash From Operations shall be distributed as follows:



4.2    Tax Distribution.The "Tax Distribution" with respect to each Estimated Tax Period shall equal an amount,
when distributed to the Partners in accordance with their Percentage Interests, necessary to cause the cumulative distributions to each Partner with respect to the calendar year including such
Estimated Tax Period to be no less than the sum of (a) the product of (i) the net taxable income of the Joint Venture allocated to that Partner for that Estimated Tax Period (plus any net taxable
income of the Joint Venture allocable to that Partner with respect to any prior year pursuant to an audit adjustment that becomes final during that Estimated Tax Period), multiplied by (ii) the
Applicable Tax Rate for that period, plus (b) any Tax Shortfall from the immediately preceding calendar year (provided that there shall be no Tax Shortfall for any period prior to January 1, 2001).
The "Applicable Tax Rate" for an Estimated Tax Period shall equal the greater of the maximum marginal federal income tax rate applicable to individuals for such period (as of the date hereof, 39.1%)
or the maximum marginal federal income tax rate applicable to corporations for such period (as of the date hereof, 35%);provided, however, that if
either Partner informs the General Manager in writing that such Partner is subject to income tax (including franchise tax based on income) of any state, the Applicable Tax Rate for any Tax
Distributions subsequent to that notice (until such Partner informs that General Manager that it is no longer subject to such state tax) shall be increased by the higher of the maximum marginal
individual tax rate or corporate income tax rate of that state (after reduction for the federal tax benefit for the deduction of state taxes, using the maximum marginal federal individual or corporate
rate, respectively). A "Tax Shortfall" with respect to a calendar year shall equal the excess, if any, of the aggregate of the Tax Distributions with respect to that year over the distributions made
pursuant to Section 4.1 with respect to that year.

4.3    Special Cash Distributions.It is anticipated that the Joint Venture will issue Mortgage Notes on or about
September       , 2001 in the aggregate principal amount of $                  million (the "Mortgage Financing"). The
Partners agree that, notwithstanding anything herein to the contrary, the following distributions shall be made by the Joint Venture as soon as practicable following the Mortgage Financing:



As
provided in Section 2.1, immediately following such distributions, the Capital Account of E shall exceed the Capital Account of C by $10,000,000.

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Section 5        MANAGEMENT

5.1    Day-to-Day Management by Managing Partner.C shall be and hereby is appointed the Managing Partner for the
Joint Venture and is hereby charged with, and C hereby agrees to assume the responsibility and authority for, the prudent day-to-day management of the business affairs of the Joint Venture, except as
otherwise designated to the General Manger in accordance herewith.

Subject
to the limitations and restrictions set forth in this Agreement and the Annual Business Plan, the Managing Partner may exercise the following specific rights and powers without
any further consent of the other Partners being required:



5.2    Annual Business Plan.No later than forty-five (45) days prior to the end of the then current fiscal year,
after consultation with the Executive Committee, the Managing Partner and the General Manager shall cause to be prepared a business plan (the "Annual Business Plan") for the next fiscal year. The
Annual Business Plan shall be subject to the review and approval of the Executive Committee. After approval of the Business Plan, there shall be no material changes in the Annual

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Business Plan without the approval of the Executive Committee. The Annual Business Plan shall include, but not be limited to, the following:



5.3    Restrictions on the Partners.The following shall require the unanimous approval of all Partners:



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5.4    Replacement of Managing Partner.(a) Except as provided herein, the Managing Partner may only be changed by
the unanimous agreement of all Partners. If the actual net operating income of the business of the Joint Venture for any four (4) consecutive quarters are less than eighty percent (80%) of the
projected amount as set forth in the Annual Business Plan [CONSIDER WHETHER TO MAKE THIS ANNUAL. IF NOT, IS IT 4 QUARTERS COMBINED HAVE TO BE LESS THAN 80% OR EACH
OF 4 CONSECUTIVE QUARTERS HAS TO BE LESS THAN 80%? WE DISCUSSED THIS, BUT IT SEEMS LIKE THE RESULTS CAN BE COMPUTED ON A QUARTERLY BASIS IF THE CHANGE TO SECTION 5.2(e) IS
MADE], after appropriate adjustments for factors affecting similar business in the vicinity of the Casino, then the other Partner may require the Managing Partner
to resign.



5.5    Implementation of Annual Business Plan.The Managing Partner shall use due diligence to implement the Annual
Business Plan. The Joint Venture will be conducted consistent with prudent business practices, with the objective of maximizing the profits of the Joint Venture, and each Partner will use due
diligence to achieve that objective. The Managing Partner shall promptly notify the other Partner of any transaction, notice, event or proposal relating to the management and operation of the Casino
which could significantly affect, either adversely or favorably, the Casino or the Joint Venture or otherwise cause a significant deviation from the Annual Business Plan.

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5.6    Executive Committee.There shall be established an Executive Committee. The Executive Committee shall
consult with, review, monitor and oversee the performance of the Managing Partner and the General Manager. The Managing Partner and the General Manager shall consult with the Executive Committee on a
periodic basis as provided herein and seek the input and counsel of the Executive Committee prior to the preparation of the Annual Business Plan.

5.7    Membership; Voting Executive Committee.



5.8    Meetings of the Executive Committee; Time and Place.Regular meetings of the Executive Committee shall be
held quarterly at such time and at such place as the Executive Committee shall determine. At such regular meetings, the Managing Partner's representatives and the General Manager shall report on the
financial performance and condition of the Joint Venture on a year-do-date basis (including cash flows, reserves, outstanding loans, and compliance efforts), give progress reports on capital projects,
compliance with the Annual Business Plan, material contracts entered into, material litigation, marketing efforts and such other matters relevant to the operation of the Joint Venture. The Executive
Committee may make use of telephones and other electronic devices to hold meetings, provided that each member of the Executive Committee must simultaneously participate with all of the other members
of the Executive Committee with respect to all discussions and votes of the Executive Committee. The Executive Committee may act without a meeting if the action taken is reduced to writing (either
prior to or thereafter) and approved by members of the Executive Committee in accordance with the voting provisions of this Agreement. Written minutes shall be taken at each meeting of the Executive
Committee. Any Partner may call for a special meeting of the Executive Committee by giving three (3) days prior written notice to all members of the Executive Committee.

5.9    Duties of the Executive Committee.Subject to the unanimous approval requirements of Section 5.3, the duties
of the Executive Committee shall include, but not be limited to, the following:



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5.10    General Manager.



Section 6        INDEMNIFICATION OF PARTNERS

6.1    General.The Joint Venture shall indemnify, save harmless, and pay all judgments and claims of third parties
against each Partner or any officer, shareholder, member, partner, or director of such Partner and members of the Executive Committee relating to any liability or damage, including attorneys' fees to
be paid as incurred, arising by reason of any act performed or omitted to be performed by such Partner, officer, shareholder, member, partner, director or member of the Executive Committee in
connection with the business of the Joint Venture, except for any conduct of a Partner that constitutes fraud, bad faith or breach of fiduciary duty.

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6.2    Joint Venture Expenses.



Section 7        REPRESENTATIONS AND WARRANTIES

7.1    Representations and Warranties.Each Partner hereby represents and warrants that:



Section 8        ACCOUNTING, BOOKS AND RECORDS

8.1    Accounting, Books and Records.The Joint Venture shall maintain at its principal place of business separate
books of account for the Joint Venture which shall show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received, and all income derived in
connection with the operation of the Joint Venture business in accordance with generally accepted accounting principles and casino industry guidelines consistently applied and, to the extent
inconsistent therewith, in accordance with this Agreement. The Joint Venture shall use the accrual method of accounting in preparation of its annual reports and for tax purposes and shall keep its
books accordingly. The Joint Venture's books and records shall be independently audited annually at the Joint Venture's expense. Each Partner shall, at its sole expense, have the right, without notice
to any other Partner, to examine, copy, and audit the Joint Venture's books and records during normal business hours.

8.2    Reports.



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8.3    Tax Returns; Information.The Managing Partner shall cause the Joint Venture's accountants to prepare all
income and other tax returns of the Joint Venture and shall cause the same to be filed in a timely manner. The Managing Partner shall furnish to each Partner a copy of each such return, together with
any schedules or other information which each Partner may require in connection with such Partner's own tax affairs.

8.4    Tax Matters Partner.The Managing Partner is specially authorized to act as the "Tax Matters Partner" under
the Code and any state or local law. If an agreement, settlement or compromise regarding any tax matter could materially and adversely affect a Partner, the Tax Matters Partner shall not enter into
such agreement or settle or compromise such tax matter without the prior written consent of the affected Partner, which consent shall not be unreasonably withheld.

Section 9        AMENDMENTS

9.1    Amendments.This Agreement may only be amended by the consent and approval of both Partners. Any such
amendment shall be in writing and executed by both Partners.

Section 10        TRANSFERS OF INTERESTS

10.1    Restrictions on Transfers.Except as expressly permitted by this Agreement, no Partner shall transfer all
or any portion of its interest in the Joint Venture or any rights therein without the unanimous consent of the Partners. Any transfer or attempted transfer by any Partner in violation of the preceding
sentence shall be null and void and of no force or effect whatever. The Partners acknowledge and agree that they are relying on the experience, expertise, reputation and financial condition of the
other Partner in entering into this Agreement and that the nature of the relationship between the parties is personal. Each Partner hereby acknowledges the reasonableness of the restrictions on
Transfers imposed by this Agreement in view of the Joint Venture purposes and the relationship of the Partners. Accordingly, the restrictions on Transfers contained herein shall be specifically
enforceable. Each Partner hereby further agrees to hold the Joint Venture and each Partner (and each Partner's successors and assigns) wholly and completely harmless from any cost, liability, or
damage (including, without limitation, liabilities for income taxes and costs of enforcing this indemnity) incurred by any of such indemnified Partners as a result of a transfer or an attempted
transfer in violation of this Agreement.

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10.2    Permitted Transfers.



10.3    Limitation on Ownership of Partners.



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Section 11        WITHDRAWALS; ACTION FOR PARTITION; BREACHES

11.1    Waiver of Partition and Covenant Not to Withdraw.Each Partner hereby covenants and agrees that the
Partners have entered into this Agreement based on their mutual expectation that both Partners will continue as Partners and carry out the duties and obligations undertaken by them hereunder and that,
except as otherwise expressly required or permitted hereby, each Partner hereby covenants and agrees not to (a) take any action to require partition or to compel any sale with respect to its Joint
Venture interest, (b) take any action to file a certificate of dissolution or its equivalent with respect to
itself, (c) take any action that would cause a Bankruptcy of such Partner, (d) withdraw or attempt to withdraw from the Joint Venture, (e) exercise any power under the Act to dissolve the Joint
Venture, (f) transfer all or any portion of its interest in the Joint Venture (other than as permitted hereunder), (g) petition for judicial dissolution of the Joint Venture, or (h) demand a return of
such Partner's contributions or profits (or a bond or other security for the return of such contributions or profits) without the unanimous consent of the Partners.

11.2    Consequences of Violation of Covenants.If a Partner (a "Breaching Partner") attempts to (i) cause a
partition or (ii) withdraw from the Joint Venture or dissolve the Joint Venture or otherwise take any action in breach of Section 11.1 hereof [SHOULD WE ADD HERE AN
ATTEMPTED TRANSFER OF THE INTEREST IN VIOLATION OF SECTION 10.1 OR A TRANSFER THAT VIOLATES SECTION 10.3?], the Joint Venture shall continue and such Breaching
Partner shall be subject to this Section 11.2 [SHOULD THIS ALSO TRIGGER THE BUY-SELL?]. In such event, the following shall
occur:



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Section 12        BUY-SELL

12.1    Conditions Precedent to Buy-Sell.The Buy-Sell provisions of this Agreement may not be instituted by any
Partner until each of the following events or conditions have taken place:



12.2    Exercise of Right to Buy or Sell.At any time after the occurrence of the conditions precedent set forth in
Paragraph 12.1, either Partner may make an offer to purchase ("Offer") the interest of the other Partner. The Offer shall be in writing and shall set forth a statement of the aggregate dollar amount
(the "Specified Valuation Amount") which the offering Partner is willing to pay for all of the assets of the Joint Venture, free and clear of all monetary liabilities and obligations (other than non-
delinquent property taxes and assessments secured by liens on the Property) relating thereto. The Offer shall constitute an irrevocable offer by the Partner giving the Offer either to (i) purchase
all, but not less than all, of the interest of the Joint Venture of the other Partner free of liens and encumbrances for an amount equal to the amount the other Partner would be entitled to receive if
the Joint Venture sold all of its assets and business for the Specified Valuation Amount on the date of such notice and immediately thereafter the Joint Venture paid all monetary liabilities and
monetary obligations of the Joint Venture, and deducted customary closing costs that would be associated with a third-party sale, and distributed the net proceeds to each Partner in liquidation of the
Joint Venture pursuant to Section 13.2(c) hereof (the "Sales Price"), or (ii) sell all, but not less than all, of its interest in the Joint Venture free of liens and encumbrances to the other Partner
for an amount equal to the amount the offering Partner would be entitled to receive if the Joint Venture sold all of its assets and business for the Specified Valuation Amount on the date of such
notice and immediately thereafter the Joint Venture paid all monetary liabilities and monetary obligations of the Joint Venture, and deducted customary closing costs that would be associated with a
third party sale, and distributed the net proceeds to each Partner in liquidation of the Joint Venture pursuant to Section 13.2(c) hereof (the "Purchase Price"). The Partner receiving the Offer shall
have a period of two (2) months to accept the Offer to sell at the Sales Price or, in the alternative, to require that the Offering Partner sell its interest to the other Partner at the Purchase
Price. The Partner receiving the Offer shall give written notice (Notice of Election) of its acceptance of the Offer to sell or purchase to the Offering Partner within two (2) months of the receipt of
the Offer. Failure to give the Notice of Election shall constitute an acceptance of the Offer to sell to the Offering Partner on the terms set forth in the Offer. The closing of the transaction for
the sale or purchase of the Joint Venture interest shall occur not later than six (6) months after the Notice of Election or at such other time as may be required by the Nevada
Gaming Authorities. Subject to any agreements to which the Joint Venture is a party, the Partner purchasing the Joint Venture interest pursuant to this Section 12.2 (the "Purchasing Partner") shall be
entitled to encumber the Joint Venture Property in order to finance the purchase, provided that the other Partner (the "Selling Partner") shall have no liability, contingent or otherwise, under such
financing. The Purchasing Partner may elect to pay the purchase price in cash or on terms which require at least a twenty-five percent (25%) down payment with the balance to be paid quarterly on a
five (5) year amortization, plus interest at the prime rate of Bank of America from time to time. In the event that the Purchasing Partner elects to finance the purchase with installment payments to
the Selling Partner, the obligation to the Selling Partner may [WHY "MAY"? WHO DECIDES THIS?] be secured by a Deed of Trust on
the Joint Venture property, which Deed of Trust will only be

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subordinate to the Joint Venture debt in the amount encumbering the Joint Venture Property that existed on the date of the Offer to Purchase. If such Deed of Trust is not allowed by the First Deed of
Trust holder, then the Selling Partner may require a pledge of the Joint Venture interest of the Purchasing Partner as security for the financing of the purchase or such other security of the
Purchasing Partner as may be reasonably required by the Selling Partner;provided, however, that such pledge shall not be required if it is prohibited
by the terms of material financing agreements to which the Purchasing Partner is a party. The Purchasing Partner may assign all or part of its right to purchase the Joint Venture interest of the
Selling Partner to an Affiliate of the Purchasing Partner, provided that no such assignment shall relieve the Purchasing Partner of its obligations under this Section 12 in the event of a default by
such Affiliate. In the event of such an assignment, references in this Section 12 to the Purchasing Partner shall include, where the context permits, such Affiliate.

12.3    Closing.



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Section 13        DISSOLUTION AND WINDING UP

13.1    Liquidating Events.The Joint Venture shall dissolve and commence winding up and liquidating upon the first
to occur of any of the following ("Liquidating Events"):



The
Partners hereby agree that, notwithstanding any provision of the Act, the Joint Venture shall not dissolve prior to the occurrence of a Liquidating Event. If it is determined by a
court of competent jurisdiction that the Joint Venture has dissolved prior to the occurrence of a Liquidating Event, the Partners hereby agree to continue the business of the Joint Venture without a
winding up or liquidation.

13.2    Winding Up.Upon the occurrence of a Liquidating Event, the Joint Venture shall continue solely for the
purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners and no Partner shall take any action that is inconsistent with,
or not necessary to or appropriate for, winding up the Joint Venture's business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall
continue in full force and effect until such time as the Property has been distributed pursuant to this Section and the Joint Venture has terminated. The Managing Partner shall be responsible for
overseeing the winding up and liquidation of the Joint Venture, shall take full account of the Joint Venture's liabilities and assets, shall cause the assets to be liquidated as promptly as is
consistent with obtaining the fair market value thereof, and shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed in the following order:



The
Managing Partner shall not receive any additional compensation for any services performed pursuant to this Section, but shall be entitled to reimbursement for all reasonable
out-of-pocket costs

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and expenses incurred in connection therewith. Each Partner understands and agrees that by accepting the provisions of this Section setting forth the priority of the distribution of the assets of the
Joint Venture to be made upon its liquidation, such Partner expressly waives any right which it, as a creditor of the Joint Venture, might otherwise have to receive distributions of assets pari passuwith the other creditors of the Joint Venture in connection with a distribution of assets of the Joint Venture, and hereby subordinates to
said creditors any such right.

Any
gains or losses on the disposition of properties of the Joint Venture in the process of liquidation shall be credited or charged to the Partners in accordance with the Addendum
hereto. Any property distributed in kind in the liquidation shall be valued by agreement of the Partners and treated as though the property were sold and the cash proceeds distributed. The difference
between the agreed value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Partners in
accordance with the Addendum hereto.

The
Partners agree that in the event of a sale of all or substantially all of the Joint Venture interests by the Partners in a single transaction or series of related transactions, the
consideration to be received or retained by the Partners shall be allocated between the Partners in the same manner as if the proceeds of such sale were being distributed to the Partners as provided
inSection 14.2(c) above, with no premium to either Partner for control, majority ownership or otherwise.

13.3    Compliance with Certain Requirements of Regulations.In the event the Joint Venture is "liquidated" within
the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Section to the Partners who have positive Capital Accounts in compliance with Regulations Section
1.704-1(b)(2)(ii)(b)(2).

13.4    Reserve for Contingent and Unforeseen Liabilities.In the discretion of the Managing Partner, a pro rata
portion of the distributions that would otherwise be made to the Partners pursuant to this Section 13 may be:



13.5    Rights of Partners.Except as otherwise provided in this Agreement, (a) each partner shall look solely to
the assets of the Joint Venture for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Joint Venture and (b) no Partner
shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations. If for any reason the assets of the Joint Venture are not sufficient to satisfy
the positive Capital Accounts of the Partners, then distributions shall be made to the Partnerspro ratabased on their positive Capital Account
balances.

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13.6    Notice of Dissolution.In the event a Liquidating Event occurs, the Managing Partner shall, within
thirty
(30) days thereafter, (s) provide written notice thereof to each of the Partners and to all other parties with whom the Joint Venture regularly conducts business (as determined in the discretion of
the Managing Partner), and (b) publish notice of such dissolution in a newspaper of general circulation in each place in which the Joint Venture regularly conducts business.

Section 14        BANKRUPTCY OR DISSOLUTION OF A PARTNER

14.1    Event of Bankruptcy.Considering the personal nature of the relationship between the Partners of this Joint
Venture, upon occurrence of an Event of Bankruptcy with respect to a Partner, the remaining Partner shall have the right and option to dissolve and liquidate the Joint Venture in accordance with
Section 13 of this Agreement.

For
the purposes of this Agreement, any of the following shall constitute an "Event of Bankruptcy" with respect to the Partner involved:



14.2    Status of Bankruptcy Assignee.After the date of an Event of Bankruptcy, the successor to the bankrupt
Partner shall be considered an assignee of the bankrupt Partner's interest in the Joint Venture but shall not be entitled to interfere or participate in management or administration of the Joint
Venture business or affairs, to receive or require information or an accounting with respect to the Joint Venture transactions or to inspect the books of the Joint Venture; provided, however, that the
successor to the bankrupt Partner's interest in the Joint Venture may inspect the books of the Joint Venture at reasonable
times with reasonable notice for the sole purpose of assuring that the successor receives the appropriate distribution of profits and losses.

Section 15        MISCELLANEOUS

15.1    Notices.Unless otherwise provided, all notices, demands or other communications hereunder shall be in
writing and shall be deemed to have been given or submitted upon personal

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delivery or upon deposit in the United States mail by certified or registered mail, postage prepaid, with return receipt requested and addressed as follows [ADD
NOTICE BY FAX?]:

(a)

If to C, at

Galleon, Inc.
3950 Las Vegas Blvd. South
Las Vegas, Nevada 89119
Attention: General Counsel(b)

If to E, at

Eldorado Limited Liability Company
c/o Eldorado Hotel Casino
345 N. Virginia Street
P.O. Box 3399
Reno, Nevada 89505with a copy to:McDonald, Carano, Wilson, McCune, Bergin,
                Frankovich & Hicks
P.O. Box 2670
Reno, Nevada 89505


Notices
shall be deemed received upon personal delivery or three (3) days following deposit in the mail, if sent through the mail. Each Partner may designate, from time to time, another address in
place of the address hereinabove set forth by notifying the other Partners of the new address in writing.

15.2    Binding Effect.Except as otherwise provided in this Agreement, every covenant, term, and provision of this
Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, legatees, legal representatives, successors, transferees, and assigns.

15.3    Time.Time is of the essence with respect to this Agreement.

15.4    Headings.Section and other headings contained in this Agreement are for reference purposes only and are
not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

15.5    Severability.Every provision of this Agreement is intended to be severable. If any term or provision
hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

15.6    Further Action.Each Partner agrees to perform all further acts and execute, acknowledge, and deliver any
documents which may be reasonably necessary, appropriate, or desirable to carry out the provisions of this Agreement.

15.7    Attorneys' Fees.In case of any action or proceeding to compel compliance with, or for a breach of, the
provisions of this Agreement, the prevailing party shall be entitled to recover all costs of such action or proceeding, including, but not limited to, reasonable attorneys' fees and court costs as
determined by the court.

15.8    Governing Law.The laws of the State of Nevada shall govern the validity of this Agreement, the
construction of its terms, and the interpretation of the rights and duties of the Partners.

15.9    Loans.Any Partner may, only with the approval of the Partners or as provided by this Agreement, lend or
advance money to the Joint Venture. If any Partner shall make any loan or loans to the Joint Venture or advance money on its behalf, the amount of any such loan or advance shall not be treated as a
contribution to the capital of the Joint Venture, but shall be a debt due from the Joint Venture. The amount of any such loan or advance by a lending Partner shall be repaid in accordance

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with its terms or, after a Liquidating Event, as provided in Section 13.2. Except as otherwise provided herein, none of the Partners shall be obligated to make any loan or advance to the Joint
Venture.

15.10    Use of Walkways to Adjacent Property.Part of the Casino includes the utilization of space within walkways
over Fourth and Fifth Streets to the adjacent respective properties of MRG and ERLLC. Portions of the areas within the walkway structure are for the exclusive use of the adjacent properties of ERLLC
and MRG, and other portions are for the exclusive use of the Casino. The air space and the structural facility connecting the Casino to the adjacent property of MRG shall belong to MRG. The air space
and the structural facility connecting the Casino to the adjacent property of ERLLC shall belong to ERLLC. MRG and ERLLC agree that the portion of the walkway structure connecting to their respective
adjacent facilities intended to be utilized by the Casino as shown on the approved plans shall be leased to the Joint Venture on commercially reasonable terms. The Joint Venture shall be responsible
for all improvements, equipment, furniture and fixtures placed in such walkways which are utilized as part of the operation of the Casino as shown on the approved plans. All improvements, equipment,
furniture and fixtures placed on the walkway structures in areas which are for the exclusive use of ERLLC or MRG shall be paid by the respective entity utilizing such space.

15.11    Access to Adjacent Properties.Each of the Partners recognizes and acknowledges that the Casino has
reasonably equivalent entrances and access to each Partner's Affiliate's properties located generally north and south of the Casino and under no circumstances, including, without limitation, a buy-out
or dissolution, shall the Joint Venture or any successor in interest in any way hinder reasonable access to such entrances between the Casino and such Affiliate's property or otherwise interfere with
or claim control or ownership of the equipment or facilities servicing such Affiliate's adjacent property.

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IN WITNESS WHEREOF,the parties have entered into this Agreement on the      of September, 2001, effective as of January 1,
2001.

|ELDORADO LIMITED LIABILITY COMPANY
a Nevada limited liability company |  | GALLEON, INC.
a Nevada corporation
|--------------------------------------------------------------------- |  | ----------------------------------
|By:                                                                   |  | ELDORADO RESORTS LLC              
|                                                                      |  | Its:                              
|                                                                      |  | Its Managing Member               
|                                                                      |  | [By:                              
|                                                                      |  | By:                               
|                                                                      |  |                                   
|                                                                      |  | Its                               
|                                                                      |  | and                               
|                                                                      |  | [By:                              
|                                                                      |  | By:                               
|                                                                      |  |                                   
|                                                                      |  | Its                               

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Addendum        ALLOCATIONS

Terms not otherwise defined herein or in the Amended and Restated Agreement have the meanings set forth in Section A1.2(i).

A1.1    Allocations of Net Profits and Net Losses.For each taxable year or portion thereof, Net Profits and Net
Losses shall be allocated among the Partners in accordance with their Percentage Interests.

A1.2    Special Allocations.The following special allocations shall be made in the following order:



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A1.3    Curative Allocations.The allocations set forth in Sections A1.2(a), A1.2(b), A1.2(e) and A1.2(f) hereof
(the "Regulatory Allocations") are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, over the life of the Joint Venture
all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Joint Venture income, gain, loss, or deduction pursuant to this
Section A1.3. Therefore, notwithstanding any other provision of this Agreement (other than the

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Regulatory Allocations), the Managing Partner shall make such offsetting special allocations of Joint Venture income, gain, loss or deduction so that, after such offsetting allocations are made, each
Partner's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of the Agreement and all
Joint Venture items were allocated pursuant to Section A1.1 hereof. In making allocations under this Section A1.3, the Managing Partner shall take into account future Regulatory Allocations under
Section A1.2 that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section A1.2.

A1.4    Code Section 704(c) Allocations.



A1.5    Other Allocation Rules.



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EXHIBIT A  CAPITAL ACCOUNT BALANCES AS OF JANUARY 1, 2001

|Partner |  | Capital Account as of January 1, 2001
|------- |  | -------------------------------------
|E       |  | $                                    
|C       |  | $                                    

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