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                                                                    EXHIBIT 10.4

Confidential Treatment Requested; Portion Omitted Filed Separately with the
Securities and Exchange Commission

                                   TALL PINES
                     EXCLUSIVE LICENSE AND ROYALTY AGREEMENT

      This Tall Pines Exclusive License and Royalty Agreement (this "Agreement")
is entered into by Tall Pines Development Corporation, a Wisconsin Corporation
("Tall Pines") and The Great Lakes Companies, Inc., a Wisconsin corporation
("Great Lakes"). Tall Pines and Great Lakes are referred to collectively as the
"Parties" and each individually as a "Party".

                                   BACKGROUND

      Great Lakes and Tall Pines entered into a Development Agreement (Master)
dated October 5,1998 (the "Master Agreement"), as amended by Amendment to Master
Agreement, dated November 8,1999, which provided for the development by Great
Lakes of hotel facilities with indoor and outdoor water amenities similar to or
based on those of the Black Wolf Lodge Development located in Wisconsin Dells,
Wisconsin (now known as the "Great Wolf Lodge"). The Parties also entered into
certain Geographic Development Agreements under the Master Agreement relating to
specific Developments identified in EXHIBIT A (collectively, the "Geographic
Development Agreements"). Pursuant to the Master Agreement and the Geographic
Development Agreements, Tall Pines agreed, among other things, to disclose
certain Confidential Information (hereinafter defined) to Great Lakes for use by
Great Lakes and certain other parties in connection with the development,
ownership and operation of Developments and in consideration for the disclosure
of such Confidential Information, Great Lakes agreed to pay Tall Pines a fee
calculated as a percentage of Revenues (hereinafter defined) earned by the
Development(s).

      The Parties now wish to terminate the Master Agreement and the Geographic
Development Agreements and to replace those agreements with this Agreement.

The Parties agree as follows:

1.    DEFINITIONS.

      The following terms have the meanings indicated below:

      1.1   "ADJUSTED FOR INFLATION": Defined in Section 5.5.

      1.2   "AFFILIATE": With respect to any Person, any Person controlling,
            controlled by or under common control with, whether by virtue of
            ownership or otherwise, such Person. Affiliates of each Party
            include: (i) any direct or indirect partner, member or shareholder
            of such Party, and (ii) any Person that would constitute an
            Affiliate of any Person described in the immediately foregoing
            sentence. For purpose of this definition, the term "control"
            (including, with correlative meanings, the terms "controlling",
            "controlled by" or "under common control with") means the
            possession, direct or indirect, of the power to direct or cause the
            direction of the management and policies of a Person, whether
            through ownership of voting securities, by contract or otherwise.


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      1.3   "AVAILABLE ROOM": A sleeping room available on a daily basis to
            hotel guests for overnight rental.

      1.4   "BASE DEVELOPMENT FEES": Defined in Section 5.2.

      1.5   "CASH-ON-CASH RETURN ON EQUITY": For a given period, an amount equal
            to the product of one hundred (100) and a fraction, the numerator of
            which is the total cash earned by all owners of any equity interest
            in the relevant entity and the denominator of which is the total
            cash and non-cash capital contributions made to such entity to the
            date of calculation, stated as a percentage.

      1.6   "CONFIDENTIAL INFORMATION": All information that is or has been
            disclosed by Tall Pines, either orally or in writing, to Great Lakes
            in the performance of Tall Pines' duties and obligations under the
            Master Agreement or any Geographic Development Agreement, which
            relates io the Wisconsin Dells Lodge, including its operating
            systems, financial information, historical costs, historical
            revenues, historical expenses, or marketing programs.

      1.7   "DEFAULT RATE": A rate of interest equal to four (4) percentage
            points above the prime rate (as announced as of the first day on
            which the Default Rate is applicable by Citibank N.A., or its
            successor).

      1.8   "DESIGNEE": With respect to any Person, an Affiliate or permitted
            assignee of such Person, including any Person authorized by Great
            Lakes to develop, own, and/or operate a Development, whether
            pursuant to a license, franchise agreement, operating agreement, or
            other contract, agreement or arrangement.

      1.9   "DESIGNS": The plans, specifications, blueprints, drawings,
            appearance, layout, and developmental design of the Wisconsin Dells
            Lodge, inclusive of plans and specifications for associated Water
            Amenities.

      1.10  "DEVELOPMENT FEES": The Base Development Fees and Incentive
            Development Fees payable by Great Lakes to Tall Pines pursuant to
            Sections 5.2 and 5.3 of this Agreement, respectively.

      1.11  "DEVELOPMENT LOCATION": The site at which a Development is or is
            proposed to be located.

      1.12  "DEVELOPMENT": a Property that is developed by Great Lakes or its
            Designee.

      1.13  "DEVELOPMENT FEE PAYMENT PERIOD": A period commencing on the opening
            of a Development for business and, notwithstanding the Term of this
            Agreement, ending ten years thereafter, or such earlier date on
            which this Agreement is terminated because of a material, uncured
            breach by Tall Pines.

      1.14  "EFFECTIVE DATE": July 26, 2004.

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      1.15  "FISCAL YEAR": For each Development, the fiscal year used by Great
            Lakes or its Designee for such Development, as the same may be
            amended from time to time.

      1.16  "GROSS OPERATING PROFIT": For each Development, a sum equal to
            Revenues minus all expenses from operations (excluding depreciation,
            amortization, management fees, central reservation fees, real, and
            personal property taxes, leasehold rent paid, property insurance,
            replacement reserves, Development Fees and debt service) for a
            Fiscal Year. However, expenses that are directly related to revenues
            that are excluded from the definition of "Revenues" below (e.g.,
            expenses directly related to food and beverage sales) will also be
            excluded from the calculation of Gross Operating Profit.

      1.17  "INFLATION INDEX": The United States City Average Price Index for
            All Urban Consumers for all Items (Base Year 1982-1984), as
            published by the United States Department of Labor, Bureau of Labor
            Statistics from time to time.

      1.18  "INTERNATIONAL DEVELOPMENT": Any Development located outside of the
            United States (including its territories and possessions) or Canada.

      1.19  "ON-SITE CONSULTING": Consulting services provided by all or any of
            the Tall Pines Principals, at or in close proximity to any
            Development Location.

      1.20  "PERSON": A natural person or an entity.

      1.21  "PROPERTY": A property that includes long-term or short term
            dwelling units and that incorporates Water Amenities, regardless of
            the legal or financial structure employed, including hotels,
            resorts, condominiums, apartments, community associations, time
            shares, partnerships, vacation clubs, or other fractional ownership
            or similar arrangements.

      1.22  "REVENUES": (i) The total United States dollar equivalent amount
            earned by Great Lakes or its Designee from guest room revenues,
            revenue from forfeitures of room deposits, games, water park
            rentals and usage fees, and retail sales at a Development or the
            Developments, as the context requires, but not including revenues
            from food or beverage sales, telephones, meeting room rentals, or
            non-game vending revenues. In computing Revenues, no costs incurred
            in operating Developments or (except as set forth in this section
            1.22) in selling, advertising, promoting, or distributing any goods
            or services will be deducted from Revenues, nor will any deductions
            be made for uncollectible accounts, (ii) In the case of a
            Development which includes or consists of a condominium or
            fractional-interest condominium, Revenues will include the gross
            room revenue generated by all condominium units and
            fractional-interest units for which rental management agreements are
            entered into by Great Lakes or its Designee within 180 days of the
            original sales of such units, (iii) In the case of a Development
            which includes or consists of timeshare units, condominium units or
            fractional-interest condominium units for which rental management
            agreements are not entered into by Great Lakes or its Designee
            within 180 days of the original sales of such units

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            (collectively, the "Unmanaged Units"), Revenues will include the
            sales price for the Unmanaged Units sold by Great Lakes or its
            Designee (net of selling costs up to a maximum of thirty-five
            percent of the gross sales price), and gross room revenue generated
            by all timeshare units subject to timeshare rental management
            agreements with Great Lakes or its Designee. (iv) In the event Great
            Lakes, its Designee or a Great Lakes Affiliate, as the case may be,
            sells, transfers or assigns its right to manage a property, the
            consideration or value received shall be considered Revenue for
            purposes of this Agreement.

      1.23  "SANDUSKY DEVELOPMENT": The Great Wolf Lodge Development owned by an
            Affiliate of Great Lakes and located at 4600 Milan Road, Sandusky,
            Ohio.

      1.24  "SHEBOYGAN DEVELOPMENT": The Blue Harbor Resort(TM) Development
            owned by an Affiliate of Great Lakes and located at 725 Blue Harbor
            Drive, Sheboygan, Wisconsin.

      1.25  "TALL PINES PRINCIPALS": Andrew J. Waterman, John D. Waterman,
            Andrew W. Waterman, Ben C. Borcher, Judith A. Waterman, and Mary E.
            Waterman.

      1.26  "TERM": The period commencing on the Effective Date and ending on
            October 31, 2018.

      1.27  "TERRITORY": Worldwide.

      1.28  "TRAVERSE CITY DEVELOPMENT": The Great Wolf Lodge Development owned
            by an Affiliate of Great Lakes and located at 3575 North Highway
            31 South, Traverse City, Michigan.

      1.29  "VISIBLE COMMENCEMENT OF CONSTRUCTION": For a Development or a
            Property, the point in time at which, at a minimum, initial
            clearing, grading or other like processes shall have occurred on the
            site of the Development in accordance with plans and specifications
            submitted to and approved by the appropriate governmental
            authorities.

      1.30  "WATER AMENITIES": Large, water-based attractions commonly located
            in commercial water amusement parks, indoor or outdoor, including
            water slides, "lazy river" inner tube rides, and wave pools, but
            specifically excluding indoor and outdoor pools and related
            amenities (e.g. diving boards, water basketball equipment, water
            volleyball equipment, and personal flotation devices) commonly
            developed and operated by major hotel or motel chains, or the
            franchisees of same.

      1.31  "WILLIAMSBURG DEVELOPMENT": The Great Wolf Lodge Development owned
            by an Affiliate of Great Lakes and located at 559 East Rochambeau
            Drive, Williamsburg, Virginia.

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      1.32  "WISCONSIN DELLS LODGE": The hotel development with Water Amenities
            owned by an Affiliate of Great Lakes and located at 1400 Great Wolf
            Drive, Lake Delton, Wisconsin.

2.    GRANT OF LICENSE; RIGHTS OF THE PARTIES; DEVELOPMENTS.

      2.1   Tall Pines grants to Great Lakes an irrevocable, exclusive (except
            as otherwise set forth in Section 2.4 of this Agreement), perpetual,
            world-wide license to use the Confidential Information.

      2.2   The Parties agree that as between them, Great Lakes (a) except as
            otherwise may be set forth expressly herein, has the exclusive right
            to construct, establish, develop, open, own, operate and maintain
            Properties, anywhere in the world and (b) has exclusive rights to
            use the Confidential Information and Designs. Great Lakes may cause
            all or any of its rights under this Agreement to be assigned to, or
            its obligations under this Agreement to be performed by, its
            Designee or Designees, but the rights and obligations of Designees
            are subject to the terms of this Agreement.

      2.3   The Parties acknowledge and agree that in consideration for the
            payments and obligations described in the Master Agreement and this
            Agreement and for other good and valuable consideration. Great Lakes
            has acquired all intellectual property rights in or pertaining to
            the Designs, including copyright.

      2.4   Neither Tall Pines nor its principals, agents, affiliates, or
            assigns, shall use or make available to any third party the Designs
            or, during the Term, any Confidential Information, for any purpose,
            except that, during the Term, Tall Pines or the Tall Pines
            Principals may use Confidential Information (but not the Designs) as
            follows: (i) other than in connection with the development of a
            Property; (ii) in connection with a Property developed in accordance
            with Section 2.6 of this Agreement; (iii) in connection with the
            operation of a "Moose Jaw" brewpub and restaurant in Lake Delton,
            Wisconsin, and a "Timber Falls" miniature golf and outdoor thrill
            ride attraction in Wisconsin Dells, Wisconsin; and (iv) in
            connection with the design and manufacture of furniture. Nothing in
            this Agreement shall be construed to prohibit or limit the rights of
            the Tall Pines Principals to continue as investors in the Copacabana
            resort in Lake Delton, Wisconsin. The limitations on the use of
            Confidential Information applicable to Tall Pines and its
            principals, agents, affiliates and assigns that are set forth in
            this Section 2.4 shall not apply to Andrew W. Waterman from and
            after the day that is five (5) years after the Effective Date

      2.5   "RIGHTS AGAINST THIRD PARTIES": Great Lakes shall have full right
            and authority to take all appropriate measures at Great Lakes'
            expense to enforce, throughout the world, all ownership rights
            associated with the Confidential Information, on its own behalf and
            on behalf of Tall Pines. Upon written request from and at the sole
            cost and expense of Great Lakes, Tall Pines shall join in and
            reasonably

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            cooperate with respect to any such measures from time-to-time. Tall
            Pines shall have no right to approve the selection of Great Lakes'
            legal counsel or other advisors or consultants used in connection
            with such measures, nor of the measures employed or not employed,
            nor the manner in which employed. However, Tall Pines may, upon
            written request, receive copies of written communications and
            documents related to such measures. In the event Tall Pines becomes
            a party to any enforcement or declaratory judgment action related to
            measures undertaken by Great Lakes pursuant to this Section 2.5,
            Tall Pines may choose its own legal counsel and Great Lakes shall
            indemnify it for the reasonable fees and costs, including reasonable
            legal fees and expert witnesses it incurs in such action; provided,
            however, that in no event shall Great Lakes be required to indemnify
            Tall Pines for any fees or costs incurred in connection with the
            defense of a legal action arising out of the wrongful action of Tall
            Pines or any of the Tall Pines Principals.

      2.6   "LIMITED RIGHT OF TALL PINES TO DEVELOP PROPERTIES": If Tall Pines
            or the Tall Pines Principals wish to develop a Property, such
            Property must be at least 200 miles (unless otherwise waived by
            Great Lakes) from the nearest Development, and the right of Tall
            Pines or the Tall Pines Principals to develop the proposed Property
            will be subject to the right of first refusal of Great Lakes
            provided for in this Section. If Tall Pines wishes to develop a
            Property in accordance with this Section, it must first give
            written notice to Great Lakes (a "TP Property Notice"), setting
            forth the location of the proposed Property, the anticipated date on
            which the Property will open for business, and other pertinent
            information (including a description of the proposed Property).
            Great Lakes will have a right of first refusal to develop a
            Development at the location specified in the TP Property Notice, or
            at any other location within 200 miles of such location, which right
            must be exercised by Great Lakes by delivering written notice of
            such exercise (an "Exercise Notice") to Tall Pines within ninety
            (90) days following receipt of the TP Property Notice. If Great
            Lakes has not delivered an Exercise Notice within such ninety (90)
            day period, then Tall Pines (or the Tall Pines Principals) may
            commence development qf the proposed Property at the location
            specified in the TP Property Notice; provided, however, that the
            Designs shall not be used in connection with the development of such
            Property, nor shall Tall Pines, the Tall Pines Principals, nor such
            Property in any way infringe upon the intellectual or other property
            rights of Great Lakes including, the registered and unregistered
            trademark rights and copyrights associated with Great Lakes' Great
            Wolf Lodge(R) and Blue Harbor Resort (TM) resort brands. If Great
            Lakes does not commence Visible Commencement of Construction and
            continue progress in developing the proposed Property at the
            specified location within two (2) years following delivery of the TP
            Property Notice, then Tall Pines (or the Tall Pines Principals) may
            commence development of the proposed Property at the location
            specified in the TP Property Notice within four (4) years following
            delivery of the TP Property Notice. If Tall Pines (or the Tall Pines
            Principals) does not commence Visible Commencement of Construction
            of the proposed Property at the specified location within two (2)
            years following delivery of the TP Delivery Notice, or within four
            (4) years following such delivery in the event that Great Lakes
            fails to

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            commence Visible Commencement of Construction in the timeframe
            specified hereinabove, then the right of Tall Pines (or the Tall
            Pines Principals) to develop a Property at the proposed location
            will once again be subject to the right of first refusal of Great
            Lakes under this Section. The limitations on Tall Pines and its
            principals, agents, affiliates and assigns that are set forth this
            Section 2.6 shall not apply to Andrew W. Waterman from and after the
            day that is five (5) years after the Effective Date.

3.    RESPONSIBILITIES OF GREAT LAKES.

      3.1   Great Lakes or its Designee will be solely responsible for the
            designation, location, construction, establishment, development,
            opening, operation and maintenance of each Development, except as
            specifically noted below.

      3.2   Great Lakes will be solely responsible to do the following in
            connection with each of its Developments (whether directly or
            through contractual arrangements with others if and to the extent
            Great Lakes deems necessary or prudent):

            (a)  Establish and execute a program to designate, locate, develop,
            open and operate the Development;

            (b)  Identify and evaluate potential Development Locations for the
            Development, including performing all market studies and analyses
            in connection therewith;

            (c)  Secure all contracts, government approvals, permits and other
            rights necessary to acquire rights to the Development Location for
            the establishment and operation of the Development;

            (d)  Ensure compliance with all local, state and federal
            governmental rules, ordinances, statutes, regulations and other
            requirements for the establishment and operation of the Development,
            including zoning, title, survey, utility, geotechnical,
            environmental and other requirements;

            (e)  Manage, maintain and operate the Development and coordinate
            its construction and design, including selecting and supervising
            contractors and managing the ordering and installation of
            furnishings, fixtures and equipment;

            (f)  Develop projections for occupancy, rate, development cost,
            debt and operating expenses to develop financial projections and
            proformas for the Development;

            (g)  Negotiate and secure all financing for the Development;

            (h)  Provide in-house and on-site construction management services
            for the Development;

            (i)  Develop and execute a marketing plan for the Development;

            (j)  Hire and train staff for the Development; and

            (k)  Provide ongoing property management and asset management for
            the Development.


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4.    TALL PINES ASSISTANCE.

      4.1   RESPONSIBILITIES OF TALL PINES. To enable Great Lakes to enjoy the
            benefits of this Agreement and establish and open and operate the
            Developments, Tall Pines will, at the written request of Great
            Lakes, use its best efforts to do all of the following:

            (a)   Assist Great Lakes in the physical planning and programming of
            each Development including layout, design, configuration,
            furnishing, and all other relevant factors;

            (b)   Assist Great Lakes in developing operating, marketing and
            merchandising plans for each Development; and

            (c)   Assist Great Lakes in developing operating proformas for each
            Development.

      4.2   ON-SITE CONSULTING. Tall Pines agrees, upon the written request of
            Great Lakes, to provide On-Site Consulting for subsequent
            Developments developed by Great Lakes, at a rate of one hundred
            dollars ($ 100.00) per hour, per person performing such On-Site
            Consulting, plus the payment or reimbursement of Tall Pines
            Principals' reasonable out-of-pocket expenses incurred in connection
            therewith for lodging, meals and travel (excluding first class air
            fare), payable within thirty (30) days after an invoice for such
            fees is issued by Tall Pines.

      4.3   CONTROL OF TALL PINES. Tall Pines represents and warrants that, as
            of me Effective Date, the Tall Pines Principals have absolute,
            unfettered discretion to manage the affairs of Tall Pines and that
            no other Person holds any approval or veto rights over any decision
            of Tall Pines.

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      4.4   LIMITATIONS. Great Lakes will have exclusive rights and
            responsibilities with respect to the designation, approval,
            construction, development, opening, operation, financing or
            marketing of the Developments other than as specifically set forth
            in this Section 4. Neither Tall Pines nor any Tall Pines Principal
            will be required to make any cash or cash equivalent investment or
            execute any personal guarantee, security agreement or similar
            collateral or performance agreement, in connection with any
            Development.

5.    STATEMENTS AND PAYMENTS.

      5.1   CONSULTING FEES. Great Lakes will pay to Tall Pines and/or the Tall
            Pines Principals, as requested by Great Lakes, consulting fees for
            consulting services requested by Great Lakes in writing, at the rate
            provided in Section 4.2.

      5.2   BASE DEVELOPMENT FEES. In consideration of, among other things, the
            matters enumerated in 2.1,2.2 and 2.3, Great Lakes agrees that for
            each Development developed by Great Lakes or its Designee, Great
            Lakes will pay to Tall Pines the following Base Development Fees:

            (a)   The Base Development Fees for each of the Developments will be
            an amount equal to one percent (1 %) of annual Revenues of each
            Development, except as provided in Sections 5.2(b), (c) and (d).
            Unless otherwise agreed in writing, the Base Development Fees for
            each Development shall be paid for the duration of the applicable
            Development Fee Payment Period notwithstanding the expiration or
            termination of this Agreement, except in the case of termination by
            Great Lakes under Section 7.2 as a result of a material, uncured
            breach by Tall Pines.

            (b)   In the case of any International Development in which Great
            Lakes and its Affiliates collectively own 25% or less of the common
            equity interests, the Base Development Fees for such International
            Development will be an amount equal to one-half of one percent
            (0.5%) of annual Revenues of that Development. Such Base Development
            Fees shall be paid for the term of the applicable Development Fee
            Payment Period, notwithstanding the expiration or termination of
            this Agreement, except in the case of termination by Great Lakes
            under Section 7.2 as a result of a material, uncured breach by Tall
            Pines.

            (c)   The Base Development Fees for the Sandusky Development, the
            Traverse City Development, and the Williamsburg Development are
            specified in EXHIBIT C and payable during the term of the
            Development Fee Payment Period for each such Development
            notwithstanding the expiration or termination of this Agreement,
            except in the case of termination by Great lakes under Section 7.2
            as a result of a material, uncured breach by Tall Pines.

            (d)   No Base Development Fees or other Development Fees will be
            payable with respect to the Wisconsin Dells Lodge or the Sheboygan
            Development.

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            (e)   The Base Development Fees for each Development open for
            business prior to the Effective Date will be payable through the
            date specified for that Development on EXHIBIT B, except in the case
            of termination by Great Lakes under Section 7.2 as a result of a
            material, uncured breach by Tall Pines

            (f)   In the case of any Development owned and operated by Great
            Lakes or one of its Affiliates or a Designee and open for business
            after the Effective Date, the Base Development Fees shall be payable
            during the Development Fee Payment Period applicable to such
            Development Development Fees shall be payable to Tall Pines
            notwithstanding any assignment, transfer, sale, merger or any
            corporate restructuring and shall be due and payable by Great Lakes
            to Tall Pines and shall, unless otherwise agreed in writing be due
            and payable notwithstanding any assumption of responsibility by a
            third party.

            (g)   If Great Lakes enters into an agreement with a Designee that
            gives the Designee the right to terminate payments to Great Lakes or
            one of its Affiliates prior to the tenth anniversary of the
            commencement of such payments, and the Designee exercises its right
            to terminate such payments, then Great Lakes may request in writing
            that Tall Pines consent to the termination of the obligations to
            make payments of Development Fees for such Development. Tall Pines
            hereby expressly consents to the termination of Great Lakes and its
            Designee's obligations to make payments of Development Fees for the
            Niagara Falls Development upon the expiration or earlier termination
            of a certain License Agreement dated January 30, 2004, between Great
            Lakes, as licensor, and Jim Pattison Entertainment Ltd., as
            licensee, provided that one-third of any termination fee or similar
            payment or payments received by Great Lakes in connection with such
            termination shall be paid to Tall Pines.

            (h)   The Base Development Fees for each, Development will be
            payable monthly, in arrears, within thirty (30) days after the end
            of each month.

      5.3   INCENTIVE DEVELOPMENT FEES. Incentive Development Fees will be
            payable with respect to the Sandusky Development, in accordance with
            EXHIBIT C.

      5.4   CURRENCY. All sums referred to in this Agreement will be payable in
            U.S. dollars. If payments are due on Revenues earned in any foreign
            country, Great Lakes will be responsible for converting the amounts
            into U.S. dollars, and Great Lakes will be responsible for all
            costs, if any, associated with such conversion.


      5.5   INFLATION ADJUSTMENTS. Whenever any provision of this Agreement
            requires that an amount be Adjusted for Inflation, such adjustment
            will be based on the Inflation Index. The amount of the adjustment
            will be determined by multiplying the amount to be adjusted by a
            fraction, the denominator of which is the Inflation Index for the
            month in which the Effective Date occurs and the numerator of which
            is the Inflation Index for the month immediately prior to the month
            for which the adjustment for inflation is to be made. If the
            Inflation Index is discontinued, then there will be substituted
            therefore a comparable index for use

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            in calculating changes in the cost of living or purchasing power of
            consumers published by any other governmental agency, major bank,
            financial institution, or university or by another recognized
            financial publication, with such adjustments as are reasonably
            necessary to produce substantially the same results as would have
            been obtained under the unavailable index.

      5.6   INTEREST. If any payment required to be made under this Agreement is
            not paid when due, Great Lakes will pay to Tall Pines interest on
            the delinquent payment at the Default Rate until such payment is
            made, in addition to any other remedy available to Tall Pines.

      5.7   STATEMENTS. On or before the thirtieth (30th) day after the end of
            each calendar  quarter during the Term, regardless of
            whether any Revenues have been earned during the reporting period,
            Great Lakes will submit to Tall Pines a full and accurate statement
            showing the amount, by category, of Revenues for each of the
            Developments open for business during such quarter, including a
            break-out by Development, and such other information relevant to
            Development Fees as Tall Pines may reasonably require. All such
            quarterly statements will be certified as complete and accurate, to
            the best knowledge of Great Lakes' Chief Financial Officer.

      5.8   REPORTS. Annually, within one hundred twenty (120) days of the end
            of each Fiscal Year during the Term and within one hundred twenty
            (120) days after the end of the Fiscal Year immediately following
            the expiration or termination of this Agreement, Great Lakes will
            deliver to Tall Pines an annual statement covering the operation of
            the Developments for the period then ended, prepared in accordance
            with U. S. Generally Accepted Accounting Principles, consistently
            applied, and certified as accurate, to the best knowledge of Great
            Lakes' Chief Financial Officer.

      5.9   RECORDS. Great Lakes will keep accurate books of account and records
            in a form reasonably acceptable to Tall Pines covering transactions
            relating to each of its Developments. Tall Pines will have the right
            to examine or audit any or all such books of account and records and
            to make copies and extracts therefrom, all at Tall Pines' sole cost
            and expense. Great Lakes will provide Tall Pines with reasonable
            access to such books and records during normal business hours. Great
            Lakes will cause such books and records to be maintained for a
            period of at least two (2) years or such longer period as may be
            required by law, except that if a dispute arises between Great Lakes
            and Tall Pines prior to the expiration of any such two (2) year
            period relating to the content of such books and records or any
            payments for the time period reflected in such books and records,
            then Great Lakes will maintain such books and records until the
            dispute is resolved.

      5.10  DISCREPANCIES. If any audit conducted by or on behalf of Tall Pines
            concerning a Development owned and operated by Great Lakes discloses
            an underpayment to Tall Pines of any amount due and payable to Tall
            Pines under this Agreement, Tall Pines will give notice of the
            amount of such underpayment to Great Lakes,

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            and Great Lakes will either (a) promptly pay the amount of the
            underpayment, together with interest thereon at the Default Rate
            computed from the date the payment was originally due and, if the
            amount of such underpayment is five percent (5%) or more, together
            with the reasonable costs of the audit which disclosed the
            underpayment; or (b) promptly dispute the amount of or existence of
            any underpayment and/or the reasonableness of the costs of such
            audit, and promptly (i) pay to Tall Pines any undisputed amount of
            the underpayment, together with interest thereon at the Default Rate
            computed from the date the payment was originally due, and (ii) pay
            into escrow any disputed portion of the amount Tall Pines alleges
            was underpaid, together with interest thereon at the Default Rate
            computed from the date the payment was originally due, until such
            dispute is resolved.

      5.11  OPENING DATE. Great Lakes will notify Tall Pines of the opening of a
            Development for business, within ten (10) days after the opening.

6.    GOVERNMENT APPROVALS.

      Great Lakes or its Designee will make or obtain, at its expense, all
      necessary or appropriate government filings, approvals, applications,
      and/or registrations with respect to construction and operation of the
      Developments and will promptly furnish Tall Pines with copies of such
      documentation upon written request. Each Development will be constructed,
      established, opened, operated maintained and marketed in compliance with
      all applicable laws and regulations.

7.    TERMINATION; REMEDIES.

      7.1   TALL PINES' RIGHTS TO TERMINATE. Tall Pines will have the right to
            immediately terminate this Agreement and/or to pursue all remedies
            available at law or in equity if:

            (a)   Great Lakes breaches its payment obligation under this
            Agreement, and such breach is not cured within sixty (60) days after
            receipt of written notice of the breach from Tall Pines; or

            (b)   Great Lakes breaches one of its material obligations under
            this Agreement (other than its payment obligation), and such breach
            is not cured within ninety (90) days after receipt by Great Lakes of
            written notice of the breach from Tall Pines (or, if the breach
            reasonably requires more than ninety (90) days to cure, if Great
            Lakes does not commence action to cure the breach within ninety (90)
            days after receipt of the written notice of the breach or does not
            thereafter promptly and continuously work to remedy and cure the
            breach).

      7.2   GREAT LAKES' RIGHTS TO TERMINATE. Great Lakes will have the right to
            immediately terminate this Agreement and/or to pursue all remedies
            available at law or in equity if Tall Pines breaches one of its
            material obligations under this Agreement, and such breach is not
            cured within ninety (90) days after receipt by

                                       12

<PAGE>

            Tall Pines of written notice of the breach from Great Lakes (or, if
            the breach reasonably requires more than ninety (90) days to cure,
            if Tall Pines does not commence action to cure the breach within
            ninety (90) days after receipt of the written notice of the breach
            or does not thereafter promptly and continuously works to remedy and
            cure the breach).

      7.3   SALE OF DEVELOPMENT. If Great Lakes (or one of its Affiliates
            including Designees) sells, transfers, assigns or otherwise disposes
            of a controlling interest in a Development (whether by sale of stock
            or other equity interests in an Affiliate, sale of assets, or
            merger) (the "Sale"), the acquirer of such controlling interest in
            the Development (the "Acquirer") must expressly assume in writing
            the obligations of Great Lakes to pay Development Fees with respect
            to that Development through the Development Fee Payment Period which
            is or would otherwise be payable for that Development in accordance
            with the terms of this Agreement and provided further, Great Lakes
            shall not be released from monetary liability under this Agreement
            and shall continue to be obligated to Tall Pines as if the Sale
            never took place unless Tall Pines releases, in writing, Great Lakes
            from that obligation. It is the intent of the Parties that any
            successor, purchaser or assignee to Great Lakes' interests hereunder
            be obligated to continue the payments of Development Fees to Tall
            Pines. Tall Pines shall receive the Development Fees and Consulting
            Fees notwithstanding a Sale, merger, transfer, assignment or any
            other transaction which would effectively transfer Great Lakes'
            rights in whole or in part to a third party or separate entity.

      7.4   "CLOSURE": In the event Great Lakes closes a Development, the
            Development shall no longer be considered a "Development" for
            purposes of this Agreement, and Great Lakes may, subject to the
            provisions of this Agreement, make such other use or disposition of
            the land and all improvements thereon as Great Lakes shall see fit;
            provided, however, that in the event that the Development is closed
            in accordance with the provisions of this section and the land
            formerly constituting a part of the Development is used for any
            other profit seeking purpose by Great Lakes (but not by any lender
            taking title by foreclosure or deed in lieu of foreclosure or by any
            successor to such lender) within the period commencing on the date
            of closure and ending at the end of the Development Fee Payment
            Period, Great Lakes shall promptly pay to Tall Pines a termination
            fee in an amount equal to the present value of a cash flow stream
            commencing on the date of closure of such Development and ending at
            the end of the Development Fee Payment Period comprised of monthly
            payments equal in amount to the mean of the monthly Development fees
            for such Development paid during the final twelve(12) months of
            operation of the Development, discounted at an annual rate equal to
            two percentage points above the prime rate (as announced by
            Citibank, N.A. or its successor, on the date of closure of the
            Property).

      7.5   POST-EXPIRATION. Upon the expiration or earlier termination of this
            Agreement, Great Lakes will have complete discretion concerning the
            acquisition, development, design, operation, disposition and
            cessation of operation of each of its current Developments and any
            future Developments, anywhere in the world,

                                       13

<PAGE>

            without any restriction or payment obligations to Tall Pines;
            provided, however, that Great Lakes obligations (or the obligations
            of any third parties) to Tall Pines per this Agreement to pay
            Development Fees during the remaining Development Fee Period(s)
            applicable to such Development(s) open for business, prior to the
            expiration or termination of this Agreement shall continue.

8.    INDEMNIFICATION AND INSURANCE.

      8.1   INDEMNIFICATION BY GREAT LAKES. Great Lakes shall defend, indemnify
            and hold harmless Tall Pines and its officers, directors, agents,
            employees, successors, assigns and Tall Pines Principals from and
            against any and all claim, demands, causes of action, damages,
            costs, and expenses (including reasonable attorneys' fees) to the
            extent caused by the acts or omissions of, or failure to perform
            under this Agreement, by Great Lakes, its contractors or consultants
            or anyone directly or indirectly employed or controlled by any of
            them.

      8.2   INDEMNIFICATION BY TALL PINES. Tall Pines shall defend, indemnify
            and hold harmless Great Lakes and its officers, directors, agents,
            employees, successors - and assigns from and against any and all
            claims, demands, causes of action, damages, costs, and expenses
            (including reasonable attorneys' fees) to the extent caused by the
            failure of Tall Pines to perform under this Agreement.

      8.3   INSURANCE. Great Lakes shall maintain during the Term, at its sole
            expense, one or more policies of insurance with insurers with a
            Best's Key Rating of A or better, covering comprehensive general
            liability, property damage, product liability, personal injury
            liability, host liquor liability and such other insurance as shall
            be required by applicable laws or regulations with minimum limits of
            coverage deemed appropriate by Great Lakes in the exercise of its
            reasonable business judgment. Great Lakes shall provide Tall Pines
            with Certificates of Insurance evidencing the same covering each of
            Great Lakes' Developments within thirty (30) days of the opening of
            such Development.

9.    NOTICES.

      Whenever it is provided in this Agreement that any payment, notice,
      demand, request, consent, approval, declaration or other communication
      ("Notice") must or may be given or served or whenever any such
      communication is desired to be given with respect to this Agreement, each
      such Notice must be in writing and either must be delivered in person with
      receipt acknowledged or by a recognized next-day mail service with
      significant delivery operations in the localities of all required senders
      and recipients (and a copy must also be transmitted by facsimile),
      addressed as follows:

            If to Great Lakes:          The Great Lakes Companies, Inc.
                                        122 West Washington Ave., 10th Floor
                                        Madison, WI53703
                                        Attention: General Counsel
                                        Fax:(608) 251-6800

                                       14

<PAGE>

     With a copy to:                    King & Spalding, LLP
                                        191 Peachtree Street
                                        Atlanta, GA 30328
                                        Attention: William G. Roche
                                        Fax:(404)572-5146

     If to Tall Pines:                  Tall Pines Development Corporation
                                        411 Alcan Drive
                                        Baraboo, WI53913
                                        Attention: Andrew J. Waterman
                                        Fax:(608)254-7672

     With a copy to:                    Foley & Lardner LLP
                                        Box 1497
                                        Madison, WI 53701
                                        Attention: David Walsh, Esq.
                                        Fax: 608-258-4269

The obligation to give any Notice required under this Agreement may be waived in
writing by the Party entitled to receive such Notice. The date the facsimile
copy of such Notice is sent will not constitute the effective date of such
Notice, but rather Notice under this Agreement will be deemed to have been duly
given or served on the date on which personally delivered or delivered by such
recognized next-day mail service, with receipt acknowledged, whichever date is
earlier.

10.   MISCELLANEOUS.

      10.1  NO JOINT VENTURE. Nothing contained in this Agreement will be
            construed as creating a relationship of principal and agent,
            partnership, or joint venture. Great Lakes will have no power or
            right to obligate or bind Tall Pines in any manner whatsoever, and
            Tall Pines will have no power or right to obligate or bind Great
            Lakes in any manner whatsoever. The Parties agree not to contend to
            the contrary or to attempt to enforce any contrary intentions in any
            court. In addition, no Party will represent to third parties that it
            is an agent, partner or joint venturer of the other.

      10.2  ASSIGNMENT. This Agreement may not be assigned, transferred,
            licensed, mortgaged, or otherwise encumbered by either Party in any
            manner, by operation of law or otherwise, without the prior written
            approval of the other Party; provided, however, as follows: (i) this
            Agreement may be collaterally assigned to a lender by Great Lakes
            without consent provided notice and reasonable information on the
            terms that are provided to Tall Pines after written request; or (ii)
            this Agreement may be assigned to any Affiliate of Great Lakes
            without the consent of Tall Pines (but Great Lakes will provide
            notice and reasonable

                                       15

<PAGE>

            information on the terms to Tall Pines of any such assignment after
            written request); or (iii) this Agreement maybe assigned by Great
            Lakes in connection with any sale or transfer of all or
            substantially all of its assets, whether by merger or sale of assets
            or otherwise (including a sale), in which case Great Lakes shall
            give Tall Pines timely notice of its intent to assign this Agreement
            and reasonable evidence the assignee has assumed the
            responsibilities and is capable of complying with the said
            responsibilities of this Agreement; or (iv) this Agreement may be
            assigned by either Tall Pines or its principals (as their interests
            appear) to a family member of the principals including by sale or to
            a trust for the benefit of a family member and may be assigned as
            collateral by the Tall Pines Principals and family members. Any
            attempt by a Party otherwise to assign or transfer any part or all
            of this Agreement without the other Party's prior written approval
            will be void ab initio and will constitute a material breach of this
            Agreement.

      10.3  MERGER AND INTEGRATION. This Agreement constitutes the entire
            agreement of the Parties with respect to the subject matter hereof
            and supersedes all prior written or oral agreements,
            representations, or understandings, including the Master Agreement
            and the Geographic Development Agreements entered into under the
            Master Agreement. The Master Agreement and the Geographic
            Development Agreements are hereby terminated, and each of such
            agreements shall have no further force or effect.

      10.4  AMENDMENT. This Agreement may not be modified except in writing
            signed by the Parties.

      10.5  CHOICE OF LAW. This Agreement will be governed by and interpreted in
            accordance with the laws of the State of Wisconsin. If any dispute
            arises out of or in connection with this Agreement, the Parties
            consent to jurisdiction and venue in the United States District
            Court for the Western District of Wisconsin or Dane County Circuit
            Courts. The Parties each consent to jurisdiction of such court. The
            prevailing Party in any litigation between the Parties will be
            entitled to recover reasonable litigations costs and attorneys' fees
            from the nonprevailing Party.

      10.6  HEADINGS. Headings and other captions contained in this Agreement
            are for reference purposes only and do not interpret, define or
            limit the scope, extent or intent of this Agreement or any provision
            of this Agreement.

      10.7  [Reserved..]

      10.8  COUNTERPARTS. This Agreement may be executed in any number of
            counterparts, each of which will be deemed an original, but all of
            which will constitute one and the same instrument.

      10.9  SURVIVAL. (a) The provisions of the following Sections will
            expressly survive the expiration of the Term of this Agreement: 2.1,
            2.2, 2.3, 2.4, 2.5, 2.6, 5.8 (for a period of one year only), 5.9,
            5.10, 8.1, 8.2, 10.5, 10.12, 10.14, 10.16, 10.17, 10.18, and 10.19.

                                       16

<PAGE>

                        (b) The provisions of the following Sections will
            expressly survive the termination of this Agreement by Tall Pines
            because of a material, uncured default by Great Lakes: 2.1, 2.2,
            2.3, 2.5, 5.1, 5.2, 5.3, 5.6, 5.7 (for a period expiring one year
            after the last payment is due to Tall Pines hereunder (the "SURVIVAL
            DATE")), 5.8 (for a period expiring on the Survival Date), 5.9,
            5.10, 7.3, 8.1, 8.2, 10.5, 10.12, 10.14, 10.16, 10.17, 10.18 and
            10.19.

                        (c) The provisions of the following Sections will
            expressly survive the termination of this Agreement by Great Lakes
            because of a material, uncured default by Tall Pines: 2.1, 2.2, 2.3,
            2.4, 2.5, 2.6, 5.9, 5.10, 8.1, 8.2, 10.5, 10.12, 10.14, 10.16,
            10.17, 10.18 and 10.19.

      10.10 FORCE MAJEURE. No party will be deemed to be in default of any of
            its obligations under this Agreement to the extent that the
            performance thereof is delayed or rendered impossible by acts of
            God, war, civil commotion, governmental action, fire, storm, flood,
            explosion, strikes, walkouts, other industrial disturbances,
            inability to obtain raw materials from usual sources or any other
            cause, whether of the same or different nature, which is beyond its
            reasonable control.

      10.11 INTERPRETATION. Whenever possible, each provision or portion of any
            provision of this Agreement will be interpreted in such manner as to
            be effective and valid under applicable law, but if any provision or
            portion of any provision of this Agreement is held to be invalid,
            illegal or unenforceable in any respect under any applicable law or
            rule in any jurisdiction, such invalidity, illegality or
            unenforceability will not affect any other provision or portion of
            any provision in such jurisdiction, and this Agreement will be
            reformed, construed and enforced in such jurisdiction as if such
            invalid illegal or unenforceable provision or portion of any
            provision had never been contained in this Agreement. The "term
            including" means, "including, without limitation" whenever used in
            this Agreement. All Section references are to sections in this
            Agreement, unless otherwise specified.

      10.12 BINDING EFFECT. This Agreement will bind the Parties and their
            respective parents, subsidiaries, affiliates, heirs, successors and
            assigns.

      10.13 NO WAIVER. The failure of either Party to exercise any right, power
            or remedy provided under this Agreement or otherwise available at
            law or in equity, or to insist upon compliance by the other Party
            with its obligations under this Agreement, and any custom or
            practice of the Parties at variance with the terms of this
            Agreement, will not constitute a waiver by such party of its rights
            to exercise any such or other right, power or remedy or to demand
            such compliance. Any of the terms or conditions of this Agreement
            may be waived in writing at any time by the Party that is entitled
            to the benefits thereof.

      10.14 BENEFIT. This Agreement is not intended to be for the benefit of,
            and will not be enforceable by, any person who or which is not a
            party to this Agreement.

                                       17

<PAGE>

      10.15 FURTHER ASSURANCES. Each Party will attend meetings, execute further
            documents and agreements and do all other things reasonably required
            to carry out the terms and conditions of this Agreement in
            accordance with its true intent.

      10.16 REPRESENTATIONS. Each Party represents and warrants to the other
            Party that (a) it is a corporation duly organized, validly existing
            and in good standing under the laws of the jurisdiction of its
            incorporation indicated in the description of the parties appearing
            at the beginning of this Agreement; (b) this Agreement has been duly
            authorized by all necessary corporate action, and has been duly
            executed, attested and delivered by authorized signatories of that
            party; and (c) it has all necessary corporate power and capacity to
            enter into this Agreement and to perform its obligations under this
            Agreement.

      10.17 FEES AND EXPENSES. In the event of disputes between the parties
            and/or their respective assigns, including a Purchaser, Affiliate or
            Designee, the prevailing party shall be entitled to reasonable
            attorneys' fees, costs and expenses including expert fees incurred
            in enforcing the terms and provisions of this Agreement and the
            non-prevailing party shall pay said fees, costs and expenses within
            five (5) business days of there being a final decision or
            non-appealable judgment of such disputes.

      10.18 CONFIDENTIALITY.

            (a)   Tall Pines will not use or disclose any of the confidential
            information of Great Lakes disclosed in connection with this
            Agreement (including results of operations of any of the
            Developments and plans with respect to future Developments) without
            the prior express written consent of Great Lakes; provided, however,
            that Tall Pines may disclose the confidential information of Great
            Lakes, as may be reasonably necessary, to the legal and financial
            advisors to Tall Pines or any of the Tall Pines Principals, and to
            lenders and prospective lenders to Tall Pines or any of the Tall
            Pines Principals, if such parties are informed of and agree to be
            bound by the obligations of confidentiality set forth in this
            Section.

            (b)   The obligations of confidentiality hereunder shall survive the
            termination or expiration of this Agreement.

      10.19 NO KNOWLEDGE OF DEFAULT. Each party represents to the other that it
            has no knowledge of (a) any default by either party under the Master
            Agreement nor any of the Geographic Development Agreements; (b) any
            fact or circumstance that would have been reasonably likely to
            result in a default under the Master Agreement or any of the
            Geographic Development Agreements (in the absence of this
            Agreement); or (c) any fact or circumstance that would constitute a
            default under this Agreement or that is reasonably likely to result
            in a default under this Agreement.

                                       18

<PAGE>

                  IN WITNESS WHEREOF, the Parties hereto have executed this
      Agreement as of the 25th day of July, 2004.

                                        TALL PINES DEVELOPMENT
                                        CORPORATION

                                        By: /s/ Andrew W. Waterman
                                           ---------------------------
                                        Name:
                                        Title:

                                        /s/ Andrew J. Waterman
                                        ------------------------------
                                        ANDREW J. WATERMAN

                                        /s/ John D. Waterman
                                        ------------------------------
                                        JOHN D. WATERMAN

                                        /s/ Judith A. Waterman
                                        ------------------------------
                                        JUDITH A. WATERMAN

                                        /s/ Mary E. Waterman
                                        ------------------------------
                                        MARY E. WATERMAN

                                        /s/ Andrew W. Waterman
                                        ------------------------------
                                        ANDREW W. WATERMAN

                                        /s/ Ben Borcher
                                        ------------------------------
                                        BEN BORCHER

                                        THE GREAT LAKES COMPANIES, INC.

                                        BY: /s/ Bruce D. Neviaser
                                           --------------------------
                                        Name: BRUCE D. NEVIASER
                                        Title: CHAIRMAN

                                       19

<PAGE>

                                    EXHIBIT A

                       GEOGRAPHIC DEVELOPMENT AGREEMENTS

1.    GEOGRAPHIC DEVELOPMENT AGREEMENT (SANDUSKY DEVELOPMENT) DATED OCTOBER 5,
      1998.

2.    GEOGRAPHIC DEVELOPMENT AGREEMENT (TRAVERSE CITY DEVELOPMENT) DATED MARCH
      1, 2002.

3.    GEOGRAPHIC DEVELOPMENT AGREEMENT (KANSAS CITY DEVELOPMENT) DATED MAY 23,
      2002.

                                       20

<PAGE>

                                    EXHIBIT B

<TABLE>
<CAPTION>
                               DATE ON WHICH DEVELOPMENT FEES ARE NO
DEVELOPMENT                    LONGER PAYABLE
----------------------------------------------------------------------
<S>                            <C>
WISCONSIN DELLS, WI            N/A (NO DEVELOPMENT FEES PAYABLE)
----------------------------------------------------------------------
SANDUSKY, OHIO                 MARCH 1, 2011
----------------------------------------------------------------------
TRAVERSE CITY, MICHIGAN        APRIL 1, 2013
----------------------------------------------------------------------
KANSAS CITY, KANSAS            JUNE 1, 2013
----------------------------------------------------------------------
SHEBOYGAN, WISCONSIN           N/A (NO DEVELOPMENT FEES PAYABLE)
----------------------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------------
</TABLE>

                                       21

<PAGE>

                                    EXHIBIT C
                    BASE DEVELOPMENT FEES AND INCENTIVE FEES

1.    Base Development Fees - Sandusky, Traverse City and Williamsburg.

      The Base Development Fees for the Sandusky Development and the Traverse
      City Development will be two percent (2%), and the Base Development Fees
      for the Williamsburg Development will be one and three quarters percent
      (1.75%).

2.    Incentive Development Fees - Sandusky.

      Incentive Development Fees will be payable with respect to the Sandusky
      Development, consisting of the Tier-One Incentive Development Fee and the
      Tier-Two Incentive Development Fee.

      The Tier-One Incentive Development Fee will be an amount equal to
      one-percent (1%) of, Revenues earned from the Sandusky Development, over
      and above the Base Development Fees for the Sandusky Development, due and
      payable for a Fiscal Year when:

            (a)  Revenues per Available Room for the Sandusky Development exceed
            *** dollars ($***) per day for such Fiscal Year, Adjusted for
            Inflation,

            (b)  Gross Operating Profit for the Sandusky Development exceeds ***
            percent (***%) for such fiscal Year; and

            (c)  The Sandusky Development earns a minimum Cash-on-Cash Return on
            Equity of *** percent (***%) for such Fiscal Year. If only item (c)
            above is achieved for a Fiscal Year with respect to the Sandusky
            Development, Tall Pines will be entitled to payment of one-half
            (1/2) of the Tier-One Incentive Development Fee for such Fiscal
            Year.

            The Tier-Two Incentive Development Fee will be an amount equal to
            one percent (1%) of Revenues earned from the Sandusky Development
            over and above the Base Development Fees and Tier-One Incentive
            Development Fees for the Sandusky Development, due and payable for a
            Fiscal Year when:

            (d)  Revenues per Available Room for the Sandusky Development
            exceeds *** dollars ($***) per day for such Fiscal Year, Adjusted
            for Inflation;

            (e)  Gross Operating Profit for the Sandusky Development exceeds ***
            percent (***%) for such Fiscal Year; and

            (f)  The Sandusky Development earns a minimum Cash-on-Cash Return on
            Equity of *** percent (***%) for such Fiscal Year.

*** - Confidential treatment requested - omitted and filed separately with the
      Commission.


                                       22

<PAGE>

            The Incentive Development Fees will be payable annually, in arrears,
            within forty-five (45) days following the end of each Fiscal Year
            for the Sandusky Development. The Incentive Development Fees will be
            payable through the date specified on EXHIBIT B for the Sandusky
            Development.

                                     23