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                                                                    EXHIBIT 10.2

                              DEVELOPMENT AGREEMENT

         THIS DEVELOPMENT AGREEMENT is made as of the 30th day of July, 2003, by
and among the CITY OF SHEBOYGAN, WISCONSIN, A WISCONSIN MUNICIPAL CORPORATION
and THE REDEVELOPMENT AUTHORITY OF THE CITY OF SHEBOYGAN, WISCONSIN AND THE
GREAT LAKES COMPANIES, INC., A WISCONSIN CORPORATION AND BLUE HARBOR RESORT
SHEBOYGAN, LLC, A WISCONSIN LIMITED LIABILITY COMPANY AND BLUE HARBOR RESORT
CONDOMINIUM, LLC, A DELAWARE LIMITED LIABILITY COMPANY.

                                    RECITALS

         (i) The Authority owns certain land (the "Authority Land") generally
shown on Exhibit A attached hereto.

         (ii) The Authority and the City desire to have the Authority Land
developed in phases, with the first phase to contain among other things a hotel,
water park, convention center, parking areas, condominiums and other associated
improvements all of which are more particularly described below.

         (iii) The Developer and the Resort LLC and the Condominium LLC have
agreed to construct portions of the first phase and to undertake certain other
duties and responsibilities with respect to that first phase.

         NOW, THEREFORE, in consideration of the recitals and mutual agreements
herein set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. PROJECT OVERVIEW. Capitalized terms used in this Paragraph 1 are
defined in Paragraph 2 below. The Authority Land is a unique parcel fronting on
both the Sheboygan River and Lake Michigan. Both the City and the Authority
believe that the interests of the people of Sheboygan would be best served by
development of the Authority Land under a single, coherent plan calling for a
mix of compatible structures and uses within a common landscape designed to give
the entire parcel its own distinct and attractive style. The development of the
Authority Land will provide additional tourism opportunities for the City and
the Authority as well as the people and businesses of Sheboygan. The plan
(hereinafter sometimes referred to as the "South Pier Project") is to proceed in
phases. The first phase of the South Pier Project, hereinafter referred to as
the Convention Center-Resort-Condominium Phase, is the subject of this
Development Agreement. The Convention Center-Resort-Condominium Phase comprises
essentially four elements:

                  (a) The Convention Center Project (convention center and
parking lot) to be constructed on a portion of the Authority Land known as the
Convention Center Site;

                  (b) A hotel and water park Resort Project to be constructed on
a portion of the Authority Land known as the Resort Site;

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                  (c) A 64-unit Condominium Project to be constructed on a
portion of the Authority Land known as the Condominium Site; and

                  (d) Various Public Improvements which are infrastructure
elements and utilities to support and serve the entire South Pier Project and
which include, without limitation, reinforcement of the existing seawall,
construction of a riverfront promenade, public streets, lighting, and other
improvements.

         Provided all of the conditions precedent and other requirements
contained within this Development Agreement are met or waived in writing by the
party or parties entitled to waive them, the Convention
Center-Resort-Condominium Phase in very general terms will be structured and
transacted as follows:

                  (e) The Authority will enter into a Resort Ground Lease with
Resort LLC for the property referred to herein as the Resort Site on which the
Resort Project will be constructed;

                  (f) The Developer and/or the Resort LLC will construct the
hotel and water park on the Resort Site;

                  (g) The Authority will enter into a Condominium Ground Lease
with Condominium LLC for the property referred to herein as the Condominium Site
on which the Condominium Project will be constructed;

                  (h) The Developer and/or Condominium LLC will construct 64
condominium units for sale to individual condominium unit owners and the
associated parking on the Condominium Site;

                  (i) The resort (hotel and water park) will be owned by Resort
LLC, while the land on which they are situated will be owned by the Authority
and leased to the Resort LLC under the Resort Ground Lease referred to above,
and the condominium units will be owned by Condominium LLC (with individual
units being sold to individual condominium unit owners), while the land on which
they are situated will be owned by the Authority and leased to the Condominium
LLC under the Condominium Ground Lease;

                  (j) The Developer and/or the Resort LLC will construct the
convention center and a parking lot on the Convention Center Site;

                  (k) The Authority will own the Convention Center Site and the
City will own the Convention Center Project; and

                  (l) The City will construct, install, and provide the Public
Improvements and pay for the same out of the City's own funds;

                  (m) The Developer and/or the Resort LLC will pay all costs
incurred in constructing, furnishing, and equipping the Resort Project from a
combination of their own funds

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and proceeds of loan(s) obtained by them from a mortgage lender selected by
them and the proceeds of a loan from the City in an amount not to exceed
$4,000,000.00;

                  (n) The Developer and/or the Condominium LLC will pay all
costs incurred in constructing, furnishing, and equipping the Condominium
Project from a combination of their own funds and proceeds of a loan obtained by
them from a first mortgage lender selected by them;

                  (o) The Developer and/or the Resort LLC will pay all costs
incurred in constructing, furnishing, and equipping the Convention Center
Project from funds disbursed by the City for construction, furnishing and
equipping of the Convention Center Project in an amount not to exceed
$8,200,000.00, and to the extent the costs incurred exceed $8,200,000.00, from
its own funds (unless the cost overruns are the result of changes to the
Convention Center Project requested by the City, which cause the total cost of
constructing, furnishing and equipping the Convention Center Project to exceed
$8,200,000.00, as described in Paragraph 44 below);

                  (p) The City will enter into a Convention Center Operating
Lease with the Resort LLC, under the terms of which the Resort LLC will lease
the Convention Center Project, but not the Convention Center Site, and will
operate the Convention Center Project, and will be required, among other things,
to make the convention center available to groups and entities desiring to rent
similar convention facilities in the State of Wisconsin and other states;

                  (q) To encourage the use of the convention center, the Resort
LLC will be required to use reasonable efforts to operate the hotel and the
Condominium Project in such a way as to maximize the availability of hotel rooms
and condominium units for use not only by leisure travelers, but also by
potential conventions and in that regard, the Resort LLC will be required to
make the rooms in the resort hotel available to the general public and except as
otherwise set forth in Paragraph 49 below, make all condominium units available
to the general public as hotel rooms;

                  (r) Because the Public Improvements, the convention center and
its amenities, including the parking areas, although owned by the City,
substantially benefit and enhance both the Resort Project and the Condominium
Project, the Resort LLC will enter into a Reimbursement Agreement with the City
in which it will agree to repay the City for the full amount of the City's
$4,000,000.00 loan to the Resort LLC for the Resort Project and also reimburse
the City for a portion of the costs incurred by the City in making the Public
Improvements; and

                  (s) The obligations of the Resort LLC under the Reimbursement
Agreement and the Convention Center Operating Lease will be secured by a second
mortgage and security agreement on the Resort Project, and in addition, the
Developer and certain principals of the Developer will be required to be
Guarantors of the Resort LLC's payment obligations under the Reimbursement
Agreement and the Convention Center Operating Lease.

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         2. DEFINITIONS. As used in this Agreement, the following terms shall
have the following meanings:

                  (a) "Affiliate" means: (i) a person or an entity that directly
or indirectly controls, or is controlled by, or is under common control with,
Developer or Resort LLC or Condominium LLC; or (ii) a person or entity that
directly or indirectly beneficially owns or holds any ownership interest in
Developer; or (iii) a person or entity that directly or indirectly beneficially
owns or holds any ownership interest in Resort LLC or Condominium LLC; or (iv)
any entity in which Developer or Resort LLC or Condominium LLC have an ownership
interest; or (v) any person or entity that is an officer or director or member
of Developer; or (vi) any person or entity that is an officer or director or
member of Resort LLC or Condominium LLC. As used in this definition, the term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a person or entity,
whether through the ownership of voting securities, by contract or otherwise.
For the purposes of subparagraphs 2(a)(iii) and (vi), the term "Affiliate" does
not include an individual person who owns a 1% or less interest in Resort LLC or
Condominium LLC as long as such person is solely a passive investor in Resort
LLC or Condominium LLC, does not control or manage Resort LLC or Condominium LLC
or Developer, is not involved in any way in the operations of the Resort Project
or the Condominium Project, is not a shareholder, officer, director or employee
of Developer, and as long as such person does not fall within the definition of
Affiliate contained in subparagraphs 2(a)(i), (ii), (iv) and (v).

                  (b) "Authority" means: The Redevelopment Authority of the City
of Sheboygan, Wisconsin, its successors and assigns.

                  (c) "City" means: The City of Sheboygan, Wisconsin, a
Wisconsin municipal corporation, its successors and assigns.

                  (d) "City Convention Center Funds" means: Funds to be
disbursed by the City in an amount not to exceed $8,200,000.00, to be used in
connection with the construction, furnishing and equipping of the Convention
Center Project. The City Convention Center Funds are discussed more fully in
Paragraph 44 below.

                  (e) "City Loan" means: A loan from the City to the Resort LLC
in an amount not to exceed $4,000,000.00. The proceeds of the City Loan will be
used first, to fund the Condominium Completion Escrow described in Paragraph 40
below, and the balance may be used by the Resort LLC in connection with the
Resort Project. The City Loan is discussed more fully in Paragraph 9 below.

                  (f) "Condominium Closing" means: The date on which the
Condominium Lender's loan is closed and all conditions to the commencement of
the disbursement of the Condominium Lender's loan have been satisfied.

                  (g) "Condominium Completion Date" means: For each Phase of the
Condominium Project, 12 months following the date of commencement of
construction of such Phase.

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                  (h) "Condominium Cost Breakdown" means: A current completion
and draw schedule and cost breakdown of construction and non-construction cost
items (i.e., a line-item budget), clearly identifying development, construction,
furnishing, equipping, financing, contingency and all other direct and indirect
costs of development of the Condominium Project in accordance with the Plans for
the Condominium Project.

                  (i) "Condominium Ground Lease" means: The ground lease of the
Condominium Site between the Authority as lessor and the Condominium LLC as the
lessee. The Condominium Ground Lease is more fully discussed in Paragraph 6
below.

                  (j) "Condominium Lender" means: The first mortgage lender
making the initial construction/permanent loan for the Condominium Project in an
amount not to exceed the cost of the Condominium Project as shown in the
Condominium Cost Breakdown, its successors and assigns.

                  (k) "Condominium LLC" means: Blue Harbor Resort Condominium
LLC, a Delaware limited liability company, its successors and assigns. Blue
Harbor Resort Condominium LLC is a single-asset entity which was formed by
Developer for the purpose of initially owning the Condominium Project.

                  (l) "Condominium Project" means: The portion of the Convention
Center-Resort-Condominium Phase located on the Condominium Site comprised of the
following: (i) 64 condominium units located in 16 two-story buildings containing
four condominium units each, and (ii) a total of 96 surface parking spaces
serving the condominium units, and (iii) furnishing and equipping of the
condominium units, and (iv) landscaping of the Condominium Site, installation
and hook-up of all utility services in the Condominium Site, installation of
benches, seating and trash receptacles in the Condominium Site identical to
those installed at the Convention Center Site and/or as part of the Public
Improvements, and installation of lighting in the Condominium Site identical to
the lighting installed in the Convention Center Site and/or as part of the
Public Improvements, and (v) filling and grading of the Condominium Site. The
Condominium Project may be developed in phases (each of which is referred to
herein as a "Phase") as shown on Exhibit C and as described in Paragraph 40
below. Each Phase of the Condominium Project shall be comprised of the
following: four condominium units in one, 2-story building, a total of six
surface parking spaces serving the condominium units, and each of the elements
of the Condominium Project listed in this Paragraph 2(l)(iii) through (v)
located within the Phase. It is understood that not all Phases of the
Condominium Project may be constructed, as described in Paragraph 40 below.

                  (m) "Condominium Site" means: The land described on Exhibit C
attached hereto.

                  (n) "Construction Manager" means: The construction manager
hired by the Resort LLC to manage construction of the Convention Center Project
under a guaranteed maximum price contract.

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                  (o) "Convention Center Completion Date" means: July 31, 2004.

                  (p) "Convention Center Cost Breakdown" means: A current
completion and draw schedule and cost breakdown of construction and
non-construction cost items (i.e., a line-item budget), clearly identifying
development, construction, furnishing, equipping, contingency and all other
direct and indirect costs of development of the Convention Center Project in
accordance with the Plans for the Convention Center Project.

                  (q) "Convention Center Operating Lease" means: The Convention
Center Operating Lease between the City, as owner/lessor of the Convention
Center Project and the Resort LLC, as lessee of the Convention Center Project,
under the terms of which the Resort LLC agrees to lease and operate the
Convention Center Project. The Convention Center Operating Lease is more fully
discussed in Paragraph 7 below.

                  (r) "Convention Center Project" means: The portion of the
Convention Center-Resort-Condominium Phase located on the Convention Center Site
comprised of the following: (i) a minimum 1,000-person capacity (classroom-style
seating), a minimum 29,000 square foot convention center, and (ii) an
approximately 7,500 square foot, full-service, sit-down restaurant designed to
serve the general public and convention center, and (iii) the passageway
connecting the convention center to the Resort Project, and (iv) a surface
parking lot containing the number of parking spaces shown on the City-approved
planned unit development for use by the owners, occupants and guests of the
Resort Project and the Convention Center Project, and (v) installation and
hook-up of all utility services in the Convention Center Site, landscaping of
the public areas within the Convention Center Site, installation of benches and
seating and trash receptacles in the public areas in the Convention Center Site,
installation of lighting in the Convention Center Site, and (vi) filling and
grading of the Convention Center Site, and (vii) furnishing and equipping of the
convention center, restaurant and all other improvements on the Convention
Center Site. The restaurant located on the Convention Center Site shall not be a
fast-food restaurant.

                  (s) "Convention Center Site" means: The land described on
Exhibit D attached hereto.

                  (t) "Developer" means: The Great Lakes Companies, Inc., a
Wisconsin corporation, its successors and assigns.

                  (u) "General Contractor" means: The general contractor hired
by each of the Resort LLC and the Condominium LLC in connection with
construction of each of the Resort Project and the Condominium Project.

                  (v) "Guaranteed Property Tax Payment" means: The amount of
real estate and personal property taxes the Resort LLC has guaranteed will be
generated by the Resort Project and/or the Condominium Project and paid to the
City as of October 1 of each year during the term of the Reimbursement Agreement
as shown on Exhibit F attached hereto, in connection with the Resort Project and
the Condominium Project, on account of real estate and personal property taxes
levied and/or assessed in connection with the Resort Project and the

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Condominium Project in the calendar year immediately preceding the calendar year
of the said October 1 Guaranteed Property Tax Payment due date.

                  (w) "Guaranteed Room Tax Payment" means: The amount of room
taxes and City Condominium Payments the Resort LLC has guaranteed will be
generated by the Resort Project and/or the Condominium Project, as the case may
be, and paid to the City as of October 1 of each year during the term of the
Convention Center Operating Lease as shown on Exhibit G attached hereto, in
connection with the operations of the Resort Project and the Condominium Project
for the immediately preceding 12-month period, commencing October 1 in the
calendar year immediately preceding the calendar year of the said October 1
Guaranteed Room Tax Payment due date and continuing up to said October 1
Guaranteed Room Tax Payment due date.

                  (x) "Guarantors" means: The Great Lakes Companies, Inc. and
each member of the Board of Directors of The Great Lakes Companies, Inc.
identified in Paragraph 12 (c) below, their successors and assigns, each of whom
shall guarantee the payment of the Resort LLC's monetary obligations under the
Reimbursement Agreement and the Convention Center Operating Lease. The
Guaranties are more fully discussed in Paragraph 11 below.

                  (y) "Guaranty Deposit" means: At Developer's option, either an
unconditional, irrevocable letter of credit in the amount of $1,000,000.00 or a
cash deposit in the amount of $1,000,000.00, to be held by or for the benefit of
the City, to guarantee payment of Resort LLC's monetary obligations under the
Reimbursement Agreement and the Convention Center Operating Lease. The Guaranty
Deposit is more fully discussed in Paragraph 11 below.

                  (z) "Lease Obligations" means: (a) the Guaranteed Room Tax
Payment, and (b) all reasonable costs, expenses and attorneys fees at any time
paid or incurred by the City before and after judgment and during any bankruptcy
proceedings in enforcing its rights to and collecting all or any part of the
Guaranteed Room Tax Payment.

                  (aa) "Minor Modification" as used in connection with the
Resort Project means: A change or modification where all of the following apply:
(i) the change or modification will not result in any line item of the approved
Resort Cost Breakdown increasing or decreasing by more than $200,000.00; and
(ii) the change or modification will not cause the aggregate cost of the Resort
Project as shown in the approved Resort Cost Breakdown to decrease by more than
$500,000.00 or increase by more than $1,000,000.00; and (iii) any decrease in
the Resort Cost Breakdown will not cause the covenant contained in Paragraph
14(z) of this Agreement with respect to the Resort Project to be untrue; and
(iv) Resort LLC shall have deposited with the Title Company any amounts required
to be deposited pursuant to Paragraph 9 in order to keep the construction loan
and the City Loan in balance. "Minor Modification" as used in connection with
the Convention Center Project means: A change or modification where all of the
following apply: (v) the change or modification will not result in any line item
of the approved Convention Center Cost Breakdown increasing or decreasing by
more than 10% of such line item or $100,000.00, whichever is less; and (vi) the
change or modification will not cause the aggregate cost of the Convention
Center Project as shown in the approved Convention Center Cost Breakdown to
increase or decrease by more than $100,000.00; and (vii) any decrease in the
cost of the Convention Center Project as shown in the approved Convention

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Center Cost Breakdown will not cause the covenant contained in Paragraph 14(z)
of this Agreement with respect to the Convention Center Project to be untrue;
and (viii) the Resort LLC shall have deposited with the Title Company any
amounts required to be deposited pursuant to Paragraph 44 in order to keep the
City Convention Center Funds in balance.

                  (bb) "Net Cash Flow" means: The difference between the gross
revenues from operation of the Resort Project and the Convention Center Project,
plus that portion of the net cash flow from the Condominium Project (i.e., gross
revenues from the Condominium Project less operating expenses allocated to the
Condominium Project and less debt service on the Condominium Lender's loan), not
paid to the individual condominium unit owners in connection with their
investment in the Condominium Project, minus (i) taxes paid to the City in
connection with the Resort Project (including without limitation sales taxes and
any other taxes on revenues of the Resort Project), and (ii) reasonable
operating expenses of the Resort Project and the Convention Center Project, and
(iii) debt service on the Resort Lender's loan. For the purposes of calculating
Net Cash Flow, debt service on any loan other than the Resort Lender's loan with
respect to the Resort Project and the Condominium Lender's loan with respect to
the Condominium Project shall not be included in the calculation of operating
expenses or debt service of the Resort Project or the Convention Center Project
or the Condominium Project. The parties understand and agree that the City's
rights to payment of the Real Estate and Personal Property Tax Shortfall and the
Room Tax Shortfall are not subordinate to payment of any amounts to any lender
of the Resort Project or the Condominium Project or the Convention Center
Project other than the Resort Lender and/or the Condominium Lender. The City's
rights to the payment of real estate and personal property taxes and room taxes
and any other taxes and any City Condominium Payments are not subordinate to
payment of any amounts due any lender, including without limitation, the Resort
Lender and the Condominium Lender. For purposes of calculating Net Cash Flow,
any of the fees, expenses and commissions payable to Developer, the Resort LLC,
the Condominium LLC and/or any of their Affiliates or any other member of Resort
LLC or Condominium LLC shall not be included in the calculation of operating
expenses of the Resort Project or the Condominium Project or the Convention
Center Project, it being understood by the parties that the payment of any such
fees, expenses and commissions are subordinate to the City's rights to payments
under the Reimbursement Agreement and the Convention Center Operating Lease and
the Developer and the Resort LLC and the Condominium LLC shall, if requested by
the City, enter into a subordination agreement with respect to such fees,
expenses and commissions; provided, however, the Resort LLC may include in the
calculation of operating expenses a fee for operating a central reservation
facility for the Resort Project and the Condominium Project in an amount not to
exceed two percent of gross revenues of the Resort Project and net revenues
received by Resort LLC in connection with the Condominium Project.

                  (cc) "Plans" as used in connection with the Resort Project and
the Condominium Project means: All plans and specifications for the Resort
Project and the Condominium Project, which Plans for the Resort Project and the
Condominium Project must show all improvements now located or to be located on
the Condominium Site and the Resort Site, the footprint of all improvements and
the square footage of all improvements, all easements, pathways, exterior
boundary lines, walkways, parking and circulation areas, adjoining public
streets and alleys, utilities, exits and entrances, all signage, benches, curbs,

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gutters, sidewalks, landscaping, medians and street lighting, all materials to
be used in construction, all exterior finishes, the number of rooms, the number
of stories in the hotel, the water park, and arcade. The Plans for the Resort
Project and the Condominium Project must show building sections and elevations,
describe room and space sizes, plan arrangement of rooms and functional spaces,
exterior elevations, the stacking of floors, a narrative description of all
structural systems, mechanical systems, electrical systems and any specialty
systems. The Plans for the Resort Project and the Condominium Project must be in
sufficient detail to permit the General Contractor for each of the Resort
Project and the Condominium Project to enter into a guaranteed maximum price
construction contract for each of the Resort Project and the Condominium
Project. In addition, the Plans for the Resort Project and the Condominium
Project shall contain at least the level of detail that would be contained in
plans and specifications created in the schematic design phase of a project. If
the Resort LLC or the Developer provide plans to the Resort Lender which are
more detailed than the Plans for the Resort Project as described in this
subparagraph (cc), then the Resort LLC or the Developer shall make the more
detailed plans available to the City for review at the Resort Project. If the
Condominium LLC or the Developer provide plans to the Condominium Lender which
are more detailed than the Plans for the Condominium Project as described in
this subparagraph (cc), then the Condominium LLC or the Developer shall make the
more detailed plans available to the City for review at the Resort Project.

         "Plans" as used in connection with the Convention Center Project means:
All plans and specifications for the Convention Center Project, which Plans for
the Convention Center Project must show all improvements now located or to be
located on the Convention Center Site, the footprint of all improvements and the
square footage of all improvements, all easements, pathways, exterior boundary
lines, walkways, parking and circulation areas, adjoining public streets and
alleys, utilities, exits and entrances, all signage, benches, curbs, gutters,
sidewalks, landscaping, medians and street lighting, all materials to be used in
construction, all interior and exterior finishes, the number of rooms, the
number of stories in the convention center, the plans for the restaurant, and
all other interior improvements and amenities. The Plans for the Convention
Center Project must show building sections and elevations, describe room and
space sizes, plan arrangement of rooms and functional spaces, exterior
elevations, the stacking of floors and all construction elements, a narrative
description of all structural systems, mechanical systems, electrical systems
and any specialty systems. The Plans for the Convention Center Project must be
in sufficient detail to permit the Construction Manager to enter into a
guaranteed maximum price construction contract for the Convention Center Project
with respect to the hard cost components of the Convention Center Project and
all other elements of the Convention Center Project that the City determines are
subject to public bidding laws, rules, regulations and ordinances. In addition,
the Plans for the Convention Center Project shall contain at least the level of
detail that would be contained in plans and specifications created in the
schematic design phase of a project. If the plans for the Resort Project
provided to or required by the Resort Lender are more detailed than the Plans
for the Resort Project as described in this subparagraph (cc), then the term
"Plans" as used in connection with the Convention Center Project shall mean
plans containing the same level of detail as the plans for the Resort Project
provided to or required by the Resort Lender, but in no event shall the Plans
for the Convention Center Project contain a level of detail less than that
described above in this subparagraph (cc) for the Convention Center Project.

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         "Plans" means collectively, the Plans for the Resort Project, the Plans
for the Condominium Project and the Plans for the Convention Center Project.

                  (dd) "Project Cost Breakdown" means: Collectively, the Resort
Cost Breakdown and the Condominium Cost Breakdown and the Convention Center Cost
Breakdown.

                  (ee) "Public Improvements" means: The reinforcement of the sea
wall, construction of a riverfront promenade, construction of public streets
within the South Pier District, installation of storm and sanitary sewer and
water mains to the boundaries of the rights-of-way adjacent to the Resort Site,
Condominium Site and Convention Center Site, coordination of all other utility
services to the boundaries of the rights-of-way adjacent to the Resort Site,
Condominium Site and the Convention Center Site, lakefront beach restoration,
rough grading and seeding of undeveloped areas of the South Pier District,
planting of vegetation in undeveloped areas of the South Pier District,
installation of lighting in undeveloped areas of the South Pier District,
demolition of all improvements currently located in the Convention Center Site,
Resort Site and Condominium Site and at the City's and/or Authority's option,
demolition of certain improvements in other areas of the South Pier District.
The Public Improvements are shown on Exhibit E attached hereto.

                  (ff) "Real Estate and Personal Property Tax Shortfall" means:
For each year during the term of the Reimbursement Agreement, the difference
between (i) the Guaranteed Property Tax Payment due on October 1 of each year
during the term of the Reimbursement Agreement as shown on Exhibit F attached
hereto, minus (ii) an amount equal to the real estate and personal property tax
payments actually received by the City for the Resort Project and the
Condominium Project on account of real estate and personal property taxes levied
and/or assessed in connection with the Resort Project and the Condominium
Project in the calendar year immediately preceding the calendar year of the said
October 1 Guaranteed Property Tax Payment due date.

                  (gg) "Reimbursement Agreement" means: The agreement between
the City and the Resort LLC under the terms of which Resort LLC shall agree to
pay back the City Loan to the City and agree to reimburse the City for a portion
of the costs incurred by the City in making the Public Improvements. The
Reimbursement Agreement is more fully discussed in Paragraph 10 below.

                  (hh) "Reimbursement Obligations" means: (a) the Guaranteed
Property Tax Payment, and (b) all reasonable costs, expenses and attorneys fees
at any time paid or incurred by the City before and after judgment and during
any bankruptcy proceedings in enforcing its rights to and/or in collecting all
or any part of the Guaranteed Property Tax Payment.

                  (ii) "Reserve Fund" means: At Resort LLC's option, either an
unconditional, irrevocable letter of credit in the amount of $500,000.00 or a
cash deposit in the amount of $500,000.00, or a combination of the two totaling
$500,000.00 in the aggregate, to be held by or for the benefit of the City, to
guarantee Resort LLC's monetary obligations under the Reimbursement Agreement
and the Convention Center Operating Lease. A portion of the

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Reserve Fund will be deposited by the Resort LLC in an amount equal to the
difference obtained by subtracting $500,000.00, minus the dollar amount of the
room taxes received by the City from the Resort Project and the Condominium
Project, if any, for the calendar year 2004. It is the Resort LLC's intention to
obtain such funds from the Friends of Sheboygan but it is the Resort LLC's
obligation to deposit the funds or a letter of credit or a combination of both
into the Reserve Fund regardless of whether the funds or letter of credit or
combination of both come from the Friends of Sheboygan or the Resort LLC. If the
City received room taxes from the Resort Project and/or the Condominium Project
in the calendar year 2004, then the balance of the Reserve Fund will be funded
with 10% of the room tax revenues from the Resort Project and the Condominium
Project collected in the calendar years beginning in 2004 and continuing each
year thereafter until an amount equal to the dollar amount of the room taxes
received by the City from the Resort Project and the Condominium Project in
calendar year 2004 has been deposited into the Reserve Fund. The Reserve Fund is
more fully discussed in Paragraph 11 below.

                  (jj) "Resort Closing" means: July 31, 2003. "Resort and
Convention Center Funding Date" means: the date of satisfaction of all
conditions precedent to the City's disbursement of the City Loan and the City's
starting to disburse the City Convention Center Funds, as described in Paragraph
48 below, which shall be not later than September 30, 2003.

                  (kk) "Resort Completion Date" means: July 31, 2004.

                  (ll) "Resort Cost Breakdown" means: A current completion and
draw schedule and cost breakdown of construction and non-construction cost items
(i.e., a line-item budget), clearly identifying development, construction,
financing, furnishing, equipping, contingency and all other direct and indirect
costs of development of the Resort Project in accordance with the Plans for the
Resort Project.

                  (mm) "Resort Ground Lease" means: The ground lease of the
Resort Site between the Authority as lessor and the Resort LLC as the lessee.
The Resort Ground Lease is more fully discussed in Paragraph 5 below.

                  (nn) "Resort Lender" means: The lender holding the first
mortgage loan and making the initial construction/permanent loan for the Resort
Project secured by a first mortgage on the Resort Project in an amount not to
exceed $29,500,000.00, and any first mortgage lender involved at any time in any
subsequent refinancing of said loan, their successors and assigns. It is
understood that the term "Resort Lender" is intended to include all first
mortgage lenders involved in all subsequent refinancings related to the initial
construction/permanent loan or subsequent first mortgage refinancings which
trace back to the original first mortgage construction /permanent loan and their
successors and assigns. The term "Resort Lender" is also intended to include any
first mortgage lender which finances the Resort Project following a foreclosure
or acceptance by a lender of a deed-in-lieu of foreclosure and any subsequent
first mortgage refinancings of such lender's loan, and their successors and
assigns.

                  (oo) "Resort LLC" means: Blue Harbor Resort Sheboygan, LLC, a
Wisconsin limited liability company, its successors and assigns. Blue Harbor
Resort Sheboygan, LLC shall be an entity formed solely for the purpose of owning
the Resort Project (and no other real or

                                       11
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personal property other than cash or cash equivalents held in connection with
the Resort Project), leasing and operating the Convention Center Project, and
managing the Condominium Project and for the purpose of complying with all terms
and conditions of the Resort Ground Lease, the Convention Center Operating
Lease, the Reimbursement Agreement, the Restrictive Covenants and Easement
Agreement and this Development Agreement.

                  (pp) "Resort Project" means: The portion of the Convention
Center-Resort-Condominium Phase located on the Resort Site and comprised of the
following: (i) a three and one-half story, suite-room hotel containing not less
than 180 suites, and (ii) an approximately 33,000 square foot indoor water park,
and (iii) an approximately 16,000 square foot family entertainment center and
support space, and (iv) at least one sit-down restaurant which will not be a
fast-food restaurant, and (v) all landscaping of the Resort Site, installation
and hook-up of all utility services in the Resort Site, installation of benches,
seating and trash receptacles in the Resort Site identical to those installed in
the Convention Center Site and/or as part of the Public Improvements, and
installation of lighting in the Resort Site identical to the lighting installed
in the Convention Center Site and/or as part of the Public Improvements, and
(vi) filling and grading of the Resort Site, and (vii) furnishing and equipping
of the hotel, water park, restaurant and all other improvement on the Resort
Site. The Resort Project shall at all times be a conventional, first-class,
year-round, resort hotel (i.e., not a condominium hotel) and water park.

                  (qq) "Resort Site" means: The land described on Exhibit B
attached hereto.

                  (rr) "Restrictive Covenants and Easement Agreement" means: A
restrictive covenant and reciprocal use, maintenance and easement agreement
among the City, the Authority, the Resort LLC, the Condominium LLC and the
Developer with respect to the non-exclusive use by the parties of ingress and
egress points to and from the various elements of the Resort Project and the
Condominium Project and the Convention Center Project, use of the parking lots,
sidewalks and roadways within the various elements of the Resort Project and the
Condominium Project and the Convention Center Project, use of the Public
Improvements, the connections among and the use of the various utility services
serving the various elements of the Resort Project and the Condominium Project
and the Convention Center Project, party walls, use of the passageway connecting
the convention center to the hotel, use of the various common areas of the
Resort Project and the Condominium Project and the Convention Center Project and
limiting the use of the Resort Project and the Condominium Project and the
Convention Center Project, requiring uniformity of design of the improvements
located in the public and common areas such as lighting, landscaping, benches,
signage, trash receptacles, and sidewalks and prohibiting modifications to the
Resort Project and/or the Condominium Project and/or the Convention Center
Project as described in the Plans, and containing certain restrictions with
respect to management and operation of the Resort Project and the Convention
Center Project, and use of Net Cash Flow. The Restrictive Covenants and Easement
Agreement is more fully discussed in Paragraph 8 below.

                  (ss) "Room Tax Shortfall" means: For each year during the term
of the Convention Center Operating Lease (or the Reimbursement Agreement if the
Lease Obligations are due to the City pursuant to the Reimbursement Agreement),
the difference between (i) the Guaranteed Room Tax Payment due on October 1 of
each year during the term of the

                                       12
<PAGE>

Convention Center Operating Lease (or the Reimbursement Agreement if the
Convention Center Operating Lease is no longer in effect) as shown on Exhibit G
attached hereto, minus (ii) an amount equal to the room taxes actually received
by the City (including amounts deemed to have been received pursuant to
Paragraph 29 below) from the Resort Project and the Condominium Project for the
immediately preceding 12-month period, commencing October 1 in the calendar year
immediately preceding the calendar year of the said October 1 Guaranteed Room
Tax Payment due date and continuing up to said October 1 Guaranteed Room Tax
Payment due date, and minus (iii) an amount equal to the City Condominium
Payments which are actually received by the City for the immediately preceding
12-month period, commencing October 1 in the calendar year immediately preceding
the calendar year of the said October 1 Guaranteed Room Tax Payment due date and
continuing up to said October 1 Guaranteed Room Tax Payment due date.

                  (tt) "Title Company" means: The title company issuing the loan
policy of title insurance to the Resort Lender.

                  (uu) "Remedial Action Plan" means: The "Revised Final Remedial
Action Plan" (2 vols.) prepared by EarthTech, Inc., dated December 2001, and all
subsequent reports, correspondence or other communications, whether now existing
or subsequently developed, which are either submitted to or issued by the
Wisconsin Department of Natural Resources or other regulatory agency charged
with oversight in connection with the presence of any petroleum products or
hazardous materials or Hazardous Substances on, upon, or in the Authority Land
as of the date of this Agreement.

                  (vv) "Condominium City Payments" means: The fees paid to the
City by or on behalf of the owners of individual condominium units in the
Condominium Project as described in Paragraph 49 below.

         3. COMMITMENTS. Subject to the terms and conditions of this Agreement:
(a) the Resort LLC, at its cost and expense, will construct, furnish and equip
the Resort Project; and (b) the Condominium LLC, at its cost and expense, will
construct, furnish and equip the Condominium Project; and (c) City, at its cost
and expense, will construct and install the Public Improvements; and (d) the
City, at its cost and expense, will make the City Loan and provide the City
Convention Center Funds; and (e) the Resort LLC, using the City Convention
Center Funds as described in this Agreement, and if necessary, its own funds,
will construct, furnish and equip the Convention Center Project.

         4. OWNERSHIP. The Authority will continue to own the Authority Land.
The Authority, as lessor, will ground lease the Resort Site to the Resort LLC.
The Resort LLC will own the Resort Project. Subject to the terms of Paragraph 40
below, the Authority, as lessor, will ground lease the Phases of the Condominium
Site to the Condominium LLC. Prior to the sale of individual condominium units,
the Condominium LLC will own the Condominium Project. Ownership of each
condominium unit will be transferred by the Condominium LLC to the individual
purchasers of each condominium unit and in addition, each individual purchaser
will receive the undivided percentage interest in the common elements of the
Condominium Project appurtenant to that purchaser's condominium unit. The common
elements shall include,

                                       13
<PAGE>

without limitation, Condominium LLC's leasehold interest in the Condominium
Site. The Authority, by this Development Agreement, authorizes the City to cause
the Convention Center Project to be constructed on the Convention Center Site.
The City will own the Convention Center Project and will lease the Convention
Center Project, but not the Convention Center Site, to the Resort LLC. The City
and the Authority shall determine the ownership of the Public Improvements, it
being understood that certain of the Public Improvements may be dedicated by the
Authority to the City and/or by the Authority and/or the City to the public.

         5. RESORT GROUND LEASE. The terms and conditions of the Resort Ground
Lease will be negotiated by the parties, and must be acceptable in all respects
to both the Authority and the Resort LLC, in their respective reasonable
discretions. The terms and conditions of the Resort Ground Lease will include,
without limitation, the following:

                  -        The term will be 98 years and 11 months.

                  -        The annual rent will be $1.00.

                  -        The Resort LLC will covenant that any rights the
                           Developer or the Resort LLC or any of their
                           Affiliates or any other member of Resort LLC or
                           Condominium LLC may have to Net Cash Flow shall at
                           all times be subordinate to the payment to the City
                           of the Reimbursement Obligations and the Lease
                           Obligations, it being understood by the Developer and
                           the Resort LLC that the Developer and/or the Resort
                           LLC shall be required to use Net Cash Flow to pay the
                           Reimbursement Obligations and the Lease Obligations.

                  -        The Authority will subordinate its fee interest in
                           the Resort Site to the lien of the mortgage of the
                           Resort Lender or at the Resort Lender's request, will
                           join in the mortgage of the Resort Lender, but only
                           if the terms and conditions of such subordination or
                           mortgage, as the case may be, are acceptable to the
                           Authority, in its reasonable discretion, and if the
                           terms and conditions of the documents governing the
                           Resort Lender's loan are reasonably acceptable to the
                           Authority. The subordination or mortgage, as the case
                           may be, must, among other things, require the Resort
                           Lender to give the Authority and the City notice of
                           any default by the Resort LLC and a reasonable
                           opportunity to cure any default. Any mortgage must
                           state that the Authority is not liable under the
                           terms and conditions of the mortgage but joins in the
                           mortgage solely for the purpose of subordinating its
                           fee interest in the Resort Site to the lien of the
                           Resort Lender's mortgage. In the event of a casualty
                           or condemnation proceedings, the subordination or
                           mortgage must permit the use of insurance and
                           condemnation proceeds from the Resort Project as
                           required by this Agreement. The Authority will
                           subordinate its fee interest to the lien of the
                           mortgage of the original Resort Lender in an amount
                           not to exceed $29,500,000.00 or will join in the
                           mortgage of the original Resort Lender securing an
                           amount not to exceed $29,500,000.00.

                                       14
<PAGE>

                  -        The Authority agrees that it will approve any
                           subordination of its fee interest in the Resort Site
                           to the lien of the mortgage of any first mortgage
                           lender refinancing the original Resort Lender loan as
                           long as the terms of such subordination are not more
                           prejudicial to the Authority than the terms of the
                           original subordination. In addition, with respect to
                           any refinancing, the amount of the Resort Lender
                           first mortgage loan to which the Authority will
                           subordinate its fee interest shall not exceed the
                           greater of: (a) a loan amount which, when added to
                           all other loans outstanding in connection with the
                           Resort Project secured by a mortgage or other lien on
                           the Resort Project, would result in a total aggregate
                           loans to value ratio for the Resort Project at the
                           time of the refinancing of 70% or less of the then
                           appraised value of the Resort Project, taking into
                           account the net operating income from the Convention
                           Center Project if the net operating income from the
                           Convention Center Project is collateral for the
                           refinancing, or (b) the then-outstanding principal
                           amount of the first mortgage loan being refinanced,
                           plus interest to the date of the refinancing, plus
                           closing costs required by the refinancing lender to
                           be paid in connection with the refinancing.
                           Notwithstanding the foregoing, in the event that the
                           Resort LLC refinances or otherwise replaces the
                           original Resort Lender loan or any preferred equity
                           or debt referred to in Paragraph 45 below prior to
                           January 1, 2008, Resort LLC will not enter into any
                           refinance transaction or series of transactions that
                           would provide net cash proceeds to Resort LLC in
                           excess of $750,000.00 in the aggregate for all such
                           refinancings prior to January 1, 2008, after payment
                           of all costs and prior indebtedness.

                  -        The use of the Resort Site shall be limited to the
                           Resort Project and uses incidental and ancillary to
                           such use, as long as any incidental and ancillary use
                           does not cause a violation of the planned unit
                           development approval or any other law, rule,
                           regulation or ordinance.

                  -        The hotel constructed on the Resort Site must be
                           reasonably available for use by events booked into
                           the convention center and the rooms in the hotel
                           constructed on the Resort Site shall at all times be
                           available for rent by the general public as hotel
                           rooms (subject to repair because of a casualty,
                           condemnation, repair and replacement).

                  -        Any sale, conveyance, assignment or other transfer by
                           the Resort LLC of the Resort Project or its leasehold
                           interest in the Resort Site shall comply with the
                           terms of Paragraph 14 of this Agreement.

                  -        The Resort LLC and the Developer shall not be
                           permitted to mortgage or otherwise place a lien or
                           encumbrance on the Resort Site or the Resort Project
                           except as described in Paragraph 14 of this
                           Agreement.

                  -        Operation and management of the Resort Project and
                           the transfer of operation and management of the
                           Resort Project shall comply with the terms of
                           Paragraph 14 below.

                                       15
<PAGE>

                  -        Neither the Developer nor the Resort LLC will be
                           permitted to modify the Plans for the Resort Project
                           or the Resort Project as it was described in the
                           Plans for the Resort Project, without the prior
                           written consent of the Authority and the City, which
                           consent the Authority and the City may not
                           unreasonably withhold or delay, subject to the
                           provisions of Paragraph 14(z) below and Paragraph 9
                           below; provided, however, the Resort LLC will not be
                           required to obtain the City's or the Authority's
                           consent to changes to the Plans for the Resort
                           Project if the changes result in a Minor Modification
                           to the Resort Project, unless such consent is
                           required under applicable laws, rules, regulations or
                           ordinances or unless such consent is required as part
                           of the planned unit development approval for the
                           Resort Project.

                  -        It shall be an event of default under the Resort
                           Ground Lease permitting the Authority to terminate
                           the Resort Ground Lease if the improvements on the
                           Resort Site are not repaired or rebuilt or replaced
                           following damage, fire or other casualty to such
                           improvements.

                  -        There shall be cross-default and
                           cross-collateralization provisions in the Resort
                           Ground Lease, the Convention Center Operating Lease,
                           the Reimbursement Agreement, the Restrictive
                           Covenants and Easement Agreement and in this
                           Development Agreement, but the language will
                           recognize applicable notice and cure periods.

                  -        A default beyond any applicable notice and cure
                           periods under the Resort Lender's loan and/or any
                           other loan of the Resort LLC in connection with the
                           Resort Project shall be a default under the Resort
                           Ground Lease. A default beyond applicable notice and
                           cure periods under any other unsecured loan of the
                           Developer in connection with the Resort Project or
                           the Convention Center Project shall be a default
                           under the Resort Ground Lease if a lien or judgment
                           is filed in connection with such other loan and such
                           lien or judgment is not released or dismissed within
                           sixty (60) days of the notice of the filing of such
                           lien or judgment.

                  -        The Authority and the City shall have the right to
                           approve the operator of any restaurant located on the
                           Resort Site, which approval will not be unreasonably
                           withheld.

         6. CONDOMINIUM GROUND LEASE. The terms and conditions of the
Condominium Ground Lease will be negotiated by the parties, and must be
acceptable in all respects to both the Authority and the Condominium LLC, in
their respective reasonable discretions. The terms and conditions of the
Condominium Ground Lease will include, without limitation, the following:

                  -        The term will be 98 years and 11 months.

                  -        The annual rent will be $1.00 per year.

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<PAGE>

                  -        The management agreement between the Condominium LLC
                           and the Resort LLC, under the terms of which the
                           Resort LLC will manage the Condominium Project shall
                           require that any rights the Resort LLC or the
                           Condominium LLC or any of their Affiliates (as
                           hereinafter defined) or any of their members may have
                           to Net Cash Flow shall at all times be subordinate to
                           the payment to the City of the Reimbursement
                           Obligations and the Lease Obligations, it being
                           understood by the Resort LLC and the Condominium LLC
                           that the Resort LLC shall be required to use Net Cash
                           Flow to pay the Reimbursement Obligations and the
                           Lease Obligations.

                  -        The Authority will subordinate its fee interest in
                           the Condominium Site to the lien of the mortgage of
                           the Condominium Lender, or at the Condominium
                           Lender's request, will join in the mortgage of the
                           Condominium Lender, but only if the terms and
                           conditions of such subordination or mortgage, as the
                           case may be, are acceptable to the Authority, in its
                           reasonable discretion, and if the terms and
                           conditions of the documents governing the Condominium
                           Lender's loan are reasonably acceptable to the
                           Authority. The subordination or mortgage, as the case
                           may be, must, among other things, require the
                           Condominium Lender to give the Authority and the City
                           notice of any default by the Condominium LLC and a
                           reasonable opportunity to cure any default. Any
                           mortgage must state that the Authority is not liable
                           under the terms and conditions of the mortgage but
                           joins in the mortgage solely for the purpose of
                           subordinating its fee interest in the Condominium
                           Site to the lien of the mortgage of the Condominium
                           Lender. In the event of a casualty or condemnation
                           proceedings, the subordination must permit the use of
                           insurance and condemnation proceeds from the
                           Condominium Project as required by this Agreement.
                           The Authority will subordinate its fee interest in
                           the Condominium Site to the lien of the mortgage of
                           the Condominium Lender in an amount not to exceed the
                           lesser of the cost of the Condominium Project as
                           shown in the Condominium Cost Breakdown or
                           $10,500,000.00 or will join in a mortgage of the
                           original Condominium Lender securing an amount not to
                           exceed the lesser of the cost of the Condominium
                           Project as shown in the Condominium Cost Breakdown or
                           $10,500,000.00. The Authority will not subordinate
                           its fee interest in the Condominium Site to the lien
                           of any mortgage of an individual condominium unit
                           owner, it being understood that the Authority's
                           interest in the Condominium Site shall be superior to
                           the lien of any such mortgage holder. The Authority
                           will, however, consent to the transfer to the lender
                           of an individual condominium unit owner of that
                           owner's undivided percentage interest in the common
                           elements appurtenant to the owner's individual
                           condominium unit upon a foreclosure or acceptance of
                           a deed in lieu of foreclosure by the lender of the
                           individual condominium unit owner. In addition, prior
                           to the City's exercising any of its remedies against
                           an individual condominium unit owner upon the
                           occurrence of a default by said individual
                           condominium unit owner under this Agreement,

                                       17
<PAGE>

                           the Condominium Ground Lease or the Restrictive
                           Covenants and Easement Agreement, the City will give
                           the first mortgage lender of said defaulting
                           individual condominium unit owner (i) any notice of
                           default sent by the City or the Authority to said
                           individual condominium unit owner, and (ii) 60 days
                           following the notice of default within which to cure
                           the default; provided, however, the City and the
                           Authority shall give such notice of default only to a
                           first mortgage lender if the first mortgage lender
                           has notified the City in writing of the existence of
                           its mortgage and the address to which notices to the
                           first mortgage lender should be sent. If the first
                           mortgage lender of the defaulting individual
                           condominium unit owner commences foreclosure
                           proceedings or accepts a deed-in-lieu of foreclosure
                           within the 60-day time period referred to in
                           subparagraph (ii), then with respect to non-monetary
                           defaults only, the 60-day time period shall commence
                           on the date of the sheriff's deed of foreclosure or
                           the date of the deed-in-lieu of foreclosure.

                  -        The unsold condominium units must be available for
                           rental as hotel rooms by the general public and
                           reasonably available for use by the events booked
                           into the convention center and if a sold condominium
                           unit is in the Rental Pool (as defined in Paragraph
                           49 below) as described in Paragraph 49 below, then
                           except for 60 days during each calendar year when an
                           individual unit owner or his/her/its guests is
                           permitted to occupy his/her/its individual unit, all
                           sold condominium units must be available for rental
                           as hotel rooms to the general public and reasonably
                           available for use by the events booked into the
                           convention center. Notwithstanding the foregoing, an
                           owner of a condominium unit which is in the Rental
                           Pool (as defined in Paragraph 49 below) may occupy
                           his/her/its unit for an additional 30 days each year
                           as long as the owner pays the room tax that would
                           otherwise have been payable for the condominium unit
                           had it been available for rental as a hotel room to
                           the general public for the number of days that the
                           unit is occupied by the owner.

                  -        Any sale, conveyance, assignment or other transfer by
                           the Condominium LLC of the Condominium Project or its
                           leasehold interest in the Condominium Site shall
                           comply with the terms of Paragraph 14 of this
                           Agreement.

                  -        The Condominium LLC and the Developer shall not be
                           permitted to mortgage or otherwise place a lien or
                           encumbrance on the Condominium Project or the
                           Condominium Site except as described in Paragraph 14
                           of this Agreement.

                  -        It shall be an event of default under the Condominium
                           Ground Lease permitting the Authority to terminate
                           the Condominium Ground Lease if the improvements on
                           the Condominium Site are not repaired or rebuilt or
                           replaced following damage by fire or other casualty
                           to such improvements.

                                       18
<PAGE>

                  -        A default beyond applicable notice and cure periods
                           under the Resort Ground Lease, the Convention Center
                           Operating Lease, and/or the Reimbursement Agreement
                           shall not cause a default under the Condominium
                           Ground Lease. A default beyond applicable notice and
                           cure periods by the Resort LLC under this Development
                           Agreement in connection with the Resort Project or
                           the Convention Center Project shall not cause a
                           default under the Condominium Ground Lease. A default
                           beyond applicable notice and cure periods by the
                           Condominium LLC under this Development Agreement with
                           respect to the Condominium Project or under the
                           Restrictive Covenants and Easement Agreement with
                           respect to the Condominium Project shall be a default
                           under the Condominium Ground Lease; provided,
                           however, the exercise of any remedies by the
                           Authority and any party claiming any interest in the
                           Condominium Site by or through the Authority against
                           any individual condominium unit owner shall be
                           subject to the terms of paragraph 47 below.

                  -        A default beyond any applicable notice and cure
                           periods under the Condominium Lender's loan or any
                           other loan of the Condominium LLC or loan of the
                           Developer in connection with the Condominium Project
                           shall be a default under the Condominium Ground
                           Lease, subject, however, to the rights of the
                           individual condominium unit owners as set forth in
                           paragraph 47 of this Agreement.

                  -        The documents governing the condominium, including
                           without limitation, the formation documents of the
                           condominium association, the condominium declaration,
                           and the plat of condominium must be reasonably
                           acceptable to the Authority and the City and must
                           reflect the terms of this Agreement applicable to the
                           Condominium Project, including without limitation,
                           the terms of Paragraph 49 below.

                  -        Except in the event of an approved transfer of
                           management as described in Paragraph 14 below, the
                           Resort LLC and Developer must at all times manage the
                           operations of the Condominium Project pursuant to the
                           terms and conditions of a management agreement
                           between the Condominium LLC and the owner's
                           association and/or individual unit owners, on the one
                           hand, and the Resort LLC, as manager, and a
                           submanagement agreement between the Resort LLC and
                           the Developer, which management and submanagement
                           agreements must reflect the terms of this Agreement
                           applicable to the Condominium Project, including
                           without limitation, the terms of Paragraph 49 below.

                  -        Operation and management of the Condominium Project
                           and the transfer of operation and management of the
                           Condominium Project shall comply with the terms of
                           Paragraphs 14 and 40 below.

                                       19
<PAGE>

                  -        The terms and conditions of the Condominium Ground
                           Lease shall be binding upon the owners of each
                           condominium unit and the owners' association.

                  -        The Authority's obligation to enter into the
                           Condominium Ground Lease is subject to the terms of
                           Paragraph 40 below.

         7. CONVENTION CENTER OPERATING LEASE. All the parties hereto
acknowledge that the Public Improvements, the convention center and its
amenities, including the parking areas, although owned by the Authority and the
City, substantially benefit and enhance the Resort Project. The Developer and
the Resort LLC have informed the City that the Convention Center Project is
necessary for the success of the Resort Project and as a result, it is necessary
that the Convention Center Project be built and that the Resort LLC operate and
manage and lease the Convention Center Project. The Developer and the Resort LLC
have also informed the City that they are unable to finance completely the
Resort Project and the Convention Center Project. As a result, the Developer and
the Resort LLC have asked the City to finance the construction, furnishing and
equipping of the Convention Center Project, in exchange for which, the Resort
LLC agrees to reimburse the City for the cost of constructing, furnishing and
equipping the Convention Center Project, reimburse the City for a portion of the
cost of the Public Improvements and guarantee that a certain level of room taxes
and/or City Condominium Payments will be generated by and paid to the City in
connection with the Resort Project and the Condominium Project. Therefore, the
City, as lessor, will enter into an operating lease for the Convention Center
Project, but not the Convention Center Site, with the Resort LLC, as lessee. The
terms and conditions of the Convention Center Operating Lease will be negotiated
by the parties, and must be acceptable in all respects to the City and the
Resort LLC, in their respective reasonable discretions. The terms and conditions
of the Convention Center Operating Lease will include, without limitation, the
following:

                  -        The initial term will be approximately 25 1/2 years,
                           ending on December 31, 2028.

                  -        The Resort LLC will have 15 options to extend the
                           Convention Center Operating Lease for 5 years each if
                           all of the following conditions are satisfied by
                           Resort LLC or waived by the City: (i) the option
                           shall be exercised by Resort LLC delivering a written
                           notice of exercise of the option to extend not less
                           than twelve (12) full calendar months prior to the
                           expiration of the then-current term of the Convention
                           Center Operating Lease; (ii) Resort LLC shall be
                           required to make an annual rental payment to the City
                           each year during the extension periods in an amount
                           to be determined by the City and the Resort LLC and
                           if for any reason the parties acting reasonably and
                           in good faith cannot agree on the amount of the
                           rental payment, then the amount of the payment, if
                           any, shall be determined by arbitration by a
                           three-member panel, in accordance with the rules of
                           the American Arbitration Association, the cost of
                           which shall be divided evenly between Resort LLC and
                           the City; (iii) there shall be no uncured default
                           under this Development Agreement, the Convention
                           Center Operating Lease, the Resort Ground Lease, the
                           Restrictive

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<PAGE>

                           Covenants and Easement Agreement or the Reimbursement
                           Agreement; and (iv) for all periods prior to the
                           expiration of the then-current term of the Convention
                           Center Operating Lease, the Resort LLC shall have
                           complied in all material respects with the
                           performance standards set forth in the annual
                           marketing plans and agreements between the Resort
                           LLC, the Authority and the City with respect to the
                           Convention Center Project.

                  -        The Authority and the City will not subordinate their
                           respective interests in the Convention Center
                           Operating Lease to the Resort Lender's loan or the
                           lien of Resort Lender's mortgage or the Condominium
                           Lender's loan or the lien of Condominium Lender's
                           mortgage or any other loan or mortgage; provided,
                           however, the City will consent to the collateral
                           assignment by the Resort LLC to the Resort Lender of
                           the Resort LLC's interest in the Convention Center
                           Operating Lease, as long as the terms of the
                           collateral assignment are acceptable to the City, in
                           its reasonable discretion. The City agrees that it
                           will approve any collateral assignment of the
                           Convention Center Operating Lease in connection with
                           any subsequent first mortgage loan refinancing of the
                           Resort Lender's loan, as long as the terms of such
                           collateral assignment are not materially different
                           from the terms of the original collateral assignment
                           and as long as the collateral assignment is not
                           materially prejudicial to the City and as long as the
                           terms of the collateral assignment reflect the
                           provisions of this Agreement. The parties understand
                           and agree that the City's rights to payment of the
                           Real Estate and Personal Property Tax Shortfall and
                           the Room Tax Shortfall are not subordinate to payment
                           of any amounts to any lender of the Resort Project or
                           the Condominium Project or the Convention Center
                           Project other than the Resort Lender and/or the
                           Condominium Lender. The City's rights to the payment
                           of real estate and personal property taxes and room
                           taxes and any other taxes and City Condominium
                           Payments are not subordinate to payment of any
                           amounts due any lender, including without limitation,
                           the Resort Lender and the Condominium Lender.

                  -        The payment of amounts due the Resort LLC and/or any
                           of its Affiliates or any other member of Resort LLC
                           for the management and operation of the Convention
                           Center Project, if any, shall at all times be
                           subordinate to the payment to the City of the
                           Reimbursement Obligations and the Lease Obligations.
                           At the City's option, the Resort LLC agrees to enter
                           into a subordination agreement reasonably acceptable
                           to the City in connection with the payment of any
                           such fees.

                  -        Any rights the Developer or the Resort LLC or their
                           Affiliates or any other member of Resort LLC may have
                           to Net Cash Flow shall at all times be subordinate to
                           the payment to the City of the Reimbursement
                           Obligations and the Lease Obligations, it being
                           understood by the Resort LLC that the Resort LLC
                           shall be required to use Net Cash Flow to pay the
                           Reimbursement Obligations and the Lease Obligations.
                           The Resort LLC

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                           can use funds other than Net Cash Flow to pay the
                           Reimbursement Obligations and the Lease Obligations
                           and the Resort LLC may use Net Cash Flow for other
                           purposes, as long as there is no default in the
                           payment of the Reimbursement Obligations and Lease
                           Obligations.

                  -        The Resort LLC will not be permitted to use the
                           Convention Center Site for any purpose other than the
                           Convention Center Project.

                  -        In accordance with the terms and conditions set forth
                           in the Convention Center Operating Lease and subject
                           to black-out periods reasonably established by Resort
                           LLC at the beginning of each calendar year, the
                           Resort LLC acting in good faith will accommodate
                           requests of the City and the Authority to use the
                           Convention Center Project for up to 30 days per year,
                           at no charge to the City or the Authority, for
                           City-sponsored events, except that the City and/or
                           the Authority shall be required to compensate the
                           Resort LLC for food, beverages, set-up, cleaning,
                           customary equipment rental fees or other special
                           arrangements requested by the City and/or the
                           Authority, as the case may be, at rates customarily
                           charged for similar events. Resort LLC will give the
                           City an explanation as to why any period in any
                           calendar year has been blacked out by Resort LLC.

                  -        Any conveyance, assignment or other transfer by the
                           Resort LLC of its interest in the Convention Center
                           Operating Lease shall comply with the terms of
                           Paragraph 14 of this Agreement.

                  -        The Resort LLC shall not be permitted to mortgage or
                           otherwise place a lien or encumbrance on the
                           Convention Center Project or the Convention Center
                           Site or its interest in the Convention Center
                           Operating Lease as described in Paragraph 14 below.

                  -        A default beyond applicable notice and cure periods
                           under the Resort Ground Lease, the Reimbursement
                           Agreement, by the Resort LLC under this Development
                           Agreement and/or by the Resort LLC under the
                           Restrictive Covenants and Easement Agreement shall be
                           a default under the Convention Center Operating
                           Lease.

                  -        A default beyond applicable notice and cure periods
                           under the loan of the Resort Lender or any other
                           secured lender in connection with the Resort Project
                           or the Convention Center Project shall be a default
                           under the Convention Center Operating Lease. A
                           default beyond applicable notice and cure periods
                           under any other unsecured loan of the Developer or
                           the Resort LLC in connection with the Resort Project
                           or the Convention Center Project shall be a default
                           under the Convention Center Operating Lease if a lien
                           or judgment is filed against the Resort Project or
                           the Convention Center Project in connection with such
                           other loan and such

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                           lien or judgment is not released or dismissed within
                           sixty (60) days of notice of the filing of such lien
                           or judgment.

                  -        The City shall have reasonable approval rights with
                           respect to any operator of any restaurant located on
                           the Convention Center Site, any sublease entered into
                           with respect to the restaurant and shall have the
                           right to review any documents governing the operation
                           of the restaurant to which the Resort LLC is a party.
                           The operator of any restaurant located on the
                           Convention Center Site shall not have the right to
                           transfer his/her/its interest in the restaurant or
                           the sublease for the restaurant without the City's
                           prior written consent, which shall not be
                           unreasonably withheld or delayed. The operator of any
                           restaurant located on the Convention Center Site,
                           upon expiration or termination of its sublease, shall
                           remove all of its trade fixtures and equipment and
                           shall repair any damage to the Convention Center
                           Project to the reasonable satisfaction of the City.

                  -        The Resort LLC shall use its best efforts to have in
                           effect at all times for the convention center
                           restaurant, a liquor license for sale of all types of
                           liquor beverages.

                  -        At the City's option, the Convention Center Operating
                           Lease shall terminate if the lessee of the Convention
                           Center Project no longer owns and operates the Resort
                           Project.

                  -        At its cost and expense, the Resort LLC shall be
                           required to publicize and market the Convention
                           Center Project, pursuant to the terms and conditions
                           of annual marketing plans and agreements between the
                           Resort LLC and the City. A default beyond any
                           applicable notice and cure periods under the annual
                           marketing plans and agreements between the Resort LLC
                           and the City, as described in such plans and
                           agreements, to meet the performance standards set
                           forth in the annual marketing plans and agreements
                           shall be a default under the Convention Center
                           Operating Lease, this Agreement and the Resort Ground
                           Lease. The performance standards shall be consistent
                           with the standards for other first-class
                           hotel/convention centers.

                  -        The Resort LLC shall be responsible at its cost and
                           expense for ordinary and extraordinary maintenance
                           and repair of the Convention Center Project and its
                           furnishings and equipment, including without
                           limitation, the making of all capital replacements
                           and repairs, all as more fully described in Paragraph
                           8 below.

                  -        It shall be an event of default under the Convention
                           Center Operating Lease permitting the City to
                           terminate the Convention Center Operating Lease if
                           the improvements on the Convention Center Site are
                           not repaired or rebuilt or replaced following damage
                           by fire or other casualty to such

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                           improvements (unless the City elects not to have the
                           Convention Center Project rebuilt, repaired or
                           replaced), or if insurance proceeds from a casualty
                           are not disbursed in accordance with the provisions
                           of this Agreement and/or the Convention Center
                           Operating Lease.

                  -        The Resort LLC shall be liable for the payment of all
                           operating expenses of the Convention Center Project
                           throughout the entire term of the Convention Center
                           Operating Lease, including without limitation, any
                           extensions of the Convention Center Operating Lease.
                           The Resort LLC shall receive all revenue from the
                           Convention Center Project during the term of the
                           Convention Center Operating Lease, but the Resort
                           LLC's right to receive the revenue from the
                           Convention Center Project during the initial term of
                           the Convention Center Operating Lease is subject to
                           the City's right to receive the Lease Obligations,
                           and during any extension period, the Resort LLC's
                           right to receive revenue from the Convention Center
                           Project shall be subject to the City's right to
                           receive an annual rental payment for the Convention
                           Center Project as described above in this Paragraph
                           7.

                  -        The Resort LLC shall insure itself and the City as
                           required in Paragraph 30 below.

                  -        The City will agree that as long as the restaurant
                           operator is not in default under the terms and
                           conditions of its agreement with the Resort LLC with
                           respect to operation of the convention center
                           restaurant, the City will not disturb the restaurant
                           operator's use and occupancy of the convention center
                           restaurant in the event of a default by the Resort
                           LLC under the Convention Center Operating Lease,
                           provided the restaurant operator enters into an
                           operating agreement and/or lease agreement with the
                           City substantially the same as the operating
                           agreement and/or sublease the restaurant operator had
                           in effect with the Resort LLC and provided that the
                           restaurant operator continues to be ready, willing
                           and able to serve the Convention Center Project. It
                           is understood that except as otherwise set forth in
                           this paragraph, the restaurant operator's right to
                           use and occupy the convention center restaurant is
                           contingent upon the Resort LLC or its permitted
                           successors and assigns being the lessee of the
                           Convention Center Project under the Convention Center
                           Operating Lease.

                  -        The Resort LLC will agree that if it enters into
                           substantive negotiations with any person or entity
                           for use of the Convention Center Project, the Resort
                           LLC will provide information on lodging availability
                           at all hotels, motels and bed and breakfasts in the
                           City of Sheboygan to said person or entity, and the
                           Resort LLC agrees that it will generally be fair in
                           providing information with respect to other hotels,
                           motels and bed and breakfasts in the City of
                           Sheboygan to persons requesting information about the
                           Convention Center Project.

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<PAGE>

                  -        The City will have various rights and remedies under
                           the Convention Center Operating Lease in the event of
                           a default by the Resort LLC under the Convention
                           Center Operating Lease which is not cured within any
                           applicable notice and cure periods, including without
                           limitation, the right to accelerate the Lease
                           Obligations.

                  -        As rent under the Convention Center Operating Lease,
                           the Resort LLC will guarantee that the room taxes and
                           City Condominium Payments generated by the Resort
                           Project and/or the Condominium Project, as the case
                           may be, and paid to the City as of October 1 of each
                           year during the initial term of the Convention Center
                           Operating Lease in connection with the Resort Project
                           and/or the Condominium Project, will equal or exceed
                           the Guaranteed Room Tax Payment due as of said
                           October 1 for such year as shown on Exhibit G
                           attached hereto. In the event --------- there is a
                           Room Tax Shortfall in any year during the term of the
                           Convention Center Operating Lease (or the
                           Reimbursement Agreement if the Lease Obligations are
                           due to the City pursuant to the Reimbursement
                           Agreement), then the amount of the Room Tax Shortfall
                           shall be due from and paid by the Resort LLC to the
                           City on October 1 of said year.

                  -        The Lease Obligations will be secured by a second
                           mortgage on and security interest in the Resort
                           Project. The lien of the second mortgage and security
                           agreement will be subordinate to the Resort Lender's
                           first mortgage loan and any first mortgage loan
                           refinancing of such mortgage as long as the first
                           mortgage loan refinancing secures a loan amount which
                           does not exceed the greater of: (a) a loan amount
                           which, when added to all other loans outstanding in
                           connection with the Resort Project secured by a
                           mortgage or other lien on the Resort Project, would
                           result in a total aggregate loans to value ratio for
                           the Resort Project at the time of the refinancing of
                           70% or less of the then appraised value of the Resort
                           Project, taking into account the net operating income
                           from the Convention Center Project if the net
                           operating income from the Convention Center Project
                           is collateral for the refinancing, or (b) the
                           then-outstanding principal amount of the first
                           mortgage loan being refinanced, plus interest to the
                           date of the refinancing, plus closing costs required
                           by the refinancing lender to be paid in connection
                           with the refinancing. Notwithstanding the foregoing,
                           in the event that the Resort LLC refinances or
                           otherwise replaces the original Resort Lender loan or
                           any preferred equity or debt referred to in Paragraph
                           45 below prior to January 1, 2008, Resort LLC will
                           not enter into any refinance transaction or series of
                           transactions that would provide net cash proceeds to
                           Resort LLC in excess of $750,000.00 in the aggregate
                           for all such refinancings prior to January 1, 2008,
                           after payment of all costs and prior indebtedness.

                  -        If the aggregate of the room tax payments for the
                           Resort Project and the Condominium Project and the
                           City Condominium Payments made to the City in any
                           12-month period commencing on October 1 of any year
                           and

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<PAGE>

                           ending on September 30 of the following year (the
                           "Room Tax Calculation Date") exceed the Guaranteed
                           Room Tax Payment for the calendar year of the Room
                           Tax Calculation Date (the "Room Tax Excess"), the
                           City agrees to return a portion of the Room Tax
                           Excess (the "Room Tax Reimbursement") to the Resort
                           LLC, but only if all of the following apply: (i) the
                           room taxes and/or City Condominium Payments actually
                           received by the City from the Resort Project and the
                           Condominium Project, including room taxes deemed to
                           have been received pursuant to Paragraph 29 below,
                           for any 12-month period ending on September 30 of any
                           year prior to the year of the Room Tax Calculation
                           Date produced a Room Tax Shortfall, and (ii) the
                           Resort LLC paid or caused to be paid from sources
                           other than the Guaranty Deposit or the Reserve Fund,
                           the full amount of the Guaranteed Room Tax Payment
                           for said prior 12-month period, and (iii) there have
                           been no draws on the Guaranty Deposit and no
                           disbursements from the Reserve Fund, and (iv) the
                           Resort LLC continues to own the Resort Project, and
                           (v) there is no uncured default under either the
                           Condominium Ground Lease or the Resort Ground Lease,
                           the Convention Center Operating Lease, the
                           Reimbursement Agreement, the Restrictive Covenants
                           and Easement Agreement, and/or this Agreement. The
                           City shall pay the Room Tax Reimbursement to the
                           Resort LLC as soon as possible after the Reserve Fund
                           has been fully funded. The Room Tax Reimbursement
                           shall be in an amount equal to the amount of any Room
                           Tax Shortfall paid in any 12-month period ending on
                           September 30 of any year prior to the year of the
                           Room Tax Calculation Date from sources other than the
                           Guaranty Deposit or the Reserve Fund; provided,
                           however, if the amount of the Room Tax Reimbursement
                           exceeds ten percent (10%) of the amount of room taxes
                           actually received by the City from the Resort Project
                           and the Condominium Project during the 12-month
                           period ending on the Room Tax Calculation Date, then
                           the City shall return to the Resort LLC an amount
                           equal to ten percent (10%) of the aggregate amount of
                           room taxes actually received from the Resort Project
                           and the Condominium Project for the 12-month period
                           ending on the Room Tax Calculation Date and up to 10%
                           of the aggregate amount of room taxes actually
                           received from the Resort Project and the Condominium
                           Project during any subsequent 12-month periods, until
                           the amount of the Room Tax Reimbursement has been
                           paid in full. If the Resort LLC is not entitled to a
                           Room Tax Reimbursement in any year, then the City may
                           use the Room Tax Excess or portion thereof as is not
                           required to pay a Room Tax Reimbursement in any
                           manner it deems fit. Room taxes deemed to have been
                           received pursuant to Paragraph 29, if any, shall not
                           be included for the purpose of determining whether
                           the aggregate of the room taxes and City Condominium
                           Payments actually received by the City in any year
                           exceed the Guaranteed Room Tax Payment, it being
                           understood that only the aggregate amount of the room
                           taxes and City Condominium Payments actually received
                           by the City from the Resort Project and the

                                       26
<PAGE>

                           Condominium Project will be taken into account in
                           determining whether there is an excess in any year.

                  -        Foreclosure by the Resort Lender or any other lender
                           of its mortgage on the Resort Project or acceptance
                           by the Resort Lender or any other lender of a deed in
                           lieu of foreclosure shall not release the Resort LLC,
                           its successors or assigns or transferees from their
                           obligations under the Convention Center Operating
                           Lease, or the Guarantors from their obligations under
                           their Guaranties, it being understood by the parties
                           that unless (i) the Resort Lender, its successors and
                           assigns assume all liabilities and obligations of the
                           Resort LLC under the Convention Center Operating
                           Lease and (ii) the City in writing releases the
                           Resort LLC, its successors and assigns from all of
                           their liabilities and obligations under the
                           Convention Center Operating Lease, the Resort LLC,
                           its successors, assigns and transferees shall remain
                           liable for the payment of the Room Tax Shortfall each
                           year during the term of the Convention Center
                           Operating Lease and the Guarantors shall remain
                           liable under their Guaranties with respect to the
                           payment of the Room Tax Shortfall during the term of
                           the Guaranties.

                  -        The Resort LLC shall agree to pay the room taxes
                           collected in connection with the Resort Project and
                           the Condominium Project each month on a monthly basis
                           to the City, to be accounted for by the City as
                           described in this Agreement. The Resort LLC (or the
                           individual condominium unit owners if the Resort LLC
                           and/or Developer no longer manage the Condominium
                           Project) shall agree to pay the City Condominium
                           Payments on an annual basis to the City, as described
                           in Paragraph 49 below.

                  -        The City will not subordinate its right to receive
                           room taxes or the City Condominium Payments to the
                           loan or the lien of the mortgage of any lender,
                           including without limitation, the Resort Lender.

                  -        Repayment of the City Loan and/or the City Convention
                           Center Funds shall not release the Resort LLC, its
                           successors and assigns from their liabilities and
                           obligations with respect to the Lease Obligations,
                           including without limitation, their obligation to pay
                           the Room Tax Shortfall each year during the term of
                           the Convention Center Operating Lease (or the
                           Reimbursement Agreement if the Lease Obligations are
                           due to the City pursuant to the Reimbursement
                           Agreement).

                  -        If the Convention Center Operating Lease is
                           terminated for any reason other than a voluntary
                           termination of the Convention Center Operating Lease
                           by the City occurring prior to the occurrence of any
                           Default, Resort LLC shall not be released from the
                           Lease Obligations and the Lease Obligations shall
                           automatically, without need of any further document
                           or

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                           instrument, become due and payable under the
                           Reimbursement Agreement.

         8. RESTRICTIVE COVENANTS AND EASEMENT AGREEMENT. The Authority, City,
Developer, Resort LLC and Condominium LLC will enter into a Restrictive
Covenants and Easement Agreement. The terms and conditions of the Restrictive
Covenants and Easement Agreement will be negotiated by the parties, and must be
acceptable in all respects to the Authority, the City, the Developer, Resort
LLC, and the Condominium LLC, in their respective reasonable discretions. The
terms and conditions of the Restrictive Covenants and Easement Agreement will
include, without limitation, the following:

                  -        The Restrictive Covenants and Easement Agreement will
                           reflect the parties' agreements with respect to the
                           use of and easements with respect to the parking lot
                           located within the Convention Center Project.

                  -        The Restrictive Covenants and Easement Agreement will
                           reflect the parties' agreements with respect to the
                           use of the water park, including without limitation,
                           those provisions contained in Paragraph 23 below.

                  -        The Restrictive Covenants and Easement Agreement
                           among other things, will restrict the use of the
                           60-foot wide access way located between the Resort
                           Site and the Condominium Site to the lakefront, lake
                           trail and other public walkways, to pedestrian and
                           bicycle access and access for emergency and
                           maintenance vehicles only. The 60-foot wide access
                           way will be dedicated by the City to the public.

                  -        The Restrictive Covenants and Easement Agreement will
                           reflect the parties' agreements with respect to the
                           ownership and use of the Convention Center Project,
                           the Resort Project and the Condominium Project as
                           outlined in this Agreement.

                  -        The Restrictive Covenants and Easement Agreement will
                           reflect the parties' agreements with respect to the
                           transfer of ownership of the Resort Project and the
                           Condominium Project as outlined in this Agreement and
                           the transfer of interests in the Developer and the
                           Resort LLC and the Condominium LLC as outlined in
                           this Agreement.

                  -        The Restrictive Covenants and Easement Agreement will
                           reflect the parties' agreements with respect to
                           management and operation of the Convention Center
                           Project, the Resort Project and the Condominium
                           Project and the transfer of management and operation
                           of the three projects, all as outlined in this
                           Agreement.

                  -        The Restrictive Covenants and Easement Agreement will
                           reflect the parties' agreements with respect to the
                           use of Net Cash Flow to pay the

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                           Reimbursement Obligations and Lease Obligations, as
                           outlined in this Agreement.

                  -        Each party thereto, including the City and the
                           Authority, will have the right to enforce the
                           Restrictive Covenants and Easement Agreement against
                           the other parties.

                  -        The Restrictive Covenants and Easement Agreement
                           shall impose all maintenance, repair and replacement
                           obligations (including replacements and repairs of a
                           capital nature) on the Resort LLC with respect to all
                           elements of the Resort Project, the Resort Site, the
                           Convention Center Project and the Convention Center
                           Site, including without limitation, the hotel, the
                           water park, the convention center, the roofs, walls
                           and foundations of all improvements, all common areas
                           of the Resort Project, the Resort Site, the
                           Convention Center Project and the Convention Center
                           Site, parking lots, lighting, benches, landscaping
                           and all other improvements located within the Resort
                           Project, the Resort Site, the Convention Center
                           Project and the Convention Center Site areas;
                           provided, however, upon expiration of the term (both
                           initial term and all renewals of the initial term) of
                           the Convention Center Operating Lease or if the City
                           terminates the Resort LLC's rights to operate the
                           Convention Center Project, then the Resort LLC shall
                           not be required to meet the maintenance, repair and
                           replacement obligations described in this paragraph
                           with respect to the Convention Center Project and
                           Convention Center Site only other than the parking
                           lots. The rights of the Resort LLC to use the parking
                           lots following expiration or termination of the
                           Convention Center Operating Lease are set forth in
                           Paragraph 24 below.

                  -        The Restrictive Covenants and Easement Agreement will
                           impose all maintenance, repair and replacement
                           obligations (including replacements and repairs of a
                           capital nature) for the Condominium Project and the
                           Condominium Site on the owners of the Condominium
                           Project, including without limitation, the
                           condominium buildings, the roofs, walls and
                           foundations of the condominium buildings, the common
                           areas of the Condominium Project and the Condominium
                           Site, parking lots, lighting, benches, landscaping
                           and all other improvements located within the
                           Condominium Project and Condominium Site area. The
                           Restrictive Covenants and Easement Agreement will
                           require the individual owners of condominium units to
                           keep their units in good condition and repair.

                  -        Notwithstanding the foregoing, the Restrictive
                           Covenants and Easement Agreement will impose on the
                           City the obligation to plow ice and snow in the
                           public streets and to maintain the green areas along
                           the public lakefront promenade.

                  -        The Restrictive Covenants and Easement Agreement will
                           set certain standards that the Resort LLC must meet
                           in maintaining, repairing and

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<PAGE>

                           replacing all elements of the Resort Project, the
                           Resort Site, the Convention Center Project and the
                           Convention Center Site consistent with making the
                           Resort Project and the Convention Center Project at
                           all times a first-class resort hotel, water park, and
                           convention center; provided, however, upon expiration
                           of the term (both initial term and all renewals of
                           the initial term) of the Convention Center Operating
                           Lease or if the City terminates the Resort LLC's
                           rights to operate the Convention Center Project, then
                           the Resort LLC shall not be liable to meet these
                           standards with respect to the Convention Center
                           Project and the Convention Center Site only other
                           than the parking lots.

                  -        The Restrictive Covenants and Easement Agreement will
                           set certain standards that the owners of the
                           Condominium Project must meet in maintaining,
                           repairing and replacing all elements of the
                           Condominium Project and the Condominium Site
                           consistent with making the Condominium Project at all
                           times a first-class hotel condominium.

                  -        The Restrictive Covenants and Easement Agreement will
                           require the Resort LLC to replace all furniture,
                           fixtures and furnishings, carpeting, paint, wall
                           paper and other improvements at the Resort Project
                           and the Convention Center Project on a periodic basis
                           consistent with the manner and timing of replacement
                           of such items in other first-class hotels and resorts
                           and convention centers; provided, however, upon
                           expiration of the term (both initial term and all
                           renewals of the initial term) of the Convention
                           Center Operating Lease or if the City terminates the
                           Resort LLC's rights to operate the Convention Center
                           Project, then the Resort LLC shall not be required to
                           comply with the terms of this paragraph with respect
                           to the Convention Center Project only.

                  -        The Restrictive Covenants and Easement Agreement will
                           require the owners of the Condominium Project to
                           replace all furniture, fixtures and furnishings,
                           carpeting, paint, wall paper and other improvements
                           in the common areas of the Condominium Project on a
                           periodic basis consistent with the manner and timing
                           of replacement of such items in other first-class
                           hotel condominiums.

                  -        The Restrictive Covenants and Easement Agreement will
                           require that all parking lots in the Convention
                           Center Project and the Convention Center Site and the
                           Resort Project and the Resort Site be maintained at
                           all times in good condition and repair by the Resort
                           LLC. The Restrictive Covenants and Easement Agreement
                           will require that the parking within the Condominium
                           Project and the Condominium Site be maintained at all
                           times in good condition and repair by the owners of
                           the Condominium Project.

                  -        The Restrictive Covenants and Easement Agreement will
                           prohibit the transfer of the Resort Project to an
                           entity that is lawfully exempt from the

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                           payment of property taxes unless the transferee
                           agrees to make a payment in lieu of taxes in an
                           amount equal to the City portion of all property
                           taxes that would have been paid by such transferee
                           were it not exempt from taxation.

                  -        The Restrictive Covenants and Easement Agreement
                           shall be recorded in the office of the Register of
                           Deeds for Sheboygan County prior to the recording of
                           the Resort Lender's mortgage, the Condominium
                           Lender's mortgage or any other mortgage on the Resort
                           Project or the Condominium Project or the Resort Site
                           or the Condominium Site, and prior to the recording
                           of any of the condominium documents, it being
                           understood by the parties that the Restrictive
                           Covenants and Easement Agreement will run with the
                           land and will be binding upon the Resort Site, the
                           Condominium Site, the Convention Center Site, the
                           Resort Project, the Convention Center Project and the
                           Condominium Project and any owner in title, lessee
                           and/or mortgagee of all or any portions of such sites
                           and projects and their successors and assigns,
                           including without limitation, the individual owners
                           of condominium units.

                  -        Any violation of the Restrictive Covenants and
                           Easement Agreement by the Resort LLC which is not
                           cured within any applicable cure period will be a
                           default under the Resort Ground Lease, the Convention
                           Center Operating Lease, the Reimbursement Agreement
                           and this Development Agreement. Any violation of the
                           Restrictive Covenants and Easement Agreement by the
                           Condominium LLC, the condominium owners association
                           and/or any individual condominium unit owner which is
                           not cured within any applicable cure period will be a
                           default under the Condominium Ground Lease, and this
                           Agreement, subject, however, to the rights of the
                           owners of the condominium units pursuant to paragraph
                           47 of this Agreement.

                  -        The indemnities contained in this Development
                           Agreement shall be included in the Restrictive
                           Covenants and Easement Agreement.

                  -        The Restrictive Covenants and Easement Agreement will
                           state that the Condominium Project shall not be a
                           gated community.

                  -        The Restrictive Covenants and Easement Agreement will
                           require that until December 31, 2028, or until
                           expiration of the term of this Agreement or the
                           Reimbursement Agreement, whichever is later to occur,
                           subject to repair as a result of casualty,
                           condemnation, ordinary and extraordinary repair and
                           replacement, the hotel suites within the Resort

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<PAGE>

                           Project shall at all times be available for rental to
                           the general public as hotel rooms. Following December
                           31, 2028, or upon expiration of the term of this
                           Agreement and/or the Reimbursement Agreement,
                           whichever is later to occur, subject to repair as a
                           result of casualty, condemnation, ordinary and
                           extraordinary repair and replacement, the hotel
                           suites within the Resort Project shall at all times
                           be available for rental to the general public as
                           hotel rooms or upon request of the Resort LLC and
                           with the prior written approval of the City and the
                           Authority, the Resort LLC shall be permitted to
                           convert all or a portion of the hotel suites within
                           the Resort Project to a condominium hotel. The City
                           and the Authority will not unreasonably withhold
                           their consent to such conversion of the hotel suites
                           to a condominium hotel as along as the documents
                           governing the formation of the condominium hotel are
                           reasonably acceptable to the City and the Authority
                           and as long as the arrangements for operation and
                           management of the Resort Project and the Convention
                           Center Project are reasonably acceptable to the City
                           and the Authority and as long as all condominium
                           units or condominium suites are at all times
                           available for rental to the general public as hotel
                           rooms (subject to repair as a result of casualty,
                           condemnation, ordinary and extraordinary repair and
                           replacement), except that condominium unit owners
                           and/or their guests may use or occupy the owner's
                           condominium unit for not more than sixty (60) days in
                           any calendar year. Until December 31, 2028, or until
                           expiration of the term of this Agreement or the
                           Reimbursement Agreement, whichever is later to occur,
                           subject to repair as a result of casualty,
                           condemnation, ordinary and extraordinary repair and
                           replacement, all unsold condominium units in the
                           Condominium Project shall at all times be available
                           for rental to the general public as hotel rooms and
                           except as otherwise set forth in Paragraph 49 below,
                           all sold condominium units shall at all times be
                           available for rental to the general public as hotel
                           rooms, except that condominium unit owners and/or
                           their guests may use or occupy the owner's
                           condominium unit for not more than sixty (60) days in
                           any calendar year. Notwithstanding the foregoing, an
                           owner of a unit in the Condominium Project Rental
                           Pool (as defined in Paragraph 49 below) may occupy
                           his/her/its unit for an additional 30 days each year
                           as long as the owner pays the room tax that would
                           otherwise have been payable for the condominium unit
                           had it been available for rental as a hotel room to
                           the general public for the number of days that the
                           unit is occupied by the owner.

         9. LOAN BY THE CITY. The Developer and the Resort LLC have informed the
City that they are unable to finance completely the Resort Project. The
Developer and the Resort LLC have asked the City to make a loan to the Resort
LLC in connection with the Resort Project and the City has agreed to do so, as
long as the Resort LLC repays the loan to the City, reimburses the City for a
portion of the cost of the Public Improvements and in addition, guarantees that
the Resort Project and the Condominium Project will generate a certain level of
real estate and personal property taxes each year during the term of the
Reimbursement Agreement. If all conditions precedent to the disbursement of the
City Loan are met, subject to the terms of Paragraph 40 below, the City will
loan the amount of $4,000,000.00 to the Resort LLC to be used by the Resort LLC
in connection with the construction, furnishing, equipping and installation of
the Resort Project.

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<PAGE>

         The City Loan will be evidenced by and made pursuant to a Reimbursement
Agreement and note between the City and the Resort LLC.

         Subject to the terms of Paragraphs 40 and 48 below, the City will
deposit proceeds of the City Loan in the amount of $3,000,000.00 with the Title
Company on the Resort and Convention Center Funding Date but the funds so
deposited by the City shall be disbursed on a pro rata basis (with pro rata
meaning in proportion to the principal amount of the Resort Lender's loan and
$3,000,000 of the City Loan) with the construction loan of the Resort Lender;
provided, however, no portion of the City Loan shall be disbursed by the Title
Company until the Resort LLC has previously contributed the full amount of its
equity in cash to the Resort Project and the cash equity has been disbursed in
connection with the Resort Project. The equity contribution of the Resort LLC
shall equal the difference between (a) the total aggregate cost of the Resort
Project as shown in the greater of (i) the Resort Cost Breakdown or (ii) the
combination of the guaranteed maximum price construction contract for the Resort
Project and the other Resort Cost Evidence (as that term is defined in Paragraph
12(h) below), as modified from time to time, minus (b) the sum of the proceeds
of the construction loan for the Resort Project and the proceeds of the City
Loan to the extent of $3,000,000.00. The City will not agree to disburse the
full amount of the City Loan to the Resort Project prior to disbursement of the
construction loan of the Resort Lender, and the Title Company shall not be
permitted to disburse any portion of the City Loan to the Resort Project prior
to the disbursement of the full amount of the equity contribution of the Resort
LLC to the Resort Project.

         The City Loan shall be disbursed pursuant to the terms and conditions
of a disbursement agreement similar in content to the type of disbursement
agreement that is required by conventional lenders in connection with
construction loans. The parties to the agreement shall be the Developer, the
Resort LLC, the City, the Resort Lender, and the Title Company. The disbursement
agreement must be reasonably acceptable in all respects to the City and must
contain, among other things, provisions preventing the filing of materialmen's
liens and/or contractor's liens against the Resort Project, requiring the
approval of draw requests by the City, requiring draw requests to be accompanied
by AIA certificates reasonably acceptable to the City from the architect and
general contractor, requiring the proceeds of the City Loan and the construction
loan funds of the Resort Lender disbursed from time to time to be held in the
Title Company's trust account, requiring all of the funds for construction,
furnishing and equipping of the Resort Project to be disbursed through the Title
Company, and requiring the Resort LLC to at all times keep the loan in-balance
(i.e. the undisbursed construction loan funds of the Resort Lender together with
the undisbursed proceeds of the City Loan to the extent of $3,000,000.00 shall
at all times be sufficient to pay for all costs and expenses incurred or
expected to be incurred in connection with completion of the development,
construction, furnishing and equipping of the Resort Project and if they are
not, the Resort LLC shall be liable for making up any shortfall before any
additional City Loan funds are advanced). The disbursement agreement will state
that in the event of a casualty, the City will continue to disburse the City
Loan only if insurance proceeds are disbursed prior to disbursement of the
balance, if any, of the City Loan, if the Resort Lender's loan and the City Loan
(to the extent of $3,000,000.00) continue to be in-balance, and if the Resort
LLC constructs the Resort Project in accordance with the Plans.

                  In the event the City elects to refinance or finance the City
Loan, the Developer and the Resort LLC agree to cooperate reasonably in such
refinancing and/or financing as long

                                       33
<PAGE>

as the Guaranteed Property Tax Payment does not increase and as long as the
amount due from the Resort LLC on the Guaranteed Property Tax Payment does not
increase and as long as the refinancing does not result in a material impairment
of the rights of the Condominium LLC or the Resort LLC or a material increase in
the obligations of the Resort LLC or the Condominium LLC.

                  For the purposes of determining whether the loan is in
balance, the uses of funds as set forth in the Resort Project Cost Breakdown
shall be reduced by the $1,000,000.00 construction management fee or developer
fee the Developer expects to receive in connection with the Resort Project, it
being understood by the parties hereto that the Developer will receive that
construction management fee or development fee or a portion thereof, only if the
Resort Lender determines that there are funds available to be disbursed for such
purpose, all final costs and expenses of the development, construction,
furnishing and equipping of the Resort Project have been paid, and there are
funds remaining in the Condominium Completion Escrow Account. The City will
disburse any balance in the Condominium Completion Escrow Account to the Resort
Lender in accordance with the terms of Paragraph 40 below.

                  Resort LLC may prepay the City Loan in whole or in part, at
any time and from time to time. Any prepayment of the City Loan shall be applied
to installments of the Reimbursement Obligations due in the reverse order of
maturity. Resort LLC shall not be entitled to any credit for anticipated real
estate and personal property tax payments with respect to any installment so
prepaid. Except with respect to those installments of the Reimbursement
Obligations which were prepaid, any prepayment of the City Loan shall not
release the Resort LLC or the then owner of the Resort Project from its
obligations under the Reimbursement Agreement, including without limitation, its
obligation to pay the Real Estate and Personal Property Tax Shortfall each year
during the term of the Reimbursement Agreement. If the real estate and personal
property tax payments due and payable and/or paid in any year exceed the
Guaranteed Property Tax Payment for such year, such excess shall not be deemed a
prepayment of the City Loan or the Guaranteed Property Tax Payment.

         10. REIMBURSEMENT AGREEMENT. In consideration for the making of the
City Loan and leasing the Resort Site to the Resort LLC on favorable financial
terms, and in consideration for the City's making the Public Improvements to
enhance and benefit the Resort Project, the Resort LLC agrees to repay the full
amount of the City Loan to the City and agrees to reimburse the City for a
portion of the costs incurred by the City in making the Public Improvements and
for certain financing costs by guaranteeing that the Resort Project and the
Condominium Project will generate the Guaranteed Property Tax Payment each year
during the term of the Reimbursement Agreement. To evidence the City Loan and
the reimbursement obligations of Resort LLC, Resort LLC and the City will enter
into the Reimbursement Agreement and note associated therewith. The terms and
conditions of the Reimbursement Agreement and note will be negotiated by the
parties, and must be acceptable in all respects to the City and the Resort LLC,
in their respective reasonable discretions. The terms and conditions of the
Reimbursement Agreement will include, without limitation, the following:

         -        The Resort LLC will guarantee that the property taxes
                  generated by the Resort Project and/or the Condominium Project
                  and paid to the City as of October 1 of each year during the
                  term of the Reimbursement Agreement in connection with

                                       34
<PAGE>

                  the Resort Project and/or the Condominium Project, will equal
                  or exceed the Guaranteed Property Tax Payment due as of said
                  October 1 for such year as shown on Exhibit F attached hereto.

         -        In the event there is a Real Estate and Personal Property Tax
                  Shortfall in any year during the term of the Reimbursement
                  Agreement, then the amount of the Real Estate and Personal
                  Property Tax Shortfall for such year shall be due from and
                  paid by the Resort LLC to the City on October 1 of said year.

                  -        The Resort LLC's obligations under the Reimbursement
                           Agreement will be secured by a second mortgage on and
                           security interest in the Resort Project. The lien of
                           the second mortgage and security agreement will be
                           subordinate to the Resort Lender's first mortgage
                           loan and any first mortgage loan refinancing of such
                           mortgage as long as the first mortgage loan
                           refinancing secures a loan amount which does not
                           exceed the greater of: (a) a loan amount which, when
                           added to all other loans outstanding in connection
                           with the Resort Project secured by a mortgage or
                           other lien on the Resort Project, would result in a
                           total aggregate loans to value ratio for the Resort
                           Project at the time of the refinancing of 70% or less
                           of the then appraised value of the Resort Project,
                           taking into account the net operating income from the
                           Convention Center Project if the net operating income
                           from the Convention Center Project is collateral for
                           the refinancing, or (b) the then-outstanding
                           principal amount of the first mortgage loan being
                           refinanced, plus interest to the date of the
                           refinancing, plus closing costs required by the
                           refinancing lender to be paid in connection with the
                           refinancing. Notwithstanding the foregoing, in the
                           event that the Resort LLC refinances or otherwise
                           replaces the original Resort Lender loan or any
                           preferred equity or debt referred to in Paragraph 45
                           below prior to January 1, 2008, Resort LLC will not
                           enter into any refinance transaction or series of
                           transactions that would provide net cash proceeds to
                           Resort LLC in excess of $750,000.00 in the aggregate
                           for all such refinancings prior to January 1, 2008,
                           after payment of all costs and prior indebtedness.

         -        Any default beyond applicable notice and cure periods by the
                  Resort LLC under the Reimbursement Agreement will be a default
                  under the Resort Ground Lease, the Convention Center Operating
                  Lease, the Restrictive Covenants and Easement Agreement and
                  this Development Agreement. Any default beyond applicable
                  notice and cure periods under the Resort Ground Lease, the
                  Convention Center Operating Lease or by the Resort LLC under
                  this Development Agreement or by the Resort LLC under the
                  Restrictive Covenants and Easement Agreement will be a default
                  under the Reimbursement Agreement. Any default beyond
                  applicable notice and cure periods by the Resort LLC under the
                  Restrictive Covenants and Easement Agreement will be a default
                  under the Reimbursement Agreement.

         -        If the real estate and personal property tax payments due and
                  payable in any year are actually received by the City on or
                  before October 1 of such year (the "Calculation Date") and if
                  such payments exceed the Guaranteed Property Tax

                                       35
<PAGE>

                  Payment for such year, the City agrees to return to the Resort
                  LLC the amount by which the real estate and personal property
                  tax payments which were due and payable and paid in such year
                  exceed the Guaranteed Property Tax Payment for such year, but
                  only if all of the following apply: (i) the actual real estate
                  tax assessment and personal property tax assessment for any
                  calendar year prior to the calendar year of the Calculation
                  Date resulted in a Real Estate and Personal Property Tax
                  Shortfall in the following year, and (ii) the Resort LLC paid
                  or caused to be paid from sources other than the Guaranty
                  Deposit or the Reserve Fund the full amount of the Guaranteed
                  Property Tax Payment for the year in which the Real Estate and
                  Personal Property Tax Shortfall occurred, and (iii) there have
                  been no draws on the Guaranty Deposit and no disbursements
                  from the Reserve Fund, and (iv) the Resort LLC continues to
                  own the Resort Project, and (v) there is no uncured default
                  under either the Condominium Ground Lease or the Resort Ground
                  Lease, the Convention Center Operating Lease, the
                  Reimbursement Agreement, the Restrictive Covenants and
                  Easement Agreement and/or this Agreement. The City shall
                  return any excess from the calendar year of the Calculation
                  Date to the Resort LLC but only to the extent of the amount of
                  any Real Estate and Personal Property Tax Shortfall described
                  in subparagraph (i) above paid in a calendar year prior to the
                  calendar year of the Calculation Date from sources other than
                  the Guaranty Deposit or the Reserve Fund. If the City is not
                  required in any calendar year to pay any excess real and
                  personal property tax payments back to the Resort LLC, then
                  the City may use the excess payments in any manner it deems
                  fit.

         -        The parties understand and agree that the City's rights to
                  payment of the Real Estate and Personal Property Tax Shortfall
                  and the Room Tax Shortfall are not subordinate to payment of
                  any amounts to any lender of the Resort Project or the
                  Condominium Project or the Convention Center Project other
                  than the Resort Lender and/or the Condominium Lender. The
                  City's rights to the payment of real estate and personal
                  property taxes and room taxes and any other taxes and the City
                  Condominium Payments are not subordinate to payment of any
                  amounts due any lender, including without limitation, the
                  Resort Lender and the Condominium Lender.

         -        The City will have various rights and remedies under the
                  Reimbursement Agreement in the event of a default by the
                  Resort LLC under the Reimbursement Agreement which is not
                  cured within any applicable notice and cure periods, including
                  without limitation, the right to accelerate the Reimbursement
                  Obligations.

         -        Repayment of the City Loan and/or the City Convention Center
                  Funds shall not release the Resort LLC or the then owner of
                  the Resort Project from its obligations under the
                  Reimbursement Agreement or with respect to the Lease
                  Obligations, including without limitation, its obligation to
                  pay the Real Estate and Personal Property Tax Shortfall each
                  year during the term of the Reimbursement Agreement and its
                  obligation to pay the Room Tax Shortfall each year during the
                  initial term of the Convention Center Operating Lease (or the
                  Reimbursement

                                       36
<PAGE>

                  Agreement if the Lease Obligations are due to the City
                  pursuant to the Reimbursement Agreement).

         -        Foreclosure by the Resort Lender or any other lender of its
                  mortgage on the Resort Project or acceptance by the Resort
                  Lender or any other lender of a deed in lieu of foreclosure
                  shall not release the Resort LLC, its successors or assigns or
                  transferees from their obligations under the Reimbursement
                  Agreement or the Guarantors from their liabilities and
                  obligations under their Guaranties, it being understood by the
                  parties that the Resort LLC, its successors, assigns and
                  transferees shall remain liable for the payment of the Real
                  Estate and Personal Property Tax Shortfall each year during
                  the term of the Reimbursement Agreement and the Guarantors
                  shall remain liable under their Guaranties.

         -        Except as may be otherwise specifically permitted by this
                  Agreement, the Resort LLC shall not be permitted to assign,
                  transfer or convey its rights or obligations under the
                  Reimbursement Agreement without first obtaining the written
                  consent of the City, which consent the City may grant or
                  withhold in its sole discretion.

         -        If the Convention Center Operating Lease is terminated for any
                  reason except a voluntary termination of the Convention Center
                  Operating Lease by the City occurring other than by reason of
                  the occurrence of a Default, Resort LLC shall not be released
                  from the Lease Obligations and the Lease Obligations shall
                  automatically, without need of any further document or
                  instrument, become due and payable under the Reimbursement
                  Agreement.

         11. GUARANTIES. Resort LLC's monetary obligations under the
Reimbursement Agreement and the Convention Center Operating Lease shall be
irrevocably, jointly and severally guaranteed by the Guarantors as set forth in
the guaranties. The form and substance of the guaranties shall be acceptable to
the Guarantors and the City in their respective reasonable discretions. Each
guaranty will be unconditional except to the extent that a default in the
payment of the Guaranteed Room Tax Payment and/or the Guaranteed Property Tax
Payment beyond any applicable notice and cure periods must have occurred prior
to the exercise by the City of its rights under each guaranty and there shall be
no funds remaining in either the Guaranty Deposit or the Reserve Fund.

         Prior to the Resort Closing, the Resort LLC shall provide the Guaranty
Deposit to the City. If the Guaranty Deposit is in the form of a letter of
credit, the letter of credit shall be held by the City and shall be in form and
content satisfactory to the City in its reasonable discretion and shall be
issued by a bank or other financial institution reasonably acceptable to the
City. The beneficiary under the letter of credit shall be the City. The letter
of credit shall permit partial draws. The expiry date of the letter of credit
and any extensions thereof shall be not earlier than December 31, 2014. If any
letter of credit expires before December 31, 2014, and for any reason the expiry
date is not extended, Resort LLC understands that the City will draw on the
letter of credit prior to the expiry date of such letter of credit and will hold
the proceeds as a cash deposit as described below. The City shall be permitted
to make a draw under the letter of credit if all or any portion of the
Reimbursement Obligations or Lease Obligations are not paid when due (taking
into account any notice and cure period). If the City draws any amount under the
letter

                                       37
<PAGE>

of credit, the City shall use said amount to reimburse the City, first, for all
costs and expenses incurred by the City in connection with the default and then
to cure the default under the Reimbursement Agreement or with respect to the
Lease Obligations, as the case may be.

         If the Guaranty Deposit is a cash deposit rather than a letter of
credit, on or before the Resort Closing, the Resort LLC shall deposit cash in
the amount of $1,000,000.00 with a financial institution of Resort LLC's choice,
reasonably approved by the City. The cash deposit shall be in an account in the
name of the City only, and no person or entity other than the City shall have
the right to make any withdrawals from said account. The City shall be permitted
to make a withdrawal from the cash deposit account only if all or any portion of
the Reimbursement Obligations and/or the Lease Obligations are not paid when due
(taking into account any notice and cure period). If the City makes a withdrawal
from the cash deposit account, the City shall use said amount to reimburse the
City first, for all costs and expenses incurred by the City in connection with
the default and then to cure the default under the Reimbursement Agreement or
with respect to the Lease Obligations, as the case may be. If the Guaranty
Deposit is a cash deposit, any interest earned on the cash deposit shall accrue
to the benefit of the Resort LLC and shall be paid to Resort LLC on an annual
basis.

         Neither the Developer nor the Resort LLC nor the Condominium LLC nor
any Guarantor shall be permitted to place any mortgage, lien or other
encumbrance on the Resort Project or the Condominium Project or the Convention
Center Project to secure the Guaranty Deposit or any of their reimbursement or
payment obligations with respect to the Guaranty Deposit.

         In addition to the Guaranties and the Guaranty Deposit, the Resort LLC
shall deposit the Reserve Fund with the City on or before January 1, 2005. A
portion of the Reserve Fund will be deposited by the Resort LLC in an amount
equal to the difference obtained by subtracting $500,000.00, minus the dollar
amount of the room taxes received by the City from the Resort Project and the
Condominium Project, if any, for the calendar year 2004. It is the Resort LLC's
intention to obtain such funds from the Friends of Sheboygan but it is the
Resort LLC's obligation to deposit the funds or a letter or credit or a
combination of both into the Reserve Fund regardless of whether the funds or
letter of credit or combination of both come from the Friends of Sheboygan or
the Resort LLC. If the City received room taxes from the Resort Project and the
Condominium Project in the calendar year 2004, then the balance of the Reserve
Fund will be funded with 10% of the room tax revenues from the Resort Project
and the Condominium Project collected in the calendar years beginning in 2004
and continuing each year thereafter until an amount equal to the dollar amount
of the room taxes received by the City from the Resort Project and the
Condominium Project in calendar year 2004 has been deposited into the Reserve
Fund. The Reserve Fund shall be deposited with a financial institution of Resort
LLC's choice, reasonably approved by the City. It shall be held in an account in
the name of the City only, and no person or entity other than the City shall
have the right to make any withdrawals from said Reserve Fund. The City shall be
permitted to make a withdrawal from the Reserve Fund only if all or any portion
of the Reimbursement Obligations and/or the Lease Obligations are not paid when
due (taking into account any notice and cure period). If the City makes a
withdrawal from the Reserve Fund, the City shall use said amount to reimburse
the City first, for all reasonable costs and expenses incurred by the City in
connection with the default and then to cure the default under the Reimbursement
Agreement and/or with respect to the Lease Obligations, as the case may be.

                                       38
<PAGE>

         If any portion of the Reserve Fund is in the form of a letter of
credit, the letter of credit shall be held by the City and shall be in form and
content satisfactory to the City in its reasonable discretion and shall be
issued by a bank or other financial institution reasonably acceptable to the
City. The beneficiary under the letter of credit shall be the City. The letter
of credit shall permit partial draws. The expiry date of the letter of credit
and any extensions thereof shall be not earlier than October 1, 2010. If any
letter of credit expires before October 1, 2010, and for any reason the expiry
date is not extended, Resort LLC and the Friends of Sheboygan understand that
the City will draw on the letter of credit prior to the expiry date of such
letter of credit and will hold the proceeds as a cash deposit as described
above. The City shall be permitted to make a draw under the letter of credit if
all or any portion of the Reimbursement Obligations and/or the Lease Obligations
are not paid when due (taking into account any notice and cure period). If the
City draws any amount under the letter of credit, the City shall use said amount
to reimburse the City first, for all costs and expenses incurred by the City in
connection with the default and then to cure the default under the Reimbursement
Agreement and/or with respect to the Lease Obligations, as the case may be.

         A failure to deposit the Reserve Fund with the City on or before
January 1, 2005, shall not be a default under this Agreement but the City shall
be permitted to fund the Reserve Fund from the Condominium Completion Escrow
Account as set forth in Paragraph 40 below.

         In the event of a failure by the Resort LLC to pay all or any portion
of the Reimbursement Obligations and/or the Lease Obligations when due (taking
into account any notice or cure period), the City agrees first to draw upon the
Guaranty Deposit, then to draw upon the Reserve Fund, and then to seek payment
from any of the Guarantors.

         The City agrees that it will release the Reserve Fund, the Guaranties
and the Guaranty Deposit on certain terms and conditions. If there is no default
under this Agreement, the Reimbursement Agreement, the Condominium Ground Lease,
the Resort Ground Lease, the Restrictive Covenants and Easement Agreement or the
Convention Center Operating Lease, and if the Guaranty Deposit has not been
drawn upon, any room taxes deposited in the Reserve Fund shall be released to
the City as soon as possible after October 1, 2010, and the balance of the
Reserve Fund shall be released to the Resort LLC as soon as possible after
October 1, 2010. If there is no uncured default under this Agreement, the
Reimbursement Agreement, the Condominium Ground Lease, the Resort Ground Lease,
the Restrictive Covenants and Easement Agreement or the Convention Center
Operating Lease and if the Guaranty Deposit has not been drawn upon and if the
aggregate real estate, personal property and room tax revenue generated by the
Resort Project and the Condominium Project and paid from Net Cash Flow exceeds
110% of the annual aggregate Guaranteed Property Tax Payment and Guaranteed Room
Tax Payment as shown on Exhibit F and Exhibit G for any three consecutive
calendar years of operation commencing January 1, 2005 (the "First Test
Period"), then the guaranties of the members of the Board of Directors of The
Great Lakes Companies, Inc. shall be released. Notwithstanding the foregoing,
the guaranties of the members of the Board of Directors of The Great Lakes
Companies, Inc. shall not be released prior to January 1, 2008. If there is no
uncured default under this Agreement, the Reimbursement Agreement, the
Condominium Ground Lease, the Resort Ground Lease, the Restrictive Covenants and
Easement Agreement or the Convention Center Operating Lease and if the Guaranty
Deposit has not been drawn upon and if the aggregate real estate, personal
property and room tax revenue generated by the Resort Project

                                       39
<PAGE>

and the Condominium Project and paid from Net Cash Flow exceeds 110% of the
annual aggregate Guaranteed Property Tax Payment and Guaranteed Room Tax Payment
as shown on Exhibit F and Exhibit G for any three consecutive calendar years of
operation following the First Test Period (the "Second Test Period"), then the
guaranty of The Great Lakes Companies, Inc. shall be released. Notwithstanding
the foregoing, the guaranty of The Great Lakes Companies, Inc. shall not be
released prior to January 1, 2011. If there is no uncured default under this
Agreement, the Reimbursement Agreement, the Condominium Ground Lease, the Resort
Ground Lease, the Restrictive Covenants and Easement Agreement or the Convention
Center Operating Lease and if the Guaranty Deposit has not been drawn upon and
if the aggregate real estate, personal property and room tax revenue generated
by the Resort Project and the Condominium Project and paid from Net Cash Flow
exceeds 110% of the annual aggregate Guaranteed Property Tax Payment and
Guaranteed Room Tax Payment as shown on Exhibit F and Exhibit G for any three
consecutive calendar years of operation following the Second Test Period, then
the Guaranty Deposit shall be released. Notwithstanding the foregoing, the
Guaranty Deposit shall not be released prior to January 1, 2014.

         12. CONDITIONS PRECEDENT TO CITY'S AND AUTHORITY'S OBLIGATIONS. In
addition to the conditions precedent to the City's obligation to disburse the
City Loan and the City Convention Center Funds, as outlined in Paragraph 48
below, the obligations of the City and the Authority under this Development
Agreement (including without limitation, the obligation of the City and/or the
Authority to enter into the Resort Ground Lease, the Condominium Ground Lease,
the Convention Center Operating Lease, the Restrictive Covenants and Easements
Agreement and the Reimbursement Agreement) are conditioned upon the satisfaction
of each and every of the following conditions:

                  (a) On or before the Resort Closing date, Developer or Resort
LLC, at their cost, shall make the Resort Cost Breakdown available for review by
the City. The Resort Cost Breakdown shall be certified by Developer and Resort
LLC and the General Contractor as accurate and complete to the best of their
knowledge. The Resort Cost Breakdown shall show that all hard costs of
construction and furnishing of the Resort Project are not less than
$31,000,000.00. The Resort Cost Breakdown must otherwise show a state of facts
reasonably acceptable to the City.

                  On or before the Resort Closing date, Developer or Resort LLC,
at their cost, shall provide the City with the Convention Center Cost Breakdown.
The Convention Center Cost Breakdown shall be certified by the Developer and the
Resort LLC and the Construction Manager as accurate and complete to the best of
their knowledge. The Convention Center Cost Breakdown shall show that all hard
costs of construction and furnishing and equipping of the Convention Center
Project are not less than $5,951,984.00. The Convention Center Cost Breakdown
must otherwise show a state of facts reasonably acceptable to the City.

                  On or before the Resort Closing date, the Developer or Resort
LLC, at their cost, shall also make available for review a pro-forma operating
statement for the Resort Project. On or before the Resort Closing date, the
Developer or Resort LLC, at their cost, shall provide to the City, a pro-forma
operating statement for the Convention Center Project. The pro-forma operating
statements shall show a state of facts reasonably acceptable to the City.

                                       40
<PAGE>

                  (b) On or before the Resort Closing date, Resort LLC shall
provide the City with evidence satisfactory to the City that the Resort LLC is
authorized to enter into this Agreement and that the persons signing this
Agreement on behalf of Resort LLC are authorized to so sign this Agreement. On
or before the Resort Closing date, Resort LLC, at its cost, shall provide a
certified copy of its formation documents and a good standing certificate issued
by the appropriate governmental authority of the state of its formation. Such
formation documents must be reasonably acceptable to the City and must show a
state of facts as to ownership, management and control reasonably acceptable to
the City. The Resort LLC must be authorized to do business in Wisconsin. If any
member of Resort LLC is required by the formation documents of Resort LLC to
consent to the transactions which are the subject of this Development Agreement,
then any such member of Resort LLC which is an entity must also provide its
formation documents to City for review on or before the Resort Closing date,
which documents must be reasonably acceptable to the City. On or before the
Resort Closing date, Condominium LLC shall provide the City with evidence
satisfactory to the City that the Condominium LLC is authorized to enter into
this Agreement and that the persons signing this Agreement on behalf of
Condominium LLC are authorized to so sign this Agreement. On or before the
Resort Closing date, Condominium LLC, at its cost, shall provide a certified
copy of its formation documents and a good standing certificate issued by the
appropriate governmental authority of the state of its formation. Such formation
documents must be reasonably acceptable to the City and must show a state of
facts as to ownership, management and control reasonably acceptable to the City.
Condominium LLC must be authorized to do business in Wisconsin. If any member of
Condominium LLC is required by the formation documents of Condominium LLC to
consent to the transactions which are the subject of this Development Agreement,
then any such member of Condominium LLC which is an entity must also provide its
formation documents to City for review on or before the Resort Closing date,
which documents must be reasonably acceptable to the City. On or before the
Resort Closing date, Developer shall provide the City with evidence satisfactory
to the City that the Developer is authorized to enter into this Agreement and
that the persons signing this Agreement on behalf of Developer are authorized to
so sign this Agreement. On or before the Resort Closing date, Developer, at its
cost, shall provide a certified copy of its formation documents and a good
standing certificate issued by the appropriate governmental authority of the
state of its formation. Such formation documents must be reasonably acceptable
to the City and must show a state of facts as to ownership, management and
control reasonably acceptable to the City. If any shareholder of Developer is
required by the formation documents of Developer to consent to the transactions
which are the subject of this Development Agreement, then any such shareholder
of Developer which is an entity must also provide its formation documents to
City for review on or before the Resort Closing date, which documents must be
reasonably acceptable to the City.

                  (c) Simultaneously with the execution of this Agreement or on
or before the Resort Closing date, whichever is earlier to occur, Developer, at
its cost, shall provide a certificate of incumbency and resolutions of the Board
of Directors of Developer, and if any shareholder of Developer which is an
entity is required by the formation documents of Developer to consent to the
transactions which are the subject of this Development Agreement, then a
certificate of incumbency and resolutions or consents of such shareholder, all
of which resolutions and consents shall provide that Developer has been duly
authorized to enter into this Agreement and all other agreements, documents and
contracts required to be executed by it in connection with the transactions
which are the subject of this Agreement. The members of the

                                       41
<PAGE>

Board of Directors of Developer are Marc Vaccaro, Bruce Neviaser and Craig
Stark. Simultaneously with the execution of this Agreement or on or before the
Resort Closing date, whichever is earlier to occur, Resort LLC, at its cost,
shall provide a certificate of incumbency and consent of the members of Resort
LLC, if such consent is required by the formation documents of Resort LLC, and
if any member of Resort LLC which is an entity is required by the formation
documents of Resort LLC to consent to the transactions which are the subject of
this Development Agreement, then a certificate of incumbency and consent of such
members, all of which resolutions and consents shall provide that Resort LLC has
been duly authorized to enter into this Agreement and all other agreements,
documents and contracts required to be executed by it in connection with the
transactions which are the subject of this Agreement. Simultaneously with the
execution of this Agreement or on or before the Resort Closing date, whichever
is earlier to occur, Condominium LLC, at its cost, shall provide a certificate
of incumbency and consent of the members of Condominium LLC, if such consent is
required by the formation documents of Condominium LLC, and if any member of
Condominium LLC which is an entity is required by the formation documents of
Condominium LLC to consent to the transactions which are the subject of this
Development Agreement, then a certificate of incumbency and consent of such
members, all of which resolutions and consents shall provide that Condominium
LLC has been duly authorized to enter into this Agreement and all other
agreements, documents and contracts required to be executed by it in connection
with the transactions which are the subject of this Agreement.

                  (d) On or before the Resort Closing date, Resort LLC, at its
cost, shall obtain a written financing commitment from a lending institution of
Resort LLC's choice, under the terms of which said lender agrees to make a first
mortgage loan to Resort LLC in an amount not less than $29,500,000.00 for the
purpose of construction, furnishing, equipping and installation of the Resort
Project. Said financing commitment must be acceptable in all respects to City,
in City's reasonable discretion. At the Resort Closing date, the Resort LLC
shall close the Resort Lender's loan which is the subject of the financing
commitment on terms and conditions acceptable to the City and in connection
therewith, the Resort LLC shall provide all documents to be executed in
connection with the Resort Lender's loan to the City, which documents must be
reasonably acceptable to the City and which documents must contain terms and
conditions consistent with this Agreement.

                  (e) Intentionally omitted.

                  (f) On or before the Resort Closing date, the Developer or
Resort LLC, at its cost, shall provide an ALTA survey and the site plan of the
Resort Site, the Condominium Site, and the Convention Center Site, certified to
the City by a Wisconsin registered land surveyor, showing the location of all
improvements now or to be located thereon, all easements, pathways, exterior
boundary lines, walkways, private and public streets, adjoining public streets
and alleys, utilities, exits and entrances, all curbs, gutters, sidewalks,
medians and lighting. The survey must show a state of facts acceptable to the
City in its reasonable discretion.

                  (g) On or before the Resort Closing date, the Developer, at
its cost, shall deposit the Guaranty Deposit with the City. At or prior to the
Resort Closing date, the Guarantors shall have executed and delivered to the
City, their respective Guaranties, in form and content acceptable to the City.
At or prior to the Resort Closing date, the Resort LLC,

                                       42
<PAGE>

Developer, and Condominium LLC shall have executed and delivered to the City any
other documents and agreements as are required by this Agreement, including
without limitation, the second mortgage and certain subordination agreements.

                  (h) On or before the Resort Closing date, the Resort LLC shall
have entered into a guaranteed maximum price construction contract with the
General Contractor for the Resort Project, and a guaranteed maximum price
construction contract with the Construction Manager for the Convention Center
Project, an architect's agreement for the Resort Project and the Convention
Center Project and all other contracts and agreements necessary in connection
with completion and construction of the Resort Project and the Convention Center
Project, which contracts and agreements must be reasonably acceptable in all
respects to the City. The guaranteed maximum price construction contract for the
Resort Project must show that the costs of construction of the Resort Project do
not exceed the amount shown on the Resort Cost Breakdown for such costs. The
guaranteed maximum price construction contract for the Convention Center Project
must show that the costs of construction of the Convention Center Project do not
exceed the amount shown on the Convention Center Cost Breakdown for such costs
and all other terms and conditions of such contracts must be acceptable to the
City in its reasonable discretion. The Resort LLC shall make the guaranteed
maximum price construction contract for the Resort Project, the architect's
agreement for the Resort Project and all other contracts and agreements
necessary in connection with completion and construction of the Resort Project
available for review by the City on or before the Resort Closing date. The
Resort LLC shall provide the guaranteed maximum price construction contract for
the Convention Center Project, the architect's agreement for the Convention
Center Project and all other contracts and agreements necessary in connection
with completion and construction of the Convention Center Project to the City on
or before the Resort Closing date.

                  The guaranteed maximum price construction contract for the
Convention Center Project must obligate the Construction Manager to perform
construction management duties in connection with the Convention Center Project.
The rights of the Resort LLC under the guaranteed maximum price construction
contract for the Convention Center Project must be assignable to the City. The
Developer and the Resort LLC and the Construction Manager must comply with all
laws, rules, regulations and ordinances governing the public bidding process in
connection with the contracts and agreements for the Convention Center Project.

                  On or before the Resort Closing date, the Resort LLC shall
have made available for review by the City, all contracts and other evidence
reasonably satisfactory to the City, supporting each line item of the Resort
Cost Breakdown and any other costs of the Resort Project ("Resort Cost
Evidence") other than those line items or amounts which are the subject of the
guaranteed maximum price construction contract for the Resort Project. On or
before the Resort Closing date, the Resort LLC shall provide to the City all
contracts and other evidence reasonably satisfactory to the City, supporting
each line item of the Convention Center Cost Breakdown and any other costs of
the Convention Center Project ("Convention Center Cost Evidence") other than
those line items or amounts which are the subject of the guaranteed maximum
price construction contract for the Convention Center Project. The Resort Cost
Evidence must show that the costs of furnishing and equipping of the Resort
Project do not exceed the amount shown on the Resort Cost Breakdown for such
costs. The Convention Center Cost Evidence must show that the costs of
furnishing and equipping of the Convention Center

                                       43
<PAGE>

Project do not exceed the amount shown on the Convention Center Cost Breakdown
for such costs. The Resort Cost Evidence and the Convention Center Cost Evidence
must be acceptable to the City in its reasonable discretion.

                  (i) Intentionally omitted.

                  (j) Simultaneously with the occurrence of the Resort Closing
date, the City, the Authority, the Developer, the Resort LLC and the Condominium
LLC shall enter into the Restrictive Covenants and Easement Agreement, in form
and content agreed to by the parties. Simultaneously with the occurrence of the
Resort Closing date, the City and the Resort LLC shall enter into the
Reimbursement Agreement, in form and content agreed to by the parties.
Simultaneously with the occurrence of the Resort Closing date, the Authority and
the Resort LLC shall enter into the Resort Ground Lease, in form and content
agreed to by the parties. Simultaneously with the occurrence of the Resort
Closing date, the City and the Resort LLC shall enter into the Convention Center
Operating Lease in form and content agreed to by the parties. On or before the
Resort Closing date, the Authority and the Condominium LLC shall have agreed to
all terms and conditions of the Condominium Ground Lease. The Authority and the
Condominium LLC will enter into the Condominium Ground Lease in accordance with
the terms of Paragraph 40 below.

                  (k) On or before the Resort Closing date, the Resort LLC, as
owner of the Resort Project, and the Developer, as manager, shall have entered
into a management agreement with respect to the management and operation of the
Resort Project, which agreement must be provided to the City on or before the
Resort Closing date, and which agreement must be reasonably acceptable to the
City.

                  (l) On or before the Resort Closing date, the City and the
Authority shall have approved the Resort Ground Lease, the Convention Center
Operating Lease, the Restrictive Covenants and Easement Agreement, the
Reimbursement Agreement, the Condominium Ground Lease, the lease, if any,
between the City and the Authority with respect to the Convention Center
Project, the Intercreditor Agreement referred to in this Paragraph 12(v), and
all other agreements which require approval. On or before the Resort Closing
date, any conditions imposed in connection with the City's and/or Authority's
approval of this Development Agreement shall have been satisfied.

                  (m) Intentionally omitted.

                  (n) On or before the Resort Closing date, the Developer, at
its cost, shall have made available for review by the City at the Resort Project
or such other location as may be mutually agreed to by the City and the
Developer, financial statements for The Great Lakes Companies, Inc. and each
member of its Board of Directors and for the Resort LLC and the Condominium LLC.
The financial statements must show a state of facts reasonably acceptable to the
City.

                  (o) The Resort Closing must occur on or before July 31, 2003.

                  (p) Intentionally omitted.

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<PAGE>

                  (q) On or before the Resort Closing date, the Developer or the
Resort LLC, at its cost, shall prepare a feasibility and marketing study with
respect to the Resort Project and the Convention Center Project and the
Condominium Project which the City shall have the right to review. The study
must show a state of facts with respect to the cash flow from the Resort Project
and the Convention Center Project and the Condominium Project reasonably
acceptable to the City. On or before the Resort Closing date, the Developer or
the Resort LLC, at its cost, shall make available for review by the City at the
Resort Project or such other location as may be mutually agreed to by the City
and the Developer and the Resort LLC, an appraisal of the Resort Project and the
Convention Center Project, showing that the aggregate fair market value of the
Resort Project and the Convention Center Project is not less than
$37,295,207.00. The City must be reasonably satisfied following review of such
appraisal that the fair market value of the Resort Project is not less than
$31,000,000.00 and the fair market value of the Convention Center Project is not
less than $6,295,207.00. On or before the Resort Closing date, the Developer or
the Resort LLC, at its cost, shall make available for review by the City, an
appraisal of the Condominium Project, which appraisal shall show that the fair
market value of the Condominium Project is not less than $10,000,000.00.

                  (r) No uncured default, or event which with the giving of
notice or lapse of time or both would be a default, shall exist under this
Agreement. The Resort LLC and the Condominium LLC shall not be in default
(beyond any applicable period of grace) of any of their obligations under any
other material agreement or instrument to which the Resort LLC or the
Condominium LLC is a party or an obligor. The Developer shall not be in default
(beyond any applicable notice and cure periods) of any of its obligations under
any agreement or instrument related to the Resort Project or the Convention
Center Project or the Condominium Project.

                  (s) At the Resort Closing, the difference between (i) the
total aggregate cost of the Resort Project as shown in the greater of (A) the
Resort Cost Breakdown, or (B) the combination of the guaranteed maximum price
construction contract for the Resort Project and the other Resort Cost Evidence,
minus (ii) the sum of the proceeds of the Resort Lender's loan and the City Loan
to the extent of $3,000,000.00, shall be deposited by the Resort LLC with the
Title Company, be available for disbursement and be disbursed for the Resort
Project prior to the disbursement of the City Loan. At the Resort Closing, the
difference between (iii) the total aggregate cost of the Convention Center
Project as shown in the greater of (C) the Convention Center Cost Breakdown, or
(D) the combination of the guaranteed maximum price construction contract for
the Convention Center Project and the Convention Center Cost Evidence, minus
(ii) the City Convention Center Funds in the amount of $8,200,000.00, shall be
deposited by the Resort LLC with the Title Company, be available for
disbursement and be disbursed for the Convention Center Project prior to the
disbursement of the City Convention Center Funds.

                  (t) On or before the Resort Closing date, counsel for the
Resort LLC and the Condominium LLC and the Developer shall provide an opinion of
their counsel reasonably acceptable to the City, stating among other things,
that the persons executing this Agreement and the agreements entered into
hereunder are authorized to do so, that the Resort LLC, the Condominium LLC, and
the Developer have duly authorized entry into this Agreement and the agreements
entered into hereunder, and other matters, but specifically excluding any
opinion that this Agreement or any of the agreements entered into hereunder are
enforceable and excluding any opinion that the Resort LLC and the Condominium
LLC have complied with all applicable

                                       45
<PAGE>

securities laws, rules, regulations and ordinances in the formation of the
Resort LLC and the Condominium LLC and in the sale of condominium units.

                  (u) On or before the Resort Closing date, the Resort Lender
shall have agreed in writing with the City to the terms and conditions of
Paragraph 40 below.

                  (v) On or before the Resort Closing date, the Resort Lender,
the Authority, and the City shall have entered into an Intercreditor Agreement
in form and substance reasonably acceptable to the Resort Lender, the Authority
and the City. The Intercreditor Agreement shall, among other things, address
such issues as notices of default and rights to cure defaults, rights of the
Resort Lender and the City and the Authority in the event of a default under the
Resort Lender's loan or the Reimbursement Agreement or with respect to the Lease
Obligations, exercise of remedies, and rights of the parties in the event of a
bankruptcy of the Resort LLC. The Intercreditor Agreement shall provide that in
the event the Resort and Convention Center Funding Date does not occur on or
before September 30, 2003, then the Resort Lender shall execute and deliver to
the City and the Authority, a satisfaction of the Resort Lender's mortgage on
the Authority's fee interest in the Resort Site. The Resort Lender shall also
agree that there shall be no disbursement of the Resort Lender's loan until the
City's conditions to disbursement of the City Loan and the City Convention
Center Funds have been met or satisfied.

                  (w) On or before the Resort Closing date, the Resort LLC, the
Resort Lender, the City, and the Title Company shall have agreed on the form and
substance of the disbursement agreement referred to in Paragraph 9 above. The
disbursement agreement must be in form and substance reasonably acceptable to
all of the parties to it. On or before the Resort Closing date, the Resort LLC,
the City, and the Title Company shall have agreed on the form and substance of
the disbursement agreement referred to in Paragraph 44 below. The disbursement
agreement must be in form and substance reasonably acceptable to all of the
parties to it.

                  (x) Intentionally omitted.

                  If all conditions contained in this Section 12 are satisfied
within the time periods for satisfaction of such conditions as set forth above
or if such conditions are waived in writing by the City and the Authority, as
the case may be, within the time periods for satisfaction of such conditions as
set forth above, then the above conditions shall be deemed satisfied. Otherwise,
the Authority or the City, at their respective options, exercised in their sole
discretions, may terminate this Agreement, in which event, none of the parties
to this Agreement shall have any further liability or obligation to the other
parties.

                  All submissions given to the City and the Authority to satisfy
the conditions contained in this Section 12 must be satisfactory in form and
content to the City and the Authority, in their reasonable discretions, unless
otherwise specifically stated.

                  The City's obligation to disburse the City Loan and the City
Convention Center Funds is subject to further conditions, as described in
Paragraph 48 below, in addition to the conditions described in this Paragraph
12.

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<PAGE>

         13. CONDITIONS PRECEDENT TO THE DEVELOPER'S AND RESORT LLC'S AND
CONDOMINIUM LLC'S OBLIGATIONS. The Developer's and Resort LLC's and Condominium
LLC's obligations under this Development Agreement are conditioned upon the
following:

                  (a) On or before the Resort Closing date, the City shall
prepare a construction and completion schedule for the Public Improvements and
the City will provide evidence satisfactory to the Developer, the Resort LLC and
the Condominium LLC that the City will complete the Public Improvements in
accordance with the schedule. Developer and Resort LLC understand and agree that
they or either of them shall be solely responsible for hooking up sanitary sewer
and storm sewer, water, gas, electric, telephone and any other utility service
to the Resort Project and the Convention Center Project. The City's sole
responsibility in that regard is to coordinate the installation of the utility
services up to the boundaries of the rights-of-way adjacent to the Resort
Project and the Convention Center Project as a Public Improvement. Developer and
Condominium LLC understand and agree that they or either of them shall be solely
responsible for hooking up sanitary sewer and storm sewer, water, gas, electric,
telephone and any other utility service to the Condominium Project. The City's
sole responsibility in that regard is to coordinate and pay for the installation
of the utility services up to the boundaries of the rights-of-way adjacent to
the Condominium Project as a Public Improvement.

                  (b) On or before the Resort Closing date, the Resort LLC shall
obtain evidence satisfactory to it that subject to Paragraph 40 and the other
terms of this Agreement, the City will provide the City Loan at the times and in
the amounts described in Paragraph 9 above, simultaneously with the Resort and
Convention Center Funding Date.

                  (c) On or before the Resort Closing date, the City, at its
cost, shall provide all plans and specifications for the Public Improvements.
The plans and specifications for the Public Improvements shall contain the level
of detail that would be contained in plans and specifications created in the
schematic design phase of a project.

                  (d) At the Resort Closing, the Resort LLC shall close the loan
which is the subject of the financing commitment referred to in Paragraph 12(d)
above on terms and conditions acceptable to the Resort LLC in its sole
discretion.

                  (e) On or before the Resort Closing date, the Developer or
Resort LLC at its cost shall have obtained evidence satisfactory to them that
the final approval of the planned unit development of which the Resort Project
and the Convention Center Project and the Condominium Project are a part and any
other necessary zoning approvals will be issued and that any conditions imposed
on the Developer, Resort LLC and/or Condominium LLC to obtain any zoning
approval will be acceptable to the Developer and Resort LLC and Condominium LLC.

                  (f) On or before the Resort Closing date, Developer or Resort
LLC, at its expense, shall obtain a commitment from the Title Company agreeing
to insure Resort LLC's leasehold interest in the Resort Site, which title
commitment must show a state of facts acceptable to the Developer and Resort
LLC, in their reasonable discretions. On or before the Resort Closing date,
Developer or Condominium LLC, at its expense, shall obtain a commitment from the
Title Company agreeing to insure Condominium LLC's leasehold interest in the

                                       47
<PAGE>

Condominium Site, which title commitment must show a state of facts acceptable
to the Developer and Condominium LLC, in their reasonable discretions.

                  (g) On or before the Resort Closing date, the Developer must
have satisfied itself that the survey provided pursuant to Paragraph 12(f) above
is acceptable in all respects to the Developer, in its reasonable discretion.

                  (h) Simultaneously with the occurrence of the Resort Closing
date, the City, the Authority, the Developer, the Resort LLC and the Condominium
LLC shall enter into the Restrictive Covenants and Easement Agreement, in form
and content agreed to by the parties. Simultaneously with the occurrence of the
Resort Closing date, the City and the Resort LLC shall enter into the
Reimbursement Agreement, in form and content agreed to by the parties.
Simultaneously with the occurrence of the Resort Closing date, the Authority and
the Resort LLC shall enter into the Resort Ground Lease, in form and content
agreed to by the parties. Simultaneously with the occurrence of the Resort
Closing date, the City and the Resort LLC shall enter into the Convention Center
Operating Lease in form and content agreed to by the parties.

                  (i) The Resort Closing must occur on or before July 31, 2003.

         If all conditions contained in this Section 13 are satisfied within the
time periods for satisfaction of such conditions as set forth above or if such
conditions are waived in writing by the Developer and the Resort LLC and the
Condominium LLC within the time periods for satisfaction of such conditions as
set forth above, then the above conditions shall be deemed satisfied. Otherwise,
the Developer, the Resort LLC or the Condominium LLC, at their respective
options, exercised in their sole discretions, may terminate this Agreement, in
which event, none of the parties to this Agreement shall have any further
liability or obligation to the other parties. The occurrence of the Resort
Closing shall be deemed a waiver of the conditions in this Section 13.

         All submissions given to the Developer, Resort LLC and/or Condominium
LLC to satisfy the conditions contained in this Paragraph 13 must be
satisfactory in form and content to the Developer, the Resort LLC and the
Condominium LLC, in their reasonable discretions, unless otherwise specifically
stated.

         14. REPRESENTATIONS AND WARRANTIES AND COVENANTS. Developer and Resort
LLC and Condominium LLC each make to and with the City and the Authority, the
following representations and warranties and covenants applicable to it:

                  (a) All copies of financial statements, documents, contracts
and agreements which Developer has furnished to the City and the Authority are
true and correct in all material respects. There has been no material adverse
change in the business operations of Developer since the date of the last
financial statements furnished by it to the City and the Authority. All copies
of financial statements, documents, contracts and agreements which Resort LLC
and any Guarantor have furnished to the City and the Authority are true and
correct in all material respects. There has been no material adverse change in
the business operations of Resort LLC or any Guarantor or the financial
condition of any Guarantor since the date of the last financial

                                       48
<PAGE>

statements furnished by each of them to the City and the Authority. All copies
of financial statements, documents, contracts and agreements which Condominium
LLC has furnished to the City and the Authority are true and correct in all
material respects. There has been no material adverse change in the business
operations of Condominium LLC since the date of the last financial statements
furnished by it to the City and the Authority.

                  (b) Developer has paid, and will pay when due, all federal,
state and local taxes, and will promptly prepare and file returns for accrued
taxes prior to any taxes becoming delinquent. Resort LLC and/or its members have
paid, and will pay when due, all federal, state and local taxes, and will
promptly prepare and file returns for accrued taxes prior to any taxes becoming
delinquent. Condominium LLC and/or its members have paid, and will pay when due,
all federal, state and local taxes, and will promptly prepare and file returns
for accrued taxes prior to any taxes becoming delinquent.

                  (c) The Resort LLC represents, warrants and covenants that all
work performed and materials furnished for the Resort Project and the Convention
Center Project will be fully paid for or caused to be paid for by Resort LLC as
set forth in this Agreement. The Condominium LLC represents, warrants and
covenants that all work performed and materials furnished for the Condominium
Project will be fully paid for or caused to be paid for by Condominium LLC as
set forth in this Agreement.

                  (d) To the best of its knowledge, no statement of fact by
Developer contained in this Agreement and no statement of fact furnished or to
be furnished by Developer to the City or the Authority pursuant to this
Agreement contains or will contain any untrue statement of a material fact or
omits or will omit to state a material fact necessary in order to make the
statements herein or therein contained not misleading at the time when made. To
the best of its knowledge, no statement of fact by Resort LLC contained in this
Agreement and no statement of fact furnished or to be furnished by Resort LLC to
the City or the Authority pursuant to this Agreement contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact necessary in order to make the statements herein or therein
contained not misleading at the time when made. To the best of its knowledge, no
statement of fact by Condominium LLC contained in this Agreement and no
statement of fact furnished or to be furnished by Condominium LLC to the City or
the Authority pursuant to this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary in order to make the statements herein or therein contained not
misleading at the time when made. These covenants of Developer and Resort LLC
shall be true as of the date hereof and as of the Resort Closing and as of the
Resort and Convention Center Funding Date. These covenants of Developer and
Condominium LLC shall be true as of the date hereof and as of the Condominium
Closing.

                  (e) Developer is a corporation duly formed and validly
existing and has the power and all necessary licenses, permits and franchises to
own its assets and properties and to carry on its business. Developer is duly
licensed or qualified to do business and in good standing in the State of
Wisconsin and all other jurisdictions in which failure to do so would have a
material adverse effect on its business or financial condition. Resort LLC is a
limited liability company duly formed and validly existing and has the power and
all necessary licenses, permits and franchises to own its assets and properties
and to carry on its business. Resort LLC is duly

                                       49
<PAGE>

licensed or qualified to do business and in good standing in the State of
Wisconsin and all other jurisdictions in which failure to do so would have a
material adverse effect on its businesses or financial conditions. Condominium
LLC is a limited liability company duly formed and validly existing and has the
power and all necessary licenses, permits and franchises to own its assets and
properties and to carry on its business. Condominium LLC is duly licensed or
qualified to do business and in good standing in the State of Wisconsin and all
other jurisdictions in which failure to do so would have a material adverse
effect on its businesses or financial conditions.

                  (f) The execution, delivery and performance of this Agreement
have been duly authorized by all necessary corporate action of the Developer and
constitute valid and binding obligations of the Developer enforceable in
accordance with their terms, subject only to applicable bankruptcy, insolvency,
reorganization, moratorium, general principles of equity, and other similar laws
of general application affecting the enforceability of creditors' rights
generally. The execution, delivery and performance of this Agreement have been
duly authorized by all necessary limited liability company action of the Resort
LLC and constitute valid and binding obligations of the Resort LLC enforceable
in accordance with their terms, subject only to applicable bankruptcy,
insolvency, reorganization, moratorium, general principles of equity, and other
similar laws of general application affecting the enforceability of creditors'
rights generally. The execution, delivery and performance of this Agreement have
been duly authorized by all necessary limited liability company action of the
Condominium LLC and constitute valid and binding obligations of the Condominium
LLC enforceable in accordance with their terms, subject only to applicable
bankruptcy, insolvency, reorganization, moratorium, general principles of
equity, and other similar laws of general application affecting the
enforceability of creditors' rights generally.

                  (g) The execution, delivery, and performance of the
Developer's obligations pursuant to this Agreement will not violate or conflict
with the Developer's articles of incorporation or by-laws or any indenture,
instrument or material agreement by which the Developer is bound, nor will the
execution, delivery, or performance of the Developer's obligations pursuant to
this Agreement violate or conflict with any law applicable to the Developer or
the Resort Project, the Convention Center Project or the Condominium Project.
The execution, delivery, and performance of the Resort LLC's obligations
pursuant to this Agreement will not violate or conflict with the articles of
organization or the operating agreement of Resort LLC or any indenture,
instrument or material agreement by which the Resort LLC is bound, nor will the
execution, delivery, or performance of the Resort LLC's obligations pursuant to
this Agreement violate or conflict with any law applicable to the Resort LLC.
The execution, delivery, and performance of the Condominium LLC's obligations
pursuant to this Agreement will not violate or conflict with the articles of
organization or the operating agreement of Condominium LLC or any indenture,
instrument or material agreement by which the Condominium LLC is bound, nor will
the execution, delivery, or performance of the Condominium LLC's obligations
pursuant to this Agreement violate or conflict with any law applicable to the
Condominium LLC.

                  (h) Except for the Notice of Claim filed with the City of
Sheboygan and dated April 14, 2003, as of the date of this Agreement, there is
no litigation or proceeding pending or threatened against or affecting the
Developer or the Resort LLC or the Resort Project or the Convention Center
Project or any Guarantor that would materially adversely affect the Resort

                                       50
<PAGE>

Project or the Convention Center Project, the Developer, the Resort LLC, or any
Guarantor or the enforceability of this Agreement, the ability of the Developer
or the Resort LLC to complete the Resort Project and the Convention Center
Project or the ability of the Developer or the Resort LLC to perform their
respective obligations under this Agreement. As of the date of this Agreement,
there is no litigation or proceeding pending or threatened against or affecting
the Developer or the Condominium LLC or the Condominium Project or any Guarantor
that would materially adversely affect the Condominium Project, the Developer,
the Condominium LLC, or any Guarantor or the enforceability of this Agreement,
the ability of the Developer or the Condominium LLC to complete the Condominium
Project or the ability of the Developer or the Condominium LLC to perform their
respective obligations under this Agreement.

                  (i) To the best of its knowledge, the Resort LLC represents
and warrants that the Resort Cost Breakdown accurately reflects all Resort
Project costs that will be incurred by the Developer and the Resort LLC in the
development, completion, construction, furnishing and equipping of the Resort
Project, and the City and the Authority shall be entitled to rely on the Resort
Cost Breakdown. To the best of its knowledge, the Resort LLC represents and
warrants that the Convention Center Cost Breakdown accurately reflects all
Convention Center Project costs that will be incurred by the Developer and the
Resort LLC in the development and completion and construction of the Convention
Center Project, and the City and the Authority shall be entitled to rely on the
Convention Center Cost Breakdown. Developer and the Resort LLC know of no
circumstances presently existing or reasonably likely to occur which would or
could reasonably be expected to result in a material adverse variation or
deviation from the Resort Cost Breakdown or the Convention Center Cost
Breakdown. To the best of its knowledge, the Condominium LLC represents and
warrants that the Condominium Cost Breakdown accurately reflects all Condominium
Project costs that will be incurred by the Developer and the Condominium LLC in
the development, completion, construction, furnishing and equipping of the
Condominium Project, and the City and the Authority shall be entitled to rely on
the Condominium Cost Breakdown. The Developer and the Condominium LLC know of no
circumstances presently existing or reasonably likely to occur which would or
could reasonably be expected to result in a material adverse variation or
deviation from the Condominium Cost Breakdown.

                  (j) No default, or event which with the giving of notice or
lapse of time or both would be a default, exists under this Agreement, and the
Developer is not in default (beyond any applicable period of grace) of any of
its obligations under any other material agreement or instrument in connection
with the Resort Project or the Convention Center Project or the Condominium
Project to which the Developer is a party or an obligor. Resort LLC is not in
default (beyond any applicable period of grace) of any of its obligations under
any agreement or instrument to which it is a party or an obligor. Condominium
LLC is not in default (beyond any applicable period of grace) of any of its
obligations under any agreement or instrument to which it is a party or an
obligor.

                  (k) The Developer covenants that the shareholders of Developer
will not transfer or convey their respective interests in Developer without
first obtaining the written consent of the City, which consent the City will not
unreasonably withhold if the transferees have the same level of experience in
the operation and management of projects similar to the Resort Project as the
original shareholders of the Developer on the date of this Agreement and if

                                       51
<PAGE>

the Developer continues to manage the Resort Project and the Resort LLC
continues to manage the Convention Center Project. Notwithstanding the
foregoing, a shareholder may transfer his/her interest in Developer as long as
persons who have the same level of experience in the operation and management of
projects similar to the Resort Project as is possessed by the shareholders of
Developer on the date of this Agreement continue to exercise day-to-day control
and management over the Developer.

                  (l) Developer and Resort LLC covenant that The Great Lakes
Companies, Inc., as the sole manager of the Resort LLC, will not sell, transfer,
assign, convey or encumber its interest in the Resort LLC prior to completion of
construction of the Resort Project and the Convention Center Project. Developer
and Resort LLC covenant that the Great Lakes Companies, Inc., as the sole
manager of the Resort LLC, will not sell, transfer, assign, convey or encumber
its interest in the Resort LLC without first obtaining the written consent of
the City, which consent will not be unreasonably withheld if all of the
following apply: (i) there is no uncured default under this Agreement by the
Resort LLC, the Resort Ground Lease, the Convention Center Operating Lease, the
Reimbursement Agreement or by the Resort LLC under the Restrictive Covenants and
Easement Agreement; (ii) the transferee shall have at least the level of
experience as is possessed on the date of this Agreement by the Developer and
the Resort LLC in the management and operation of projects similar to the Resort
Project; (iii) the transferee shall have at least the experience similar to the
experience of the Resort LLC and the Developer in the operation of convention
centers; and (iv) the reputation and business of the transferee must be at least
reasonably consistent with the standards and quality of the Resort LLC and the
Developer on the date of this Agreement. Notwithstanding any transfer, the
Resort LLC shall not be released from any of its liabilities and obligations
under this Agreement, the Resort Ground Lease, the Convention Center Operating
Lease, the Reimbursement Agreement or the Restrictive Covenants and Easement
Agreement and no Guarantor shall be released from its liabilities and
obligations under his/her/its Guaranty. In addition, the City shall not release
the Guaranty Deposit or the Reserve Fund except as otherwise set forth in
Paragraph 11 above. The Resort LLC covenants that the sole manager of the Resort
LLC shall have sole management and control over the day-to-day operations of
Resort LLC and there shall be no amendment or modification to the formation
documents of Resort LLC which would in any material way modify or change such
management and control of Resort LLC by its sole manager.

                  (m) The Resort LLC covenants that the Resort LLC shall not
sell, convey, assign, or otherwise transfer the Resort Project or its leasehold
interest in the Resort Site prior to completion of construction of the Resort
Project and the Convention Center Project, without the prior written consent of
the Authority and the City, which consent the Authority and the City may
withhold in their sole and absolute discretions. Except as may be otherwise
specifically permitted by this Agreement, the Resort LLC covenants that it shall
not encumber the Resort Project or its leasehold interest in the Resort Site,
without the prior written consent of the Authority and the City, which consent
the Authority and the City may withhold in their sole and absolute discretions.
Following completion of construction of the Resort Project and the Convention
Center Project, the Resort LLC covenants that it shall not sell, convey, assign,
or otherwise transfer the Resort Project or its leasehold interest in the Resort
Site, nor will the Resort LLC agree to permit the sale, transfer, assignment, or
conveyance of the Resort Project or its leasehold interest in the Resort Site
without the prior written consent of the Authority and the City, which consent
the Authority and the City will not unreasonably withhold, provided all of

                                       52
<PAGE>

the following apply: (i) there is no uncured default by the Resort LLC under
this Agreement, and there is no uncured default under the Resort Ground Lease,
the Convention Center Operating Lease, the Reimbursement Agreement or by the
Resort LLC under the Restrictive Covenants and Easement Agreement; (ii) the
transferee shall have at least the level of experience as is possessed on the
date of this Agreement by the Developer and Resort LLC in the management and
operation of projects similar to the Resort Project; (iii) the transferee shall
have a minimum net worth of $5,000,000.00 as shown in financial statements and
reports furnished to the City and the Authority; (iv) the transferee shall
assume all liabilities and obligations of the Resort LLC under this Agreement,
the Resort Ground Lease, the Convention Center Operating Lease, the
Reimbursement Agreement and the Restrictive Covenants and Easement Agreement;
(v) any first mortgage loan which the transferee has in connection with the
Resort Project, shall not exceed the greater of (A) a loan amount which, when
added to any other loans outstanding in connection with the Resort Project
secured by a mortgage or other lien on the Resort Project, results in a total
aggregate loans to value ratio for the Resort Project at the time of the
transfer of 70% or less of the then appraised value of the Resort Project,
taking into account the net operating income from the Convention Center Project
if the net operating income from the Convention Center Project is collateral for
the transferee's financing, or (B) the then-outstanding principal amount of the
first mortgage loan being paid out by the transferor in connection with the
transfer, plus interest to the date of the payout, plus closing costs required
by the transferee's lender to be paid in connection with the financing; (vi) the
transferee shall have experience similar to the experience of the Resort LLC and
the Developer in the operation of convention centers; (vii) the City shall have
received as of the date of the transfer, not less than $6,100,000.00 in the
aggregate in connection with the Reimbursement Obligations and the Lease
Obligations, which amount has been or will be applied by the City, at the City's
option, to either the Reimbursement Obligations and/or Lease Obligations, next
coming due; and (viii) the reputation and business of the transferee must be at
least reasonably consistent with the standards and quality of the Resort LLC and
the Developer on the date of this Agreement. Notwithstanding any transfer, no
Guarantor shall be released from its liabilities and obligations under
his/her/its Guaranty unless a guaranty or guaranties (in the form of the
guaranty signed by the original Guarantor) are delivered from substitute
guarantor(s) acceptable to the City in its reasonable discretion, who have a
combined net worth at least equal to the net worth of the Guarantors on the date
of this Agreement. In addition, the City shall not release the Guaranty Deposit
or the Reserve Fund except as otherwise set forth in Paragraph 11 above.

                  (n) The Condominium LLC covenants that it will not sell,
transfer, assign, convey or encumber, nor will the Condominium LLC agree to or
permit the sale, transfer, assignment, conveyance or encumbrance of the
Condominium Project or the Condominium LLC's leasehold interest in the
Condominium Site, without the prior written consent of the City and the
Authority, which consent the City and the Authority may grant or withhold in
their sole and absolute discretions; provided, however, the Condominium LLC may
sell each condominium unit to an individual owner in an arm's length transaction
and in connection therewith, shall transfer to the individual owner, the
undivided percentage interest in the common elements appurtenant to the sold
condominium. The Condominium LLC may sell a condominium unit to an Affiliate or
any other member of the Condominium LLC, the Resort LLC or the Developer only if
said Affiliate or other member pays the same price as those prices being paid by
non-Affiliates for individual condominium units. The Condominium LLC covenants
that the members of the Condominium LLC will not sell, transfer, assign, convey
or

                                       53
<PAGE>

encumber their respective interests in the Condominium LLC without first
obtaining the written consent of the City and the Authority, which consent the
City and the Authority may grant or withhold in their reasonable discretions.

                  (o) Except for the collateral assignment of the Resort LLC's
interest in the Convention Center Operating Lease to the Resort Lender, and
except for a sublease of the convention center restaurant to the restaurant
operator reasonably approved by the City, the Resort LLC covenants that it will
not sell, convey, assign or otherwise transfer its interest in the Convention
Center Operating Lease or the operation and/or management of the Convention
Center Project without the prior written consent of the City, which consent the
City will not unreasonably withhold if all of the following apply: (i) there is
no uncured default by the Resort LLC under this Agreement, and there is no
uncured default under the Resort Ground Lease, the Convention Center Operating
Lease, the Reimbursement Agreement or by the Resort LLC under the Restrictive
Covenants and Easement Agreement; (ii) the transferee shall have a level of
experience similar to or greater than that of the Developer and the Resort LLC
in the management and operation of projects similar to the Convention Center
Project; (iii) the transferee shall have a minimum net worth reasonably
acceptable to the City, as shown in financial statements and reports furnished
to the City; (iv) the transferee shall assume all liabilities and obligations of
the Resort LLC under this Agreement, the Resort Ground Lease, the Convention
Center Operating Lease, the Reimbursement Agreement and the Restrictive
Covenants and Easement Agreement; (v) the transferee shall be the owner of the
Resort Project; and (vi) the reputation and business of the transferee must be
at least reasonably consistent with the standards and quality of the Resort LLC
and the Developer on the date of this Agreement. Except for the collateral
assignment of the Resort LLC's interest in the Convention Center Operating Lease
to the Resort Lender, the Resort LLC will not pledge or encumber the Convention
Center Operating Lease or its rights thereunder.

                  (p) Resort LLC covenants that it shall commence construction
of the Resort Project not later than July 1, 2003. The Resort LLC covenants that
it will continue construction of the Resort Project diligently and shall
complete construction of the Resort Project no later than the Resort Completion
Date. Resort LLC covenants that it shall commence construction of the Convention
Center Project not later than July 1, 2003. The Resort LLC covenants that it
will continue construction of the Convention Center Project diligently and shall
complete construction of the Convention Center Project no later than the
Convention Center Completion Date. The Condominium LLC covenants that it shall
commence construction of not less than 32 condominium units in eight buildings
of four units each, in Phases 1 through 8 of the Condominium Project (all as
described in Paragraph 40 below) not later than 13 months following the date of
this Development Agreement. The Condominium LLC covenants that it will continue
construction of the Condominium Project diligently and shall complete
construction of each Phase of the Condominium Project on or before 12 months
following the date of commencement of construction of such Phase of the
Condominium Project.

                  (q) Except as may be otherwise specifically set forth in
Paragraph 28 below, Resort LLC covenants that it will conform and comply with,
and will cause the Resort Project and the Convention Center Project to be in
conformance and compliance with all applicable federal, state, local and other
laws, rules, regulations and ordinances, including without limitation, all
zoning and land division laws, rules, regulations and ordinances, all building
codes

                                       54
<PAGE>

and ordinances of the City, all environmental laws, rules, regulations and
ordinances and all applicable securities laws, rules, regulations and
ordinances; provided, however, the occurrence of a building code violation shall
not be a Default under this Agreement as long as Resort LLC commences to correct
the violation within ten days of the notice of violation, diligently proceeds to
correct the violation and completes the correction of the violation within a
reasonable time not exceeding 60 days from the notice of the violation. Except
as may be otherwise specifically set forth in Paragraph 28 below, Condominium
LLC covenants that it will conform and comply with, and will cause the
Condominium Project to be in conformance and compliance with all applicable
federal, state, local and other laws, rules, regulations and ordinances,
including without limitation, all zoning and land division laws, rules,
regulations and ordinances, all building codes and ordinances of the City, all
environmental laws, rules, regulations and ordinances and all applicable
securities laws, rules, regulations and ordinances; provided, however, the
occurrence of a building code violation shall not be a Default under this
Agreement as long as Condominium LLC commences to correct the violation within
ten days of the notice of violation, diligently proceeds to correct the
violation and completes the correction of the violation within a reasonable time
not exceeding 60 days from the notice of the violation..

                  (r) Developer and Resort LLC covenant that they will cause the
Resort Project and the Convention Center Project to be constructed in a good and
workmanlike manner and substantially in accordance with the Plans for the Resort
Project and the Convention Center Project and will promptly correct any defects,
structural or otherwise, in construction or deviations from the Plans for the
Resort Project and the Convention Center Project. Developer and Condominium LLC
covenant that they will cause the Condominium Project to be constructed in a
good and workmanlike manner and substantially in accordance with the Plans for
the Condominium Project and will promptly correct any defects, structural or
otherwise, in construction or deviations from the Plans for the Condominium
Project. Developer and Resort LLC covenant that construction of the Resort
Project and the Convention Center Project shall be completed free of all liens
and encumbrances except for those liens and encumbrances permitted by this
Agreement. Condominium LLC and Developer covenant that construction of the
Condominium Project shall be completed free of all liens and encumbrances except
for those liens and encumbrances permitted by this Agreement.

                  (s) Developer and Resort LLC covenant that they will not,
without City's and Authority's prior written consent, which consent will not be
unreasonably withheld or delayed: (i) approve any material changes in the Resort
Project or the Convention Center Project or permit any work to be done pursuant
to any changes or modify the Plans; (ii) except for Minor Modifications,
increase or decrease any line item of the Resort Cost Breakdown or the
Convention Center Cost Breakdown; or (iii) modify or amend the management
agreement for the Resort Project in a manner which would cause the agreement to
be inconsistent with this Agreement. Except for change orders which would result
in Minor Modifications, Developer and Resort LLC shall submit all change orders
with respect to the Resort Project to the City for approval, which approval will
not be unreasonably withheld. Developer and Resort LLC shall submit all change
orders with respect to the Convention Center Project to the City for approval,
which approval the City may grant or withhold in its sole discretion.

                  Developer and Condominium LLC covenant that they will not,
without City's and Authority's prior written consent, which consent will not be
unreasonably withheld or delayed:

                                       55
<PAGE>

(iv) approve any material changes in the Condominium Project or permit any work
to be done pursuant to any changes or modify the Plans; (v) except for Minor
Modifications, increase or decrease any line item of the Condominium Cost
Breakdown; or (vi) modify or amend the condominium documents, the declaration of
condominium, the documents governing the condominium unit owners association,
the management agreements for the Condominium Project in a manner which would
cause such documents or agreements to be inconsistent with this Agreement.

                  (t) Developer and Resort LLC covenant that they will permit
City, Authority and City's and Authority's construction consultant or inspector,
at all reasonable times: (a) to inspect the Resort Project and the Convention
Center Project and all matters relating to the development thereof, and (b) on
reasonable notice, to inspect all of the Developer's and Resort LLC's and
Condominium LLC's books and records pertaining to the construction and operation
of the Resort Project and the Convention Center Project and the Condominium
Project, but not including financial statements and subscription agreements of
the individual owners of the condominium units. Any inspection of the books and
records of the Resort LLC or the Developer shall take place at the Resort
Project.

                  Developer and Condominium LLC covenant that they will permit
City, Authority and City's and Authority's construction consultant or inspector,
at all reasonable times: (a) to inspect the Condominium Project and all matters
relating to the development thereof, and (b) on reasonable notice, to inspect
all of the Developer's and Resort LLC's and Condominium LLC's books and records
pertaining to the construction and operation of the Condominium Project, but not
including financial statements and subscription agreements of the individual
owners of the condominium units. Any inspection of the books and records of the
Resort LLC or the Developer or the Condominium LLC shall take place at the
Resort Project.

                  City and Authority assume no obligation to Developer or Resort
LLC or Condominium LLC for the sufficiency or adequacy of such inspections, it
being acknowledged that such inspections are made for the sole and separate
benefit of City and the Authority. Any and all notes made by or on behalf of the
City or the Authority related to such inspections shall be treated as
confidential to the full extent permitted by law. The fact that City and/or the
Authority may make such inspections shall in no way relieve Developer or Resort
LLC or Condominium LLC from their duty to independently ascertain that the
construction of the Resort Project and the Convention Center Project and the
Condominium Project is being completed substantially in accordance with the
approved Plans.

                  (u) Developer and/or Resort LLC and/or Condominium LLC shall:

                           (i) As soon as possible and in any event within five
         (5) business days after receiving notice of the occurrence of any
         default, notify City and the Authority in writing of the action which
         is being taken or proposed to be taken by the Developer or the Resort
         LLC or the Condominium LLC, as the case may be, with respect thereto.

                           (ii) Promptly notify City and the Authority of the
         commencement of any litigation or administrative proceeding that would
         cause any representation and

                                       56
<PAGE>

         warranty or covenant of the Developer or Resort LLC or Condominium LLC
         contained in this Agreement to become untrue in any material respect.

                           (iii) Notify City and the Authority, and provide
         copies, immediately upon receipt, of any notice, pleading, citation,
         indictment, complaint, order or decree from any federal, state or local
         government agency or regulatory body, asserting or alleging a
         circumstance or condition that requires or may require a material
         financial contribution by Developer or Resort LLC or Condominium LLC or
         any Guarantor or an investigation, clean-up, removal, remedial action
         or other response by or on the part of the Developer or Resort LLC or
         Condominium LLC or any Guarantor under any environmental laws, rules,
         regulations or ordinances or which seeks damages or civil, criminal or
         punitive penalties from or against the Developer or Resort LLC or
         Condominium LLC or any Guarantor for an alleged violation of any
         environmental laws, rules, regulations or ordinances.

                  (v) It is the intention of the Developer and the Resort LLC
and the City and the Authority that the sole business of the Resort LLC shall be
the ownership and operation of the Resort Project, the holding of Resort LLC's
leasehold interest in the Resort Site, the leasing, management and operation of
the Convention Center Project, the management of the Resort Project and the
Condominium Project, and the operation of the restaurants located on the Resort
Site and the Convention Center Site, and the Resort LLC covenants that it will
take no action inconsistent with such intention, including without limitation
the acquisition of real or personal property unrelated to the Resort Project,
investment in the assets or stock of any other person, joining with any other
person in any partnership or joint venture or the creation or incurring of
indebtedness unrelated to the Resort Project. It is the intention of the
Developer and the Condominium LLC and the City and the Authority that the sole
business of the Condominium LLC shall be the development and initial ownership
of the Condominium Project and the sale of individual condominium units and the
undivided percentage interest in the common elements appurtenant thereto to the
individual condominium unit owners, and the holding of Condominium LLC's
leasehold interest in the Condominium Site, and the Condominium LLC covenants
that it will take no action inconsistent with such intention, including without
limitation the acquisition of real or personal property unrelated to the
Condominium Project, investment in the assets or stock of any other person,
joining with any other person in any partnership or joint venture or the
creation or incurring of indebtedness unrelated to the Condominium Project.

                  (w) Except for trade obligations incurred in the ordinary
course of business and except for funds borrowed to provide the first mortgage
financing approved by the City and the Authority for construction of the Resort
Project and except for the City Loan and the Reimbursement Obligations and the
Lease Obligations, Resort LLC covenants that it will not incur, create, assume,
permit to exist (after discovery thereof and lapse of a reasonable period of
time to remove), guarantee, endorse or otherwise become directly or indirectly
or contingently responsible or liable for any indebtedness. The word
"indebtedness" in the preceding sentence shall mean any liability or obligation
of Resort LLC: (a) for borrowed money or for the deferred purchase price of
property or services (excluding trade obligations incurred in the ordinary
course of business); (b) as lessee under leases that have been or should be
capitalized according to generally accepted accounting principles; (c) evidenced
by notes, bonds, debentures or similar obligations; (d) under any guaranty or
endorsement (other than in connection with the deposit

                                       57
<PAGE>

and collection of checks in the ordinary course of business), and other
contingent obligations to purchase, provide funds for payment, supply funds to
invest in any entity, or otherwise assure a creditor against loss; or (e)
secured by any security interest or lien on assets of the Resort LLC, whether or
not the obligations secured have been assumed by the Resort LLC.

                  Except for trade obligations incurred in the ordinary course
of business and except for funds borrowed to provide the first mortgage
financing approved by the City and the Authority for construction of the
Condominium Project, Condominium LLC covenants that it will not incur, create,
assume, permit to exist, guarantee, endorse or otherwise become directly or
indirectly or contingently responsible or liable for any indebtedness. The word
"indebtedness" in the preceding sentence shall mean any liability or obligation
of Condominium LLC: (f) for borrowed money or for the deferred purchase price of
property or services (excluding trade obligations incurred in the ordinary
course of business); (g) as lessee under leases that have been or should be
capitalized according to generally accepted accounting principles; (h) evidenced
by notes, bonds, debentures or similar obligations; (i) under any guaranty or
endorsement (other than in connection with the deposit and collection of checks
in the ordinary course of business), and other contingent obligations to
purchase, provide funds for payment, supply funds to invest in any entity, or
otherwise assure a creditor against loss; or (j) secured by any security
interest or lien on assets of the Condominium LLC, whether or not the
obligations secured have been assumed by the Condominium LLC.

         Developer covenants that it will not incur, create, assume, permit to
exist, guarantee, endorse or otherwise become directly or indirectly or
contingently responsible or liable for any indebtedness in connection with the
Resort Project or the Convention Center Project or the Condominium Project if
such indebtedness is secured by any of the assets of the Resort Project or the
Condominium Project or the Convention Center Project. The word "indebtedness" in
the preceding sentence shall mean any liability or obligation of Developer: (a)
for borrowed money or for the deferred purchase price of property or services
(excluding trade obligations incurred in the ordinary course of business); (b)
as lessee under leases that have been or should be capitalized according to
generally accepted accounting principles; (c) evidenced by notes, bonds,
debentures or similar obligations; (d) under any guaranty or endorsement (other
than in connection with the deposit and collection of checks in the ordinary
course of business), and other contingent obligations to purchase, provide funds
for payment, supply funds to invest in any entity, or otherwise assure a
creditor against loss; or (e) secured by any security interest or lien on assets
of the Developer, whether or not the obligations secured have been assumed by
the Developer.

                  (x) With respect to all contracts for any portion of the work
or materials required for construction of the Resort Project and the Convention
Center Project, except for Minor Modifications, the Developer and Resort LLC
covenant that they will not, without City's and Authority's prior written
consent: (a) waive any of the material obligations of the General Contractor,
the Construction Manager or any subcontractors or materialmen, (b) do any act
which would relieve the General Contractor or Construction Manager or a
subcontractor or a materialman from its material obligations pursuant to its
contract, or (c) make any amendments to the contracts of the General Contractor
or the Construction Manager or to a subcontract or enter into any agreement
other than the contracts furnished to City and the Authority for the performance
of work on or the furnishing of materials or services to or in connection with
the

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Resort Project and the Convention Center Project. With respect to all contracts
for any portion of the work or materials required for construction of the
Condominium Project, except for Minor Modifications, the Developer and
Condominium LLC covenant that they will not, without City's and Authority's
prior written consent: (d) waive any of the material obligations of the General
Contractor or any subcontractors or materialmen, (e) do any act which would
relieve the General Contractor or a subcontractor or a materialman from its
material obligations pursuant to its contract, or (f) make any amendments to the
contracts of the General Contractor or to a subcontract or enter into any
agreement other than the contracts furnished to City and the Authority for the
performance of work on or the furnishing of materials or services to or in
connection with the Condominium Project.

                  (y) In the event the Developer, Resort LLC or Condominium LLC
incur any broker fee or commission in connection with any transactions
contemplated by this Agreement, the Developer, Resort LLC or the Condominium
LLC, as the case may be, shall pay such fee or commission as a cost of the
Resort Project or the Condominium Project, as the case may be, and neither the
City nor the Authority shall be liable for any such fee or commission as a
result of any actions of the Developer or the Resort LLC or the Condominium LLC.
Developer hereby indemnifies and holds harmless the City and the Authority with
respect to the payment of any such fee or commission claimed to be due as a
result of any actions of Developer. Resort LLC hereby indemnifies and holds
harmless the City and the Authority with respect to the payment of any such fee
or commission claimed to be due as a result of any actions of Resort LLC.
Condominium LLC hereby indemnifies and holds harmless the City and the Authority
with respect to the payment of any such fee or commission claimed to be due as a
result of any actions of Condominium LLC.

                  (z) Developer and Resort LLC guarantee that upon opening of
the Resort Project, the hard costs of construction and furnishing of the Resort
Project (not including the value of the land) will be not less than
$31,000,000.00. Developer and Resort LLC guarantee that upon opening of the
Convention Center Project, the hard costs of construction and furnishing of the
Convention Center Project (not including the value of the land) will be not less
than $5,951,984.00. Developer and Condominium LLC guarantee that upon opening of
the Condominium Project, the hard costs of construction and furnishing of the
Condominium Project (not including the value of the land) will be not less than
$10,000,000.00.

                  (aa) The Resort LLC guarantees that the aggregate of the room
taxes and City Condominium Payments generated each year by the Resort Project
and/or the Condominium Project, as the case may be, will equal or exceed the
Guaranteed Room Tax Payment for such year as shown on Exhibit G attached hereto,
regardless of whether the Condominium Project or any part thereof is commenced
and/or completed. The Resort LLC guarantees that the property taxes generated by
the Resort Project and/or the Condominium Project each year will equal or exceed
the Guaranteed Property Tax Payment for such year as shown on Exhibit F attached
hereto, regardless of whether the Condominium Project or any part thereof is
commenced and/or completed. The Resort LLC guarantees that it will pay the Room
Tax Shortfall, if any, each year during the term of the Convention Center
Operating Lease (or the Reimbursement Agreement if the Lease Obligations are due
to the City pursuant to the Reimbursement Agreement) on or before October 1 of
such year, and the Resort LLC guarantees that it will pay the Real Estate and
Personal Property Tax Shortfall, if any, each year during the term of the
Reimbursement

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Agreement, on or before October 1 of such year. Resort LLC shall not be relieved
of its obligation to pay the Real Estate and Personal Property Tax Shortfall
and/or the Room Tax Shortfall each year for any reason, including without
limitation, a change in the laws affecting room taxes, real estate taxation
and/or assessments, or if the real estate taxes and personal property taxes
assessed in any year on the Resort Project and that portion of the Condominium
Project that is constructed, if any, produce a real estate and personal property
tax payment due and payable in any year which is less than the Guaranteed
Property Tax Payment for such year or if the room taxes and/or City Condominium
Payments collected (including the room taxes deemed to have been collected
pursuant to Paragraph 29 below) on the Resort Project and that portion of the
Condominium Project that is constructed, if any, during the applicable 12-month
period are less than the Guaranteed Room Tax Payment due on October 1 of each
year.

                  (bb) Resort LLC covenants that it will pay or cause to be paid
prior to delinquency all federal, state and local taxes in connection with the
Resort Project. Except for taxes owed by the individual owners of condominium
units in the Condominium Project and paid directly to the taxing authority by
said individual owners, Resort LLC, as long as it is the manager of the
Condominium Project, covenants that it will pay or cause to be paid prior to
delinquency all federal, state and local taxes in connection with the
Condominium Project and all City Condominium Payments. Except in the event of a
transfer by the City of the Convention Center Project to a taxable entity other
than Developer, Resort LLC or any of their Affiliates, if for any reason real
estate taxes become due and payable on the Convention Center Project, then the
Resort LLC agrees to pay or cause to be paid by some party other than the City
or the Authority, such real estate taxes on the Convention Center Project as an
operating expense of the Convention Center Project. Resort LLC covenants that it
will pay when due all operating expenses in connection with the Resort Project
and the Convention Center Project. Condominium LLC and Resort LLC, as long as
Resort LLC is manager of the Condominium Project, covenant that one or both of
them will pay when due all operating expenses in connection with the Condominium
Project.

                  (cc) Following commencement of construction of the Resort
Project and/or the Convention Center Project, Developer and Resort LLC agree
that should work be suspended or abandoned for a period of thirty (30)
consecutive days, or should Developer or the Resort LLC fail to cause the
completion of the Resort Project and the Convention Center Project to be
prosecuted vigorously with such force of workmen and such materials as shall be
reasonable, City may, at its option and in its reasonable discretion, proceed
with such construction through such contractors as City may reasonably select,
and if permitted by the Resort Lender, the cost and charges for so doing shall
for all purposes be considered to be funds which can be disbursed from the
Resort Lender's loan. For the purposes herein authorized, City and/or the Title
Company and any contractors, subcontractors and materialmen authorized or
employed by it are hereby irrevocably authorized and empowered to enter into and
upon the Resort Project and the Convention Center Project and construction and
take charge thereof, together with all the materials and appliances and
equipment, and to proceed with the construction of the Resort Project and the
Convention Center Project, with such changes, alterations, additions or
modifications as may be deemed necessary by City and to do whatsoever, in the
reasonable judgment of City, it shall deem necessary to be done to secure the
completion of the Resort Project and the Convention Center Project. In
exercising its remedies pursuant to this Paragraph 14(cc), the City shall act
reasonably and in good faith.

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                  (dd) Following commencement of construction of each Phase of
the Condominium Project, Developer and Condominium LLC agree that should work be
suspended, or abandoned on such Phase for a period of thirty (30) days, or
should Developer or the Condominium LLC fail to cause the completion of such
Phase to be prosecuted vigorously with such force of workmen and such materials
as shall be reasonable, City may, at its option and in its reasonable
discretion, proceed with such construction through such contractors as City may
reasonably select, and if permitted by the Condominium Lender, the cost and
charges for so doing shall for all purposes be considered to be funds which can
be disbursed from the Condominium Lender's loan. For the purposes herein
authorized, City and/or the title company issuing the Condominium Lender's loan
policy and any contractors, subcontractors and materialmen authorized or
employed by it are hereby irrevocably authorized and empowered to enter into and
upon the Condominium Project and construction and take charge thereof, together
with all the materials and appliances and equipment, and to proceed with the
construction of the Condominium Project, with such changes, alterations,
additions or modifications as may be deemed necessary by City and to do
whatsoever, in the reasonable judgment of City, it shall deem necessary to be
done to secure the completion of the Condominium Project. In exercising its
remedies pursuant to this Paragraph 14(dd), the City shall act reasonably and in
good faith.

                  (ee) The Resort LLC covenants that it will provide the City
for review at the offices of the Resort LLC located at the Resort Project, on or
before December 31 of each year during the term of the Convention Center
Operating Lease, a marketing plan for the Convention Center Project, which plan
must be reasonably acceptable to the City. The marketing plan for the following
year shall contain reasonable performance standards imposed on the Resort LLC by
the City. The performance standards shall be consistent with the standards for
other first-class convention centers.

                  (ff) During the term of this Agreement, the Reimbursement
Agreement and/or the Convention Center Operating Lease, the Resort LLC covenants
that it will provide the City, on or before 25 days following the end of each
calendar month, the opportunity to review the unaudited financial statements for
the Resort Project and the Convention Center Project, including balance sheets
and income statements. During the term of this Agreement, the Reimbursement
Agreement and/or the Convention Center Operating Lease, the Resort LLC covenants
that it will provide the City, on or before ninety (90) days following the end
of each calendar year, the opportunity to review year-end audited financial
statements, if available, or year-end unaudited financial statements for the
Resort Project and the Convention Center Project, including balance sheets and
income statements. All financial statements shall be certified to by the Resort
LLC's auditor and/or accountant, if audited, and by the Resort LLC. All reviews
shall take place at the Resort Project at a time determined by the Resort LLC
and the City. Any and all notes made by or on behalf of the City or the
Authority related to such inspections shall be treated as confidential to the
full extent permitted by law.

                  (gg) The Developer, Resort LLC and Condominium LLC understand
that the Convention Center-Resort-Condominium Phase will be located in a tax
incremental financing district and a business improvement district. The
Developer, Resort LLC and Condominium LLC shall comply with all restrictions
affecting the districts and with all laws, rules, regulations and ordinances
generally applicable to the districts.

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                  (hh) Intentionally omitted.

                  (ii) The Developer and the Resort LLC shall use best efforts
to have in effect at all times, all permits, approvals and licenses as may be
required by any governmental authority or non-governmental entity in connection
with the development, construction, management and operation of the Resort
Project and the Convention Center Project. The Developer and the Condominium LLC
shall use best efforts to have in effect at all times, all permits, approvals
and licenses as may be required by any governmental authority or
non-governmental entity in connection with the development, construction,
management and operation of the Condominium Project.

                  (jj) The Developer and the Resort LLC shall cause the
Construction Manager to undertake and conduct a competitive bidding process for
all elements of the Convention Center Project in accordance with the procedures
set forth in Wis. Stat. Section 62.15(3) and Section 66.0901 and shall cause the
Convention Center Project to be let by contract to the lowest responsible
bidders. The Developer and the Resort LLC hereby indemnify and hold harmless and
defend the City and the Authority from and against any and all actions, claims,
demands, losses and damages of every kind and description arising out of the
failure of the Developer, the Resort LLC, the Construction Manager or their
agents or contractors to comply with all laws, rules, regulations and ordinances
governing the public bidding process.

                  (kk) Resort LLC and the Developer covenant that they will not
mortgage or otherwise place a lien or encumbrance on the Resort Site or the
Resort Project (other than the lien securing the first mortgage loan of the
Resort Lender discussed above and the lien of the second mortgage and security
agreement of the City) without first obtaining the Authority's and the City's
consent, which consent the Authority and/or the City may grant or withhold in
their sole discretions. Notwithstanding the foregoing, the Resort LLC shall have
the right from time to time to place a purchase money lien or liens on the
Resort Project's restaurant trade fixtures, restaurant equipment and office and
electronic equipment customarily leased by owners of first-class family resort
hotels as long as the terms of each such lien require the lender, in the event
of removal of the liened property, to repair any damage caused to the Resort
Project.

                  (ll) The Developer and the Condominium LLC covenant that they
will not mortgage or otherwise place a lien or encumbrance on the Condominium
Site or the Condominium Project (other than the first mortgage lien securing the
Condominium Lender's loan discussed above) without first obtaining the
Authority's and the City's consent, which consent the Authority and/or the City
may grant or withhold in their sole discretions except that in the event of a
sale of a condominium unit to an individual owner, the individual owner and any
successor in title of that unit may from time to time place a mortgage or
mortgages subordinate to the Condominium Ground Lease on said owner's or
successor owner's condominium unit and the undivided interest in the common
elements appurtenant thereto.

                  (mm) The Resort LLC covenants that it will not mortgage or
otherwise place a lien or encumbrance on the Convention Center Site or the
Convention Center Project or its interest in the Convention Center Operating
Lease. There shall be no subordination of the Authority's or City's interest in
the Convention Center Site or the Convention Center Project to the lien of any
mortgage. Notwithstanding the foregoing, the Resort LLC and/or the operator of

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the convention center restaurant shall have the right to place a purchase money
lien on the restaurant trade fixtures and restaurant equipment as long as the
terms of such lien require the lender, in the event of removal of the trade
fixtures and equipment, to repair any damage caused to the convention center.

                  (nn) The Resort LLC and the Developer covenant that the
Developer shall operate and manage the Resort Project and the Resort LLC shall
not assign or otherwise transfer operation or management of the Resort Project
to any other person or entity without the consent of the Authority and the City,
which consent the Authority and the City will not unreasonably withhold as long
as all of the following apply: (i) there is no uncured default by the Resort LLC
or the Developer under this Agreement, and there is no uncured default under the
Resort Ground Lease, the Convention Center Operating Lease, the Reimbursement
Agreement or by the Resort LLC under the Restrictive Covenants and Easement
Agreement; (ii) the transferee shall have the level of experience as is
possessed on the date of this Agreement by the Developer in the management and
operation of projects similar to the Resort Project; (iii) the transferee shall
have a minimum net worth of $5,000,000.00 as shown in financial statements and
reports furnished to the City and the Authority; (iv) the transferee shall
assume all liabilities and obligations of the Developer under its management
agreements; (v) the transferee shall have experience similar to the experience
of the Resort LLC and the Developer in the operation of convention centers; and
(vi) the reputation and business of the transferee must be reasonably consistent
with the standards and quality of the Developer on the date of this Agreement.

                  (oo) The Developer and Resort LLC covenant that the restaurant
located on the Convention Center Site will be open for business within 30 days
after the date on which the Convention Center Project and the Resort Project
first open for business.

                  (pp) The Resort LLC covenants that the owner of the Resort
Project shall at all times manage, operate, maintain and repair the Convention
Center Project, unless said owner's rights are terminated by the City or
otherwise expire by the terms of the Convention Center Operating Lease.

                  (qq) The Resort LLC covenants that there shall be no changes
to the Plans for the Convention Center Project without the prior written
approval of the City, which approval the City may grant or withhold in its sole
discretion.

                  Unless the City or the Authority is notified to the contrary,
the representations and warranties contained herein shall be true and correct at
all times during the term of this Agreement, the Resort Ground Lease, the
Condominium Ground Lease, the Convention Center Operating Lease, the Restrictive
Covenants and Easement Agreement and the Reimbursement Agreement; provided,
however, the representation contained in Paragraphs 14(a), 14(i) and 14(j) shall
be true and correct as of the date of the Resort Closing and as of the Resort
and Convention Center Funding Date only and the representation as to compliance
with applicable laws contained in Paragraph 14(g) shall mean those laws
applicable as of the date of the Resort Closing and the Resort and Convention
Center Funding Date. The Resort LLC and the Condominium LLC and the Developer
shall each comply with all of the covenants applicable to it contained herein at
all times during the term of this Agreement, the Resort Ground Lease, the

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Condominium Ground Lease, the Convention Center Operating Lease, the Restrictive
Covenants and Easement Agreement and the Reimbursement Agreement.

         15. DAMAGE/DESTRUCTION. In the event of fire, damage or any other
casualty to any part of the Resort Project which would cause the fair market
value of the improvements located on the Resort Site (not including the value of
the land) to be less than $31,000,000.00, subject to the rights of the Resort
Lender, the Resort LLC agrees to rebuild, repair and replace the Resort Project
to the condition it was in immediately prior to the casualty; provided, however,
if a Default by the Resort LLC has occurred and is continuing under this
Agreement, or if a Default has occurred and is continuing under the
Reimbursement Agreement, the Resort Ground Lease, the Convention Center
Operating Lease or by the Resort LLC under the Restrictive Covenants and
Easement Agreement, then subject to the rights of the Resort Lender, the City or
the Authority may elect not to permit the Resort LLC to rebuild, repair or
replace the Resort Project in which event, insurance proceeds shall be paid to
the City and the Authority. In the event of fire, damage or any other casualty
to any part of the Condominium Project which would cause the improvements
located on the Condominium Site (not including the value of the land) to have a
fair market value less than $10,000,000.00, subject to the rights of the
Condominium Lender, the Condominium LLC (if there are any unsold units remaining
in the Condominium Project) or the then-owners of condominium units in the
Condominium Project agree to rebuild, repair and replace the Condominium Project
to the condition it was in immediately prior to the casualty; provided, however,
if a Default has occurred and is continuing by the Condominium LLC under this
Agreement related to the Condominium Project, or if a Default has occurred and
is continuing by the Condominium LLC under the Condominium Ground Lease, or by
the Condominium LLC under the Restrictive Covenants and Easement Agreement
related to the Condominium Project, then subject to the rights of the
Condominium Lender, the City or the Authority may elect not to permit the
Condominium LLC to rebuild, repair or replace the unsold units in the
Condominium Project in which event, insurance proceeds allocable to those unsold
units shall be paid to the City and the Authority. In the event of fire, damage
or any other casualty to any part of the Convention Center Project, at the
City's and the Authority's option, the Resort LLC agrees to rebuild, repair and
replace the Convention Center Project, at its cost, and to return the Convention
Center Project to the condition it was in immediately prior to the casualty or,
the City may elect to take the insurance proceeds from the casualty and subject
to any applicable laws with respect to demolition of the Convention Center
Project, apply such proceeds against amounts then due or to become due and owing
under the Reimbursement Agreement and/or the Lease Obligations.

         If any of the Resort Project or the Condominium Project or the
Convention Center Project is required to be rebuilt or repaired or replaced,
then the Resort Project or the Condominium Project or the Convention Center
Project, as the case may be, shall be rebuilt, repaired and replaced in
accordance with plans and specifications prepared by Resort LLC (for the Resort
Project and/or the Convention Center Project) or by the Condominium LLC or the
owners of the individual condominium units (for the Condominium Project) and
reasonably approved by the City and the Authority. The Resort LLC agrees to
apply any necessary portion of the insurance proceeds to rebuild, replace and
repair any of the Resort Project or the Convention Center Project, as the case
may be. The Condominium LLC or the owners of the individual condominium units
agree to apply any necessary portion of the insurance proceeds to rebuild,
replace and repair any of the Condominium Project. The proceeds of insurance
shall be

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disbursed for replacement, rebuilding and repair of any of the Resort Project or
the Condominium Project or the Convention Center Project, as the case may be,
pursuant to the terms and conditions of a disbursing agreement among City,
Authority, Developer, Resort LLC, Condominium LLC, Resort Lender, Condominium
Lender and the Title Company, or the appropriate subset of the foregoing,
similar in form and content to the disbursing agreement entered into pursuant to
Paragraph 9 above.

         The Resort Ground Lease, the Condominium Ground Lease, the Convention
Center Operating Lease and the Restrictive Covenants and Easement Agreement
shall reflect the provisions contained in this Paragraph 15. In the event the
Resort LLC is not required to or does not rebuild, repair or replace the Resort
Project or in the event that the City and the Authority elect to not have the
Resort Project rebuilt or repaired or replaced, then subject to the rights of
the Resort Lender with respect to the Resort Project, the insurance proceeds
shall be used to satisfy the obligations of the Resort LLC then due or to become
due under the Reimbursement Agreement and the Lease Obligations. In the event
the Resort LLC is not required to or if required to, does not rebuild, repair or
replace the Convention Center Project or in the event that the City and the
Authority elect to not have the Convention Center Project rebuilt or repaired or
replaced, all insurance proceeds shall be used to satisfy the obligations of the
Resort LLC then due or to become due under the Reimbursement Agreement and the
Lease Obligations. In the event the Condominium LLC and/or the individual
condominium unit owners are not required to or if required to, do not rebuild,
repair or replace the Condominium Project or in the event that the City and the
Authority elect to not have the Condominium Project rebuilt or repaired or
replaced, then subject to the rights of the Condominium Lender with respect to
the Condominium Project and the rights of the lenders to each individual
condominium unit owner, the insurance proceeds shall be used to satisfy the
obligations of the Resort LLC then due or to become due under the Reimbursement
Agreement and the Lease Obligations.

         If the Resort Project or the Convention Center Project or the
Condominium Project is not rebuilt, repaired and/or replaced following fire,
damage or other casualty, that shall not operate to release Resort LLC from its
liabilities and obligations under the Reimbursement Agreement for the payment of
all amounts due and owing under the Reimbursement Agreement and shall not
operate to release Resort LLC from its liabilities and obligations with respect
to the payment of the Lease Obligations; provided, however, if the Resort
Project or the Condominium Project is not rebuilt, repaired or replaced
following fire, damage or other casualty solely because the City or the
Authority elects not to have the Resort Project or the Condominium Project
rebuilt, repaired or replaced, then the Resort LLC shall be released from its
liabilities and obligations under the Reimbursement Agreement for the payment of
all amounts due and owing under the Reimbursement Agreement and from its
liabilities and obligations with respect to the payment of the Lease
Obligations.

         16. DEFAULT. The occurrence of any one or more of the following events
shall constitute a default ("Default") hereunder:

                  (a) The Resort LLC shall fail to pay any amounts due from it
under this Agreement or the Restrictive Covenants and Easement Agreement, or
shall fail to pay any amounts due under the Resort Ground Lease, the Convention
Center Operating Lease, or the

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Reimbursement Agreement on or before ten (10) business days following notice of
non-payment; or

                  (b) The Condominium LLC shall fail to pay any amounts due from
it under this Agreement or the Restrictive Covenants and Easement Agreement, or
shall fail to pay any amounts due under the Condominium Ground Lease, on or
before ten (10) business days following notice of non-payment; or

                  (c) The Developer shall fail to pay any amounts due from it
under this Agreement, the Restrictive Covenants and Easement Agreement, the
Resort Ground Lease, the Condominium Ground Lease, or the Convention Center
Operating Lease on or before ten (10) business days following notice of
non-payment; or

                  (d) Any representation or warranty made by the Developer or
the Resort LLC in this Agreement, the Resort Ground Lease, the Convention Center
Operating Lease, the Restrictive Covenants and Easement Agreement or the
Reimbursement Agreement or any document or financial statement delivered by
Developer or Resort LLC pursuant to this Agreement, the Resort Ground Lease, the
Convention Center Operating Lease, the Restrictive Covenants and Easement
Agreement or the Reimbursement Agreement shall prove to have been false in any
material respect as of the time when made or given; or

                  (e) Any representation or warranty made by the Condominium LLC
in this Agreement, the Condominium Ground Lease, or the Restrictive Covenants
and Easement Agreement or any document or financial statement delivered by
Condominium LLC pursuant to this Agreement, the Condominium Ground Lease, or the
Restrictive Covenants and Easement Agreement shall prove to have been false in
any material respect as of the time when made or given; or

                  (f) The Developer or the Resort LLC shall breach or fail to
perform timely or observe timely any of its covenants or obligations under this
Agreement, the Resort Ground Lease, the Convention Center Operating Lease, the
Restrictive Covenants and Easement Agreement or the Reimbursement Agreement and
such failure shall continue for thirty (30) days following notice thereof from
City or Authority to Developer or Resort LLC (or such longer period of time as
is necessary to cure the default as long as the Developer or the Resort LLC has
commenced the cure of the default within the 30-day period, is diligently
pursuing the cure of the default and as long as the default is cured not later
than 180 days following the notice thereof from the City or the Authority); or

                  (g) The Condominium LLC or any individual condominium unit
owner shall breach or fail to perform timely or observe timely any of its
covenants or obligations under this Agreement, the Condominium Ground Lease, or
the Restrictive Covenants and Easement Agreement and such failure shall continue
for thirty (30) days following notice thereof from City or Authority to
Condominium LLC (or such longer period of time as is necessary to cure the
default as long as the Condominium LLC has commenced the cure of the default
within the 30-day period, is diligently pursuing the cure of the default and as
long as the default is cured not later than 180 days following the notice
thereof from the City or the Authority); or

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                  (h) Construction of the Resort Project shall be abandoned for
more than thirty (30) consecutive days, or if the Resort Project is not
completed on or before the Resort Completion Date, or if construction of the
Convention Center Project shall be abandoned for more than thirty (30)
consecutive days, or if the Convention Center Project is not completed on or
before the Convention Center Completion Date or if any portion of the Resort
Project or the Convention Center Project shall be damaged by fire or other
casualty and not be repaired, rebuilt or replaced as required by Paragraph 15
above; or

                  (i) If construction of any Phase of the Condominium Project
shall be abandoned for more than thirty (30) consecutive days, or if any Phase
of the Condominium Project is not completed in the time period required by this
Agreement, or if the Condominium Project is not completed on or before the
Condominium Completion Date, or if any portion of the Condominium Project shall
be damaged by fire or other casualty and not be repaired, rebuilt or replaced as
required by Paragraph 15 above; or

                  (j) The Resort LLC or any Guarantor shall: (i) become
insolvent or generally not pay, or be unable to pay, or admit in writing
its/his/her inability to pay, its/his/her debts as they mature; or (ii) make a
general assignment for the benefit of creditors or to an agent authorized to
liquidate any substantial amount of its/his/her assets; or (iii) become the
subject of an "order for relief" within the meaning of the United States
Bankruptcy Code, or file a petition in bankruptcy, for reorganization or to
effect a plan or other arrangement with creditors; or (iv) have a petition or
application filed against it/him/her in bankruptcy or any similar proceeding, or
have such a proceeding commenced against it/him/her, and such petition,
application or proceeding shall remain undismissed for a period of ninety (90)
days or more, or the Resort LLC or any Guarantor, as the case may be, shall file
an answer to such a petition or application, admitting the material allegations
thereof; or (v) apply to a court for the appointment of a receiver or custodian
for any of its/his/her assets or properties, or have a receiver or custodian
appointed for any of its/his/her assets or properties, with or without consent,
and such receiver shall not be discharged within ninety (90) days after his
appointment; or (vi) adopt a plan of complete liquidation of its/his/her assets;
or

                  (k) If all or any portion of the Condominium Project is
constructed, prior to the sale of the last condominium unit to an individual
condominium unit owner, the Condominium LLC shall: (i) become insolvent or
generally not pay, or be unable to pay, or admit in writing its inability to
pay, its debts as they mature; or (ii) make a general assignment for the benefit
of creditors or to an agent authorized to liquidate any substantial amount of
its assets; or (iii) become the subject of an "order for relief" within the
meaning of the United States Bankruptcy Code, or file a petition in bankruptcy,
for reorganization or to effect a plan or other arrangement with creditors; or
(iv) have a petition or application filed against it in bankruptcy or any
similar proceeding, or have such a proceeding commenced against it, and such
petition, application or proceeding shall remain undismissed for a period of
ninety (90) days or more, or the Condominium LLC shall file an answer to such a
petition or application, admitting the material allegations thereof; or (v)
apply to a court for the appointment of a receiver or custodian for any of its
assets or properties, or have a receiver or custodian appointed for any of its
assets or properties, with or without consent, and such receiver shall not be
discharged within ninety (90) days after his appointment; or (vi) adopt a plan
of complete liquidation of its assets; or

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                  (l) If prior to completion of the Condominium Project, the
Resort Project and the Convention Center Project, the Developer shall: (i)
become insolvent or generally not pay, or be unable to pay, or admit in writing
its inability to pay, its debts as they mature; or (ii) make a general
assignment for the benefit of creditors or to an agent authorized to liquidate
any substantial amount of its assets; or (iii) become the subject of an "order
for relief" within the meaning of the United States Bankruptcy Code, or file a
petition in bankruptcy, for reorganization or to effect a plan or other
arrangement with creditors; or (iv) have a petition or application filed against
it in bankruptcy or any similar proceeding, or have such a proceeding commenced
against it, and such petition, application or proceeding shall remain
undismissed for a period of ninety (90) days or more, or the Developer shall
file an answer to such a petition or application, admitting the material
allegations thereof; or (v) apply to a court for the appointment of a receiver
or custodian for any of its assets or properties, or have a receiver or
custodian appointed for any of its assets or properties, with or without
consent, and such receiver shall not be discharged within ninety (90) days after
his appointment; or (vi) adopt a plan of complete liquidation of its assets; or

                  (m) If any Guarantor shall die and if the combined net worth
of the remaining Guarantors is less than the combined net worth of the
Guarantors as of the date of this Agreement, unless on or before 30 days
following the death of the Guarantor, Resort LLC delivers a guaranty (in the
form of the guaranty signed by the original Guarantor) from a substitute
guarantor acceptable to the City, in the exercise of its sole discretion; or

                  (n) If at any time while the Resort LLC owns the Resort
Project or operates the Convention Center Project or is liable under the terms
of the Reimbursement Agreement or with respect to the Lease Obligations, the
Developer or the Resort LLC shall cease to exist except if the Developer or
Resort LLC cease to exist solely as a result of an administrative dissolution
because of a failure to pay an annual fee to the appropriate governmental
authority, then such dissolution shall cause a Default only if the Developer or
Resort LLC, as the case may be, is not reinstated within 60 days of such
dissolution; or

                  (o) If all or any portion of the Condominium Project is
constructed, the Condominium LLC shall cease to exist prior to the transfer of
the last condominium unit to an individual unit owner except if the Developer or
Condominium LLC cease to exist solely as a result of an administrative
dissolution because of a failure to pay an annual fee to the appropriate
governmental authority, then such dissolution shall cause a Default only if the
Developer or Condominium LLC, as the case may be, is not reinstated within 60
days of such dissolution; or

                  (p) Any Guarantor shall default (beyond any applicable notice
and cure periods) in its/his/her obligations under its/his/her guaranty; or

                  (q) A default shall occur (beyond any applicable notice and
cure periods) under any other loan or indebtedness of Developer with respect to
the Resort Project or the Condominium Project or the Convention Center Project
or a default shall occur (beyond any applicable notice and cure periods) under
any loan or indebtedness of Resort LLC with respect to the Resort Project, which
default would permit the lender to foreclose its lien or a judgment on the
Resort Project or a default shall occur (beyond any applicable notice and cure
periods) under any loan or indebtedness of Condominium LLC with respect to the
Condominium Project, which

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default would permit the lender to foreclose its lien or a judgment on the
Condominium Project; or

                  (r) A default shall occur (beyond any applicable notice or
cure periods) under the Resort Lender's loan, which default would permit the
lender to foreclose its lien on the Resort Project or a default shall occur
(beyond any applicable notice or cure periods) under the Condominium Lender's
loan, which default would permit the lender to foreclose its lien on the
Condominium Project; or

                  (s) If the Resort and Convention Center Funding Date does not
occur on or before September 30, 2003.

         17. REMEDIES. Subject to the rights of the individual condominium
owners under paragraph 47 of this Agreement, upon the occurrence of any Default,
without further notice, demand or action of any kind by the City or the
Authority, the City and/or the Authority may, at their respective options,
pursue any one or more of the following remedies concurrently or successively,
it being the intent hereof that none of such remedies shall be to the exclusion
of any others:

                  (a) If the Default is a default by the Resort LLC, the City
and/or the Authority may pursue any or all of the rights and remedies (i)
available to the City and/or the Authority at law and/or in equity against the
Resort LLC and/or the Resort Project and/or in connection with the Convention
Center Operating Lease and/or (ii) available to the City and/or the Authority
against the Resort LLC and/or the Resort Project and/or in connection with the
Convention Center Operating Lease in the event of a default as provided in this
Agreement, the Resort Ground Lease, the Convention Center Operating Lease, the
Restrictive Covenants and Easement Agreement and/or the Reimbursement Agreement;
and/or

                  (b) If the Default is a default by the Condominium LLC, the
City and/or the Authority may pursue any or all of the rights and remedies (i)
available to the City and/or the Authority at law and/or in equity against the
Condominium LLC and/or the Condominium Project and/or (ii) available to the City
and/or the Authority against the Condominium LLC and/or the Condominium Project
in the event of a default as provided in this Agreement, the Restrictive
Covenants and Easement Agreement and/or the Condominium Ground Lease; and/or

                  (c) If the Default is a default by the Developer with respect
to the Resort Project or the Convention Center Project under this Agreement, the
Restrictive Covenants and Easement Agreement or the Convention Center Operating
Lease, the City and/or the Authority may pursue any or all of the rights and
remedies (i) available to the City and/or the Authority at law and/or in equity
against the Developer and/or the Resort Project and/or in connection with the
Convention Center Operating Lease and/or (ii) available to the City and/or the
Authority against the Developer and/or the Resort Project and/or in connection
with the Convention Center Operating Lease in the event of a default as provided
in this Agreement, the Restrictive Covenants and Easement Agreement and/or the
Convention Center Operating Lease; and/or

                  (d) If the Default is a default by the Developer with respect
to the Condominium Project under this Agreement or the Restrictive Covenants and
Easement

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Agreement, the City and/or the Authority may pursue any or all of the
rights and remedies (i) available to the City and/or the Authority at law and/or
in equity against the Developer and/or the Condominium Project and/or (ii)
available to the City and/or the Authority against the Developer and/or the
Condominium Project in the event of a default as provided in this Agreement
and/or the Restrictive Covenants and Easement Agreement; and/or

                  (e) If the Default is a Default by the Developer with respect
to the Resort Project or the Convention Center Project or a Default by the
Resort LLC, the City and/or the Authority may (i) enter into possession of the
Resort Project and/or the Convention Center Project; (ii) perform or cause to be
performed any and all work and labor necessary to complete the Resort Project
and/or the Convention Center Project in accordance with the Plans, with such
modifications thereto as the City and/or the Authority shall deem to be
necessary; (iii) employ security watchmen to protect the Resort Project and/or
the Convention Center Project; (iv) subject to the rights of the Resort Lender
(with respect to the Resort Project only) disburse that portion of the escrow
account deposited with the Title Company not previously disbursed to the extent
necessary to complete construction of the Resort Project in accordance with the
Plans, and if such completion requires a larger sum than the remaining
undisbursed portion of the escrow account, to disburse such additional funds,
all of which funds so disbursed by the City and/or the Authority shall be deemed
to have been disbursed to the Resort LLC; (v) do anything in its reasonable
judgment to fulfill the obligations of Developer or the Resort LLC hereunder
with respect to the Resort Project and/or the Convention Center Project,
including either the right to avail itself of and procure performance of
existing contracts or let any contracts with the same contractors or others;
(vi) make changes in the Plans which shall be necessary to complete the Resort
Project and/or the Convention Center Project; (vii) if necessary, retain or
employ new contractors, architects and inspectors; (viii) pay, settle or
compromise all existing bills and claims, liens and security interests or as may
be necessary or desirable for the completion of the Resort Project and/or the
Convention Center Project or for the clearance of title to the Resort Project
and/or the Convention Center Project; (ix) take action and require such
performance as the City and/or the Authority deems reasonably necessary under
any of the bonds which may be in existence and to make settlements and
compromises with the surety or sureties thereunder; (x) execute instruments of
release and satisfaction; (xi) prosecute and defend all actions or proceedings
in connection with the Resort Project and/or the Convention Center Project;
(xii) manage and operate all or any part of the Resort Project or the Convention
Center Project as the City and/or the Authority reasonably deems fit and in
connection therewith, the City and/or the Authority shall have the right to
enter into any lease, management agreements, operating agreements or any other
agreements in connection with the Resort Project and/or the Convention Center
Project; and (xiii) disburse that portion of the City Convention Center Funds
not previously disbursed to the extent necessary to complete construction of the
Convention Center Project in accordance with the Plans, and if such completion
requires a larger sum than the remaining undisbursed portion of the City
Convention Center Funds, to disburse such additional funds, all of which funds
so disbursed by the City and/or the Authority shall be deemed to have been
disbursed pursuant to the Reimbursement Agreement; and/or

                  (f) If the Default is a Default by the Developer with respect
to the Condominium Project or a Default by the Condominium LLC, the City and/or
the Authority may (i) enter into possession of the Condominium Project; (ii)
perform or cause to be performed any and all work and labor necessary to
complete the Condominium Project in accordance with the

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Plans, with such modifications thereto as the City and/or the Authority shall
deem to be necessary; (iii) employ security watchmen to protect the Condominium
Project; (iv) subject to the rights of the Condominium Lender, require
disbursement of that portion of the escrow account deposited with the title
company issuing the Condominium Lender's loan policy of title insurance not
previously disbursed to the extent necessary to complete construction of the
Condominium Project in accordance with the Plans, and if such completion
requires a larger sum than the remaining undisbursed portion of the escrow
account, to disburse such additional funds, all of which funds so disbursed by
the City and/or the Authority shall be deemed to have been disbursed to the
Condominium LLC; (v) do anything in its reasonable judgment to fulfill the
obligations of Developer or the Condominium LLC hereunder with respect to the
Condominium Project, including either the right to avail itself of and procure
performance of existing contracts or let any contracts with the same contractors
or others; (vi) make changes in the Plans which shall be necessary to complete
the Condominium Project; (vii) retain or employ new contractors, architects and
inspectors; (viii) pay, settle or compromise all existing bills and claims,
liens and security interests or as may be necessary or desirable for the
completion of the Condominium Project or for the clearance of title to the
Condominium Project; (ix) take action and require such performance as the City
and/or the Authority deems reasonably necessary under any of the bonds which may
be in existence and to make settlements and compromises with the surety or
sureties thereunder; (x) execute instruments of release and satisfaction; (xi)
prosecute and defend all actions or proceedings in connection with the
Condominium Project; (xii) manage and operate all or any part of the Condominium
Project as the City and/or the Authority reasonably deems fit and in connection
therewith, the City and/or the Authority shall have the right to enter into any
lease, management agreements, operating agreements or any other agreements in
connection with the Condominium Project; and/or

                  (g) The City and/or the Authority may draw on the Guaranty
Deposit and/or the Reserve Fund, and/or pursue their rights and remedies against
the Guarantors, all in the order set forth in Paragraph 11 above to be applied
against the Reimbursement Obligations and/or the Lease Obligations whether or
not then due and payable; and/or

                  (h) The City and/or the Authority may declare the entire
amount of the Reimbursement Obligations and/or the Lease Obligations to be
immediately due and payable.

                  (i) If the Default is a default by an individual condominium
unit owner in the Condominium Project, then the City and/or the Authority as the
case may be, may exercise any rights or remedies it has with respect to such
Default only against the individual unit owner or said owner's individual
condominium unit.

                  (j) If the Default is a default under Paragraph 16(s) above,
in addition to all other rights and remedies, the City and the Authority shall
have the right, at their options and in their sole discretions, to terminate
this Agreement, the Resort Ground Lease, the Condominium Ground Lease, the
Restrictive Covenants and Easement Agreement and the Convention Center Operating
Lease. In such event, the City and the Authority shall have the right, at their
options and in their sole discretions, to require Resort LLC and/or Developer,
at Resort LLC's or Developer's cost, to remove all improvements constructed by
or on behalf of Resort LLC and/or Developer and/or Condominium LLC on the Resort
Site and/or the Convention Center Site and/or the Condominium Site and return
the Resort Site and the

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Convention Center Site and the Condominium Site to the condition they were in on
the date of commencement of construction on any of said sites.

Except as may be otherwise specifically set forth herein, no remedy herein
conferred upon the City and/or the Authority is intended to be exclusive of any
other remedy and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Agreement, and/or available to
the City and/or the Authority under the Resort Ground Lease, the Condominium
Ground Lease, the Convention Center Operating Lease, the Restrictive Covenants
and Easement Agreement, the Reimbursement Agreement and/or now or hereafter
existing at law or in equity. No failure or delay on the part of the City or the
Authority in exercising any right or remedy shall operate as a waiver thereof
nor shall any single or partial exercise of any right preclude other or further
exercise thereof or the exercise of any other right or remedy. Notwithstanding
any of the foregoing authorizations, the City and/or the Authority shall have no
duty or obligation whatsoever with respect to any of the matters so authorized.

         18. COSTS. The Resort LLC shall pay all reasonable fees, costs and
expenses incurred by the City and/or the Authority, including the reasonable
fees of counsel, in connection with the enforcement of the City's and/or the
Authority's rights against the Developer or the Resort LLC under this Agreement
and the Restrictive Covenants and Easement Agreement, including without
limitation the enforcement of such rights in any bankruptcy, reorganization or
insolvency proceeding involving the Developer, the Resort LLC, or any Guarantor.
The Condominium LLC shall pay all reasonable fees, costs and expenses incurred
by the City and/or the Authority, including the reasonable fees of counsel, in
connection with the enforcement of the City's and/or the Authority's rights
against the Condominium LLC under this Agreement and the Restrictive Covenants
and Easement Agreement, including without limitation the enforcement of such
rights in any bankruptcy, reorganization or insolvency proceeding involving the
Condominium LLC. The Resort LLC shall pay all reasonable fees, costs and
expenses incurred by the City and/or the Authority, including the reasonable
fees of counsel, in connection with the enforcement of the City's and/or the
Authority's rights under the Resort Ground Lease, the Convention Center
Operating Lease and/or the Reimbursement Agreement and/or any Guaranty,
including without limitation the enforcement of such rights in any bankruptcy,
reorganization or insolvency proceeding involving the Developer or the Resort
LLC, or any Guarantor. The Condominium LLC shall pay all reasonable fees, costs
and expenses incurred by the City and/or the Authority, including the reasonable
fees of counsel, in connection with the enforcement of the City's and/or
Authority's rights under the Condominium Ground Lease, including without
limitation, the enforcement of such rights in any bankruptcy, reorganization or
insolvency proceeding involving the Condominium LLC. An individual condominium
unit owner shall pay all reasonable fees, costs and expenses incurred by the
City and/or the Authority, including the reasonable fees of counsel, in
connection with the enforcement of the City's and/or the Authority's rights
against said owner under this Agreement and the Restrictive Covenants and
Easement Agreement, including without limitation the enforcement of such rights
in any bankruptcy, reorganization or insolvency proceeding involving said owner.
Any and all such fees, costs and expenses incurred by the City and/or the
Authority shall be indebtedness of the Resort LLC or the Condominium LLC, as the
case may be, to the City and the Authority hereunder and under the Reimbursement
Agreement and indebtedness to the City under the City Loan.

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         19. CITY'S/AUTHORITY'S RIGHT TO CURE DEFAULT. In case of failure by the
Resort LLC or Developer to procure or maintain insurance, or to pay any fees,
assessments, charges or taxes arising with respect to the Resort Project or the
Convention Center Project or to comply with the terms and conditions of this
Agreement or any other document, contract or agreement affecting the Resort
Project or the Convention Center Project, including without limitation, the
terms and conditions of any documents governing the Resort Lender's loan, the
City and/or the Authority shall have the right, but shall not be obligated, to
effect such insurance or pay such fees, assessments, charges or taxes or take
such action as is necessary to remedy the failure of the Resort LLC or the
Developer, to comply with the documents, contracts or agreements affecting the
Resort Project or the Convention Center Project, and, in that event, the cost
thereof shall be payable by the Resort LLC to the City and/or the Authority.

         In case of failure by the Condominium LLC or Developer to procure or
maintain insurance, or to pay any fees, assessments, charges or taxes arising
with respect to the Condominium Project or to comply with the terms and
conditions of this Agreement or any other document, contract or agreement
affecting the Condominium Project, including without limitation, the terms and
conditions of any documents governing the Condominium Lender's loan, the City
and/or the Authority shall have the right, but shall not be obligated, to effect
such insurance or pay such fees, assessments, charges or taxes or take such
action as is necessary to remedy the failure of the Condominium LLC or the
Developer, to comply with the documents, contracts or agreements affecting the
Condominium Project, and, in that event, the cost thereof shall be payable by
the Condominium LLC to the City and/or the Authority.

         20. CROSS-DEFAULT. The Developer and the Resort LLC agree that the
occurrence of a Default hereunder by the Developer with respect to the Resort
Project or the Convention Center Project or by the Resort LLC, at the option of
the City and the Authority, shall constitute a default under the Resort Ground
Lease and/or the Convention Center Operating Lease and/or the Reimbursement
Agreement and/or the Restrictive Covenants and Easement Agreement, thereby
entitling the City and/or the Authority to exercise any of the various remedies
therein and herein provided with respect to the Developer, the Resort LLC, the
Resort Project and/or the Convention Center Project. At the option of the City
and the Authority, a default under the Resort Ground Lease and/or the Convention
Center Operating Lease and/or the Reimbursement Agreement and/or by the Resort
LLC under the Restrictive Covenant and Easement Agreement and/or by the
Developer under the Restrictive Covenants and Easement Agreement with respect to
the Resort Project or the Convention Center Project, shall be a Default under
this Agreement, thereby entitling the City and/or the Authority to exercise any
of the various remedies therein and herein provided with respect to the
Developer, the Resort LLC, the Resort Project and/or the Convention Center
Project. Any collateral securing the Resort Ground Lease, the Convention Center
Operating Lease and/or the Reimbursement Agreement also secures all obligations
and liabilities of Developer and the Resort LLC under this Agreement.

         The Developer and the Condominium LLC agree that the occurrence of a
Default hereunder by the Developer with respect to the Condominium Project or by
the Condominium LLC, at the option of the City and the Authority, shall
constitute a default under the Condominium Ground Lease and/or the Restrictive
Covenants and Easement Agreement, thereby entitling the City and/or the
Authority to exercise any of the various remedies therein and herein provided
with respect to the Developer, the Condominium LLC, and/or the

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Condominium Project. At the option of the City and the Authority, a default
under the Condominium Ground Lease and/or by the Condominium LLC under the
Restrictive Covenant and Easement Agreement and/or by the Developer under the
Restrictive Covenants and Easement Agreement with respect to the Condominium
Project, shall be a Default under this Agreement, thereby entitling the City
and/or the Authority to exercise any of the various remedies therein and herein
provided with respect to the Developer, the Condominium LLC, and/or the
Condominium Project. The exercise of any rights under this Paragraph 20 with
respect to the Condominium Project are subject to the rights of the condominium
unit owners under paragraph 47 of this Agreement.

         21. COST SAVINGS/COST OVERRUNS. Any cost overruns incurred in
connection with the Resort Project or the Convention Center Project shall be
paid for by the Resort LLC and any cost overruns incurred in connection with the
Condominium Project shall be paid for by the Condominium LLC. Any cost savings
in connection with the Resort Project shall be shared by the City and the Resort
LLC, with the City receiving a total of 50% of such cost savings and the Resort
LLC receiving 50% of such cost savings. Any cost savings in connection with the
Convention Center Project shall belong to the City. The term "cost savings"
means, with respect to the Resort Project, the difference between (a) the cost
of the Resort Project as shown in (i) the Resort Cost Breakdown or (ii) the
guaranteed maximum price construction contract for the Resort Project and the
Resort Cost Evidence, whichever is greater, less (b) the actual total aggregate
cost of the development and construction, furnishing and equipping of the Resort
Project. Resort LLC shall pay the City's share of the cost savings to the City
upon completion of the Resort Project. The term "cost savings" means, with
respect to the Convention Center Project, the difference between (a) the cost of
the Convention Center Project as shown in (iii) the Convention Center Cost
Breakdown or (iv) the guaranteed maximum price construction contract for the
Convention Center Project and the Convention Center Cost Evidence, whichever is
greater, less (b) the actual total aggregate cost of the development and
construction, furnishing and equipping of the Convention Center Project. The
amount of the City Convention Center Funds available to be disbursed for the
Convention Center Project shall be reduced by the amount of the cost savings for
the Convention Center Project.

         22. AMUSEMENT PARK. Developer agrees that in the event the City or the
Authority elects to commence construction of an amusement park in the South Pier
District on or before 36 months following the Resort and Convention Center
Funding Date, at the City's or the Authority's request, Developer will assist
the City and/or the Authority in the design and management of such amusement
park, all on terms and conditions of agreements entered into between the
Developer and the City and the Authority with respect to the amusement park.
Developer acknowledges that the City is not required to use the Developer in the
design and management of such amusement park.

         23. WATER PARK OPERATION. Prior to the completion of the Resort
Project, the City, the Authority and the Resort LLC shall enter into an
agreement governing the public's use of the water park located within the Resort
Project. Subject to the restrictions imposed in good faith by the Resort LLC
from time concerning capacity at the water park for reasons of life safety or
the quality of the experience of the water park guests and hotel guests, the
agreement shall contain a provision permitting the residents of the City of
Sheboygan and their guests and the guests of all other hotels, motels and bed
and breakfasts located in the City of Sheboygan to have the right to

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use the water park for a fee that is commercially reasonable. Subject to the
same restrictions, the agreement will also allow the residents of the City of
Sheboygan and their guests and the guests of all other hotels, motels and bed
and breakfasts located in the City of Sheboygan to use the water park on the
same days and at the same hours and times as guests of the Resort Project are
permitted to use the water park. The Resort LLC shall not be required to make
advance sales of admissions to the water park. The agreement will require the
water park to be at all times in good condition and repair, subject to repair as
a result of casualty, condemnation, repair, replacement and upgrade, to comply
at all times with all laws, rules, regulations and ordinances governing water
parks and water quality and to meet all safety requirements of all governmental
authorities. The agreement must be acceptable to the City, the Authority and the
Resort LLC in their respective reasonable discretions.

         24. PARKING. Developer, Resort LLC and Condominium LLC understand and
agree that it shall be Resort LLC's obligation to manage all parking lots
located within the Convention Center Project, the Resort Project and the
Condominium Project and to maintain, replace and repair all such parking lots,
all as set forth in the Restrictive Covenants and Easement Agreement; provided,
however, Resort LLC shall be required to manage, maintain, replace and repair
the parking lots located on the Condominium Site only if it is the manager of
the Condominium Project. If Resort LLC no longer manages the Condominium
Project, then the condominium unit owners association shall be required to
manage, maintain, replace and repair the parking lots located on the Condominium
Site. Parking in the parking lots located on the Condominium Site will be
limited to use by the owners of the condominium units and their guests and the
guests of the Resort Project. Parking in the parking lot located on the
Convention Center Site will be limited to use by the employees and guests of the
Resort Project, users of the water park and to the employees and users of the
Convention Center Project, all on terms and conditions set forth in the
Restrictive Covenants and Easement Agreement. The Developer, Resort LLC and
Condominium LLC shall not charge any fee for the use of the parking lots located
on the Convention Center Site by any person or entity unless the City charges a
fee for parking (other than metered street parking) at other City-owned or
operated parking lots in the South Pier District. If the City charges a fee for
parking (other than metered street parking) at other City-owned or operated
parking lots in the South Pier District, then the Resort LLC may charge fees for
the use of the parking lot located on the Convention Center Site equal to or
less than the fees charged by the City at its City-owned or operated parking
lots on the South Pier District. The City and the Authority agree that they will
not charge any fee for the use of the parking lots located on the Convention
Center Site by any person or entity unless for any reason whatsoever, either the
City or the Authority has become responsible for the operation, maintenance or
repair of the parking lots, in which event the City and/or the Authority shall
be permitted to charge a fee for parking on the Convention Center Site. In the
event the City or the Authority elects to construct other surface parking lots
or parking ramp(s) in the South Pier District, the City and/or the Authority
shall be permitted to do so. Such other parking lots and/or ramps shall not be
subject to the terms and conditions of this Agreement or the Restrictive
Covenants and Easement Agreement, and the City and the Authority retain the
right to charge fees for the use of such other parking lots and/or parking
ramp(s) and the City and the Authority retain the right to hire a manager or
operator other than Developer or the Resort LLC or the Condominium LLC and/or
their Affiliates and/or any other of their members for such other parking lots
and/or parking ramp(s). Following expiration or termination of the Convention
Center Operating Lease, or if for any reason the owner of the Resort Project no
longer manages

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and/or operates the Convention Center Project, then the owner of the Resort
Project shall be required to maintain, repair and replace that portion of the
parking lot located on the Convention Center Site south of the ramp to the
Resort Project, at its cost and expense, and the City or any other
manager/operator of the Convention Center Project shall be required to maintain,
repair and replace that portion of the parking lot located on the Convention
Center Site north of the ramp to the Resort Project. Parking in the parking lots
located on the Convention Center Site shall continue to be available for use by
the Resort Project and the Convention Center Project on the same terms and
conditions as such parking was available to the Resort Project and the
Convention Center Project prior to the expiration or termination of the
Convention Center Operating Lease or the termination for any reason of the
management/operation of the Convention Center Project by the owner of the Resort
Project.

         25. OTHER USES IN SOUTH PIER DISTRICT. It is intended that this
Agreement shall place no restrictions on other uses of the South Pier District
or other construction in the South Pier District, it being understood by the
parties hereto that the Authority and the City are permitted to use those
portions of the South Pier District other than the Resort Project and the
Condominium Project and the Convention Center Project in any manner they see fit
and to place such requirements and restrictions, if any, on such property as the
City and/or the Authority may in their powers otherwise do or choose not to do.
Notwithstanding the foregoing, as long as a water park is located within the
Resort Project, no other portion of the Authority Land shall be used as a water
park resort.

         26. NAME OF DEVELOPER PROJECT/SIGNAGE. The name of the Resort Project
and the Convention Center Project shall be Blue Harbor Resort and Conference
Center. The name of the Condominium Project shall be Blue Harbor Resort
Condominiums. Any change in the names of the Resort Project, the Convention
Center Project and the Condominium Project must be approved by the City and the
Authority. All signage installed at the Resort Project and the Condominium
Project and the Convention Center Project, both during construction and after
completion of the Resort Project and Condominium Project and the Convention
Center Project, must comply with all applicable laws, rules, regulations and
ordinances. All signage shall be maintained and replaced as necessary by the
Resort LLC at its expense. The Developer, the Resort LLC and the Condominium LLC
shall post signage at the Resort Project, the Convention Center Project and the
Condominium Project acknowledging that a portion of the funding for the
Condominium Project, the Resort Project and the Convention Center Project is
being provided by the Authority and the City. The City shall have the right,
subject to the reasonable approval of the Resort LLC, to name the rooms in the
Convention Center Project. The City shall have the right to accept donations
from any person or entity in exchange for that person or entity having the right
to name any room in the Convention Center Project, but the name of any such room
shall be subject to the reasonable approval of the Resort LLC.

         27. REAL ESTATE TAXES AND ASSESSMENTS. The Resort LLC agrees to pay
timely to the City generally applicable property taxes assessed and levied by
the City in connection with the Resort Project under its applicable property tax
laws, rules, rates, regulations and ordinances in effect from time to time.
Nothing in this Agreement shall impair any statutory rights of the City with
respect to the assessment, levy, priority, collection and/or enforcement of real
estate and personal property taxes. In the event the Convention Center Project
ever becomes subject to generally applicable property taxes or special
assessments, the Resort LLC agrees to pay all such

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taxes and/or special assessments assessed and levied by the City in connection
with the Convention Center Project as an expense of the Convention Center
Project; provided, however, if the Convention Center Project becomes subject to
such property taxes and/or special assessments solely as a result of the
transfer by the City of the Convention Center Project to a taxable entity other
than the Developer, Resort LLC, Condominium LLC or any of their Affiliates or
any of their other members, then Resort LLC shall not be liable for the payment
of such taxes and/or special assessments, it being understood that the City's
transferee shall be liable for the payment of such taxes and/or special
assessments. In addition, Resort LLC agrees to pay timely to the City all
special assessments as may be assessed or levied in connection with the Resort
Project and/or the Public Improvements under the applicable special assessment
laws, rules, regulations, ordinances and rates in effect at the time said
special assessments are assessed or levied. Notwithstanding anything to the
contrary, except for generally applicable business improvement district
assessments which the Resort LLC must pay, and except for the Guaranteed
Property Tax Payment and the Guaranteed Room Tax Payment, the Resort LLC and the
Developer shall not be liable for any special assessments in connection with the
initial installation and construction of the Public Improvements pursuant to
this Agreement.

         The Condominium LLC (with respect to unsold condominium units) agrees
to pay timely to the City generally applicable property taxes assessed and
levied by the City in connection with the Condominium Project under its
applicable property tax laws, rules, rates, regulations and ordinances in effect
from time to time. Nothing in this Agreement shall impair any statutory rights
of the City with respect to the assessment, levy, priority and/or collection of
real estate and personal property taxes. In addition, Condominium LLC (with
respect to unsold condominium units) agrees to pay timely to the City all
special assessments as may be assessed or levied in connection with the
Condominium Project and/or the Public Improvements under the applicable special
assessment laws, rules, regulations, ordinances and rates in effect at the time
said special assessments are assessed or levied. Notwithstanding anything to the
contrary, except for generally applicable business improvement district
assessments which the Condominium LLC must pay, the Condominium LLC shall not be
liable for any special assessments in connection with the initial installation
and construction of the Public Improvements pursuant to this Agreement.

         28. INDEMNIFICATIONS. The Developer and the Resort LLC hereby
indemnify, defend and hold the City and the Authority harmless from and against
all loss, liability, damage and expense, including attorneys' fees, suffered or
incurred by the City and/or the Authority in any way in connection with the
Resort Project or the Convention Center Project including without limitation:
(a) the failure of Developer, Resort LLC, or their contractors, subcontractors,
agents, employees, invitees or condominium transferees to comply with any
environmental law, rule, regulation or ordinance, or any order of any regulatory
or administrative authority with respect thereto; (b) any release by Developer
or Resort LLC or their contractors, subcontractors, agents, employees, invitees
or condominium transferees of petroleum products or hazardous materials or
Hazardous Substances on, upon or into the Resort Project or the Convention
Center Project, which products or materials or substances were not present at,
under or on the Resort Site and/or the Convention Center Site on the date that
Resort LLC or Developer commenced any work on any of the Resort Site or the
Convention Center Site; (c) any and all damage to natural resources or real
property or harm or injury to persons resulting or alleged to have resulted from
any failure by the Resort LLC, the Developer and/or their contractors,
subcontractors and/or agents to

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comply with any law, rule, regulation or ordinance or any release of petroleum
products or hazardous materials or Hazardous Substances as described in clauses
(a) and (b) above; (d) claims arising under the Americans With Disabilities Act,
and any other laws, rules, regulations or ordinances; (e) the failure by
Developer or the Resort LLC to comply with any term or condition of this
Agreement, the Resort Ground Lease, the Convention Center Operating Lease, the
Reimbursement Agreement or the Restrictive Covenants and Easement Agreement; (f)
injury to or death of any person at the Resort Project or the Convention Center
Project; and (g) any wrongful or intentional or negligent act or omission on the
part of Developer or Resort LLC or their contractors, subcontractors, agents,
employees, invitees or condominium transferees which would cause the City not to
be in compliance with the Wisconsin Department of Natural Resources Remedial
Action Plan. Notwithstanding the foregoing, the Developer and the Resort LLC
shall not be liable for any claims, liabilities or demands arising from any acts
or omissions on the part of the City or the Authority or their contractors,
subcontractors, agents, or employees. In addition, the Developer, the Resort
LLC, their Affiliates, officers, directors, employees and their contractors,
subcontractors and agents shall not be liable for any release during the course
of construction of the Resort Project and the Convention Center Project of any
Hazardous Substance located on the Resort Site or the Convention Center Site on
the date that Resort LLC or Developer commenced any work on the Resort Site or
the Convention Center Site, as long as the Developer and the Resort LLC and
their contractors, subcontractors and agents were using due care during the
course of construction.

         The City and the Authority hereby indemnify, defend and hold the
Developer and the Resort LLC harmless from and against all loss, liability,
damage and expense, including attorneys' fees, suffered or incurred by the
Developer or the Resort LLC in connection with any of the following: (a) the
failure of any party other than the Developer or the Resort LLC or any of their
Affiliates or any of their other members or any of their contractors,
subcontractors, agents, employees or invitees, to comply with the requirements
of the Wisconsin Department of Natural Resources approved Remedial Action Plan
for the Authority Land; (b) the failure by the City or the Authority to comply
with any term or condition of this Agreement, the Resort Ground Lease, the
Convention Center Operating Lease, the Reimbursement Agreement or the
Restrictive Covenants and Easement Agreement; (c) the failure of the City, the
Authority, or their contractors, subcontractors, agents, employees, or licensees
to comply with any environmental law, rule, regulation or ordinance, or any
order of any regulatory or administrative authority with respect thereto in
connection with the Resort Project and the Convention Center Project; (d) any
release by the City, the Authority or their contractors, subcontractors, agents,
employees, or licensees of petroleum products or hazardous materials or
Hazardous Substances on, upon or into the Resort Project or the Convention
Center Project, which products or materials or substances were not present at,
under or on the Resort Site and/or the Convention Center Site on the date that
Resort LLC or Developer first commenced any work on any of the Resort Site or
the Convention Center Site; and (e) any and all damage to natural resources or
real property or harm or injury to persons resulting or alleged to have resulted
from any failure by the City, the Authority and/or their contractors,
subcontractors and/or agents to comply with any law, rule, regulation or
ordinance or any release of petroleum products or hazardous materials or
Hazardous Substances as described in clauses (a), (c), and (d) above.
Notwithstanding the foregoing, neither the City nor the Authority shall be
liable for any claims, liabilities or demands arising from any acts or omissions
on the part of the Developer, the Resort LLC, or their Affiliates or any of
their other members or any of their contractors, subcontractors, agents,

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employees, invitees or condominium transferees; provided, however, the foregoing
language is not intended to negate the indemnifications of the City and
Authority set forth in subparagraphs (A) and (B) in the next succeeding
paragraph.

         The City and the Authority hereby indemnifies, defends and holds the
Developer and the Resort LLC harmless from and against all loss, liability,
damage and expense, including attorneys' fees, suffered or incurred by the
Developer or the Resort LLC in connection with any of the following: (A) the
presence of any petroleum products or hazardous materials or Hazardous
Substances on, upon or in the Resort Site or the Convention Center Site, which
products or materials or substances were present at, under or on the Resort Site
and/or the Convention Center Site on the date that Resort LLC or Developer first
commenced any work on the Resort Site or the Convention Center Site; and (B) any
and all damage to natural resources or real property or harm or injury to
persons resulting or alleged to have resulted from any release of petroleum
products or hazardous materials or Hazardous Substances as described in clause
(A) above; and (C) response actions required by any governmental authority which
are necessary to comply with any environmental law, rule, regulation, ordinance,
or order or requirement of any regulatory or administrative authority with
respect thereto related to any petroleum product or hazardous materials or
Hazardous Substances present at, under or on the Resort Site or the Convention
Center Site as of the date that Resort LLC or Developer first commenced any work
on the Resort Site or the Convention Center Site. Notwithstanding the foregoing,
neither the City nor the Authority shall be liable for any claims, liabilities
or demands arising from any acts or omissions on the part of the Developer, the
Resort LLC, or their Affiliates or any of their other members, or any of their
contractors, subcontractors, agents, employees, invitees or condominium
transferees; provided, however, the foregoing language is not intended to negate
the indemnifications of the City and the Authority set forth in subparagraphs
(A) and (B) above.

         The Developer and the Condominium LLC hereby indemnify, defend and hold
the City and the Authority harmless from and against all loss, liability, damage
and expense, including attorneys' fees, suffered or incurred by the City and/or
the Authority in any way in connection with the Condominium Project, including
without limitation: (a) the failure of Developer, Condominium LLC or their
contractors, subcontractors, agents, employees, invitees or condominium
transferees to comply with any environmental law, rule, regulation or ordinance,
or any order of any regulatory or administrative authority with respect thereto;
(b) any release by Developer or Condominium LLC or their contractors,
subcontractors, agents, employees, invitees or condominium transferees of
petroleum products or hazardous materials or Hazardous Substances on, upon or
into the Condominium Project, which products or materials or substances were not
present at, under or on the Condominium Site on the date that Condominium LLC or
Developer commenced any work on the Condominium Site; (c) any and all damage to
natural resources or real property or harm or injury to persons resulting or
alleged to have resulted from any failure by the Condominium LLC, the Developer
and/or their contractors, subcontractors and/or agents to comply with any law,
rule, regulation or ordinance or any release of petroleum products or hazardous
materials or Hazardous Substances as described in clauses (a) and (b) above; (d)
claims arising under the Americans With Disabilities Act, and any other laws,
rules, regulations or ordinances; (e) the failure by Developer or the
Condominium LLC to comply with any term or condition of this Agreement, the
Condominium Ground Lease, or the Restrictive Covenants and Easement Agreement;
(f) injury to or death of any person at the Condominium Project; and (g) any
wrongful or intentional or negligent act or omission on the part of Developer

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or Condominium LLC or their contractors, subcontractors, agents, employees,
invitees or condominium transferees which would cause the City not to be in
compliance with the Wisconsin Department of Natural Resources Remedial Action
Plan. Notwithstanding the foregoing, the Developer and the Condominium LLC shall
not be liable for any claims, liabilities or demands arising from any acts or
omissions on the part of the City or the Authority or their contractors,
subcontractors, agents, or employees. In addition, the Developer and the
Condominium LLC, their Affiliates, officers, directors, employees and their
contractors, subcontractors and agents shall not be liable for any release
during the course of construction of the Condominium Project of any Hazardous
Substance located on the Condominium Site on the date that Condominium LLC or
Developer commenced any work on the Condominium Site, as long as the Developer,
the Condominium LLC and their contractors, subcontractors and agents were using
due care during the course of construction.

         The City and the Authority hereby indemnify, defend and hold the
Developer and the Condominium LLC harmless from and against all loss, liability,
damage and expense, including attorneys' fees, suffered or incurred by the
Developer or the Condominium LLC in connection with any of the following: (a)
the failure of any party other than the Developer, the Condominium LLC or any of
their Affiliates or any of their other members or any condominium transferee or
any of their contractors, subcontractors, agents, employees, or invitees to
comply with the requirements of the Wisconsin Department of Natural Resources
approved Remedial Action Plan for the Authority Land; (b) the failure by the
City or the Authority to comply with any term or condition of this Agreement,
the Condominium Ground Lease, or the Restrictive Covenants and Easement
Agreement; (c) the failure of the City, the Authority, or their contractors,
subcontractors, agents, employees, or licensees to comply with any environmental
law, rule, regulation or ordinance, or any order of any regulatory or
administrative authority with respect thereto in connection with the Condominium
Project; (d) any release by the City, the Authority or their contractors,
subcontractors, agents, employees, or licensees of petroleum products or
hazardous materials or Hazardous Substances on, upon or into the Condominium
Project, which products or materials or substances were not present at, under or
on the Condominium Site on the date that Condominium LLC or Developer first
commenced any work on the Condominium Site; and (e) any and all damage to
natural resources or real property or harm or injury to persons resulting or
alleged to have resulted from any failure by the City, the Authority and/or
their contractors, subcontractors and/or agents to comply with any law, rule,
regulation or ordinance or any release of petroleum products or hazardous
materials or Hazardous Substances as described in clauses (a), (c), and (d)
above. Notwithstanding the foregoing, neither the City nor the Authority shall
be liable for any claims, liabilities or demands arising from any acts or
omissions on the part of the Developer, the Condominium LLC or their Affiliates
or any of their contractors, subcontractors, agents, employees, invitees or
condominium transferees; provided, however, the foregoing language is not
intended to negate the indemnifications of the City and the Authority set forth
in subparagraphs (D) and (E) in the next succeeding paragraph.

         The City and the Authority hereby indemnify, defends and hold the
Developer and the Condominium LLC harmless from and against all loss, liability,
damage and expense, including attorneys' fees, suffered or incurred by the
Developer or the Condominium LLC in connection with any of the following (D) the
presence of any petroleum products or hazardous materials or Hazardous
Substances on, upon or in the Condominium Site, which products or materials or

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substances were present at, under or on the Condominium Site on the date that
Resort LLC or Developer or Condominium LLC first commenced any work on the
Condominium Site; and (E) any and all damage to natural resources or real
property or harm or injury to persons resulting or alleged to have resulted from
any release of petroleum products or hazardous materials or Hazardous Substances
as described in clause (D) above; and (F) response actions required by any
governmental authority which are necessary to comply with any environmental law,
rule, regulation, ordinance, or order or requirement of any regulatory or
administrative authority with respect thereto related to any petroleum product
or hazardous materials or Hazardous Substances present at, under or on the
Condominium Site as of the date that Resort LLC or Developer or Condominium LLC
first commenced any work on the Condominium Site. Notwithstanding the foregoing,
neither the City nor the Authority shall be liable for any claims, liabilities
or demands arising from any acts or omissions on the part of the Developer, the
Condominium LLC, or their Affiliates or any of their contractors,
subcontractors, agents, employees, invitees or condominium transferees;
provided, however, the foregoing language is not intended to negate the
indemnifications of the City and the Authority set forth in subparagraphs (D)
and (E) above.

         The terms "Hazardous Substances" means any flammable explosives,
radioactive materials, hazardous wastes, toxic substances, or related materials,
including without limitation, any substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"toxic substances" under any applicable federal or state or local laws or
regulations.

         The City shall have the right, at its cost, to inspect the Resort Site,
the Resort Project and the Condominium Site and the Condominium Project not less
than once each year in order to assure that the Resort Site, the Resort Project,
the Condominium Site and the Condominium Project are in compliance with the
Wisconsin Department of Natural Resources Remedial Action Plan, as is required
by the plan. In making these inspections, the City will use its best efforts not
to unreasonably interfere with the operation of the Resort Project and the
Condominium Project. The Resort LLC, at its cost and expense, shall be
responsible for all maintenance and repair of the engineered barrier within the
Resort Site and the Condominium Site and the Convention Center Site.

         29. ROOM TAX. The City may impose a room tax on the Resort Project and
the Condominium Project in accordance with its legislative or other powers,
which tax may be modified or amended from time to time as permitted by
applicable law. Nothing in this Agreement shall impair any statutory rights of
the City with respect to the assessment, levy, priority, collection and/or
enforcement of room taxes. Resort LLC agrees to pay such room taxes in effect
from time to time in a timely manner in connection with the Resort Project and
as agent for the individual condominium units owners in connection with the
Condominium Project. The room tax imposed on the Resort Project and the
Condominium Project shall be the room tax uniformly applied by the City on all
hotels, motels and beds and breakfasts in the City of Sheboygan. If the room tax
at any time during the term of the Convention Center Operating Lease is reduced
by law below 8%, then for the purpose of determining whether a Room Tax
Shortfall exists on any October 1 Guaranteed Room Tax Payment due date which
occurs during the period of time when the room tax was by law reduced below 8%,
the Resort LLC shall be deemed to have paid on said October 1 Guaranteed Room
Tax Payment due date, room taxes in an amount equal to the sum of (a) the room
taxes (not including any City Condominium

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Payments) actually received by the City from the Resort Project and the
Condominium Project during the 12-month period immediately prior to said October
1 Guaranteed Room Tax Payment due date, plus (b) the difference between (i) the
amount of room taxes (not including any City Condominium Payments) that would
have been received by the City from the Resort Project and the Condominium
Project during the 12-month period immediately prior to said October 1
Guaranteed Room Tax Payment due date had the room taxes (not including the City
Condominium Payments) which were actually received been assessed at 8%, minus
(ii) the amount described in subparagraph (a) above of this Paragraph 29.
Nothing in this Agreement shall impair any statutory rights of the City with
respect to the assessment, levy, priority and/or collection of room taxes.

         30. INSURANCE. The Developer and/or the Resort LLC (with respect to the
Resort Project and the Convention Center Project) and the Developer and the
Condominium LLC (with respect to the Condominium Project) shall maintain the
following insurance policies issued by insurers with a rating of at least "A-"
and in the financial size category of at least "VII" as established by A.M. Best
Company and licensed to do business in the State of Wisconsin, with such
policies (the "Insurance Policies") covering loss by perils, hazards,
liabilities and other risks and casualties and in such amounts as may be
reasonably required by the City and the Authority:

                  (a) Following completion of construction of each of the Resort
Project, the Convention Center Project and the Condominium Project, "all risks"
property insurance (including without limitation, insurance against fire, flood,
water damage, collapse, terrorism, windstorm, hail, boiler and machinery, if
applicable, sewer back-up, business interruption, and such other risks of loss
as the City and the Authority reasonably may require to the extent coverages are
available at commercially reasonable rates), against loss of or damage to each
of the Resort Project, the Condominium Project and/or the Convention Center
Project, in amounts equal to the greater of (i) 100% replacement cost of all
buildings, improvements, fixtures, equipment and other real and personal
property constituting each of the Resort Project and the Condominium Project and
the Convention Center Project, or (ii) the total amount outstanding from time to
time of the Resort Lender's loan, plus the Condominium Lender's loan, plus the
City Loan, plus the City Convention Center Funds with an extended replacement
cost endorsement;

                  (b) During the construction of the Resort Project and the
Condominium Project and the Convention Center Project, builder's risk insurance
in form and amounts reasonably satisfactory to the City and the Authority;

                  (c) Commercial general liability insurance covered under a
comprehensive general liability policy which policy may also insure other
properties managed by Developer and/or its Affiliates including contractual
liability in an amount not less than $25,000,000.00 combined single limit for
bodily injury, including personal injury, and property damage;

                  (d) Worker's compensation insurance in amounts meeting all
statutory state and local requirements; and

                  (e) Such other insurance as may be reasonably requested by
City and the Authority.

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<PAGE>

Each Insurance Policy shall require the insurer to provide at least thirty (30)
days prior written notice to the City of any material change or cancellation of
such policy. The City and the Authority shall be named as an additional
insureds/loss payees on all policies of insurance except worker's compensation
insurance.

         31. FIRE AND SAFETY HAZARDS. The Developer and the Resort LLC agree to
construct the Resort Project and the Convention Center Project in conformance
with all fire and safety standards specified by applicable law. The Developer
and the Condominium LLC agree to construct the Condominium Project in
conformance with all fire and safety standards specified by applicable law.

         32. NONDISCRIMINATION. The City, the Authority, Resort LLC, and
Developer agree that neither the Resort Project nor the Convention Center
Project nor any portion thereof shall be sold to, leased or used by any party in
a manner to permit discrimination or restriction on the basis of race, creed,
ethnic origin or identity, color, gender, religion, marital status, age,
handicap or national origin, and that the construction and operation of the
Resort Project and the Convention Center Project shall be in compliance with all
laws, rules, regulations and ordinances relating to discrimination or any of the
foregoing. The City, the Authority, Condominium LLC, and Developer agree that
neither the Condominium Project nor any portion thereof shall be sold to, leased
or used by any party in a manner to permit discrimination or restriction on the
basis of race, creed, ethnic origin or identity, color, gender, religion,
marital status, age, handicap or national origin, and that the construction and
operation of the Condominium Project shall be in compliance with all laws,
rules, regulations and ordinances relating to discrimination or any of the
foregoing.

         33. NO PERSONAL LIABILITY. Under no circumstances, excepting only
criminal acts, shall any alderperson, officer, official, director, attorney,
employee or agent of the City or the Authority have any personal liability
arising out of this Agreement, the Condominium Ground Lease, the Resort Ground
Lease, the Convention Center Operating Lease, the Restrictive Covenants and
Easement Agreement or the Reimbursement Agreement and no party shall seek or
claim any such personal liability.

         34. PUBLIC IMPROVEMENTS. The Developer, Resort LLC and Condominium LLC
understand and agree that the Public Improvements must be open at all times to
the public and available for use at all times by the public, unless otherwise
determined by the City and/or the Authority. Some or all of the Public
Improvements may be dedicated by the City to the public. Except for demolition,
none of the Public Improvements are located within the Resort Project or the
Condominium Project or the Convention Center Project.

         35. WATER RIGHTS/RIPARIAN RIGHTS. Nothing in this Agreement does or is
intended to give the Developer, the Resort LLC or the Condominium LLC or any
owner of any condominium unit any water rights or riparian rights with respect
to Lake Michigan, the Sheboygan River, or any other body of water near or
surrounding the Authority Land including without limitation, the Resort Site,
the Condominium Site and/or the Convention Center Site. Neither the Developer
nor the Resort LLC nor the Condominium LLC nor any condominium unit owner shall
place any piers or boat slips in Lake Michigan, the Sheboygan River, or any

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other body of water near or surrounding the Authority Land including without
limitation, the Resort Site, the Condominium Site and/or the Convention Center
Site.

         36. CITY AUTHORIZATION. The execution of this Agreement by the City was
authorized by Resolution 82-03-04 of the City's Common Council dated July 28,
2003, and by Resolution of the Authority dated July 28, 2003, reflected in
Minutes of the Joint Meeting of the Authority and the City's Common Council.

         37. CONFIDENTIALITY. Subject to applicable law, the City and the
Authority agree to use their best efforts to keep all proprietary information
and documents provided to or made available to either of them by the Developer,
the Resort LLC and/or the Condominium LLC confidential; provided, however, the
City and the Authority may disclose any such information and documentation to
their attorneys, accountants and other advisors in connection with the Resort
Project, the Convention Center Project and the Condominium Project as long as
such attorneys, accountants and other advisors agree to the provisions of this
Paragraph 37 and the City and the Authority may disclose such information and
documentation in the exercise of any of their remedies hereunder.

         38. JOINT AND SEVERAL LIABILITY. With respect to those terms,
conditions, covenants and agreements for which Developer and/or Resort LLC are
liable, the liability of Developer and/or Resort LLC shall be joint and several.
With respect to those terms, conditions, covenants and agreements for which
Developer and/or Condominium LLC are liable, the liability of Developer and/or
Condominium LLC shall be joint and several. With respect to those terms,
conditions, covenants and agreements for which Condominium LLC and Resort LLC,
as manager of the Condominium Project, are liable, the liability of Condominium
LLC and Resort LLC shall be joint and several. The Resort Lender shall not be
jointly and severally liable with the Developer and the Resort LLC with respect
to any liabilities and obligations except to the extent specifically set forth
in Paragraph 42.

         39. STAFF APPROVAL. Except for this Agreement, the Resort Ground Lease,
the Condominium Ground Lease, the Convention Center Operating Lease, the
Reimbursement Agreement, the Restrictive Covenants and Easement Agreement, and
the Intercreditor Agreement, all other documents and agreements that require
approval by the City or the Authority shall be approved by a staff person
designated by the City or Authority.

         40. CONDOMINIUM CONSTRUCTION. The Developer and Resort LLC want to
commence construction of the Resort Project on or before July 1, 2003 and the
Developer and Resort LLC believe that the Resort and Convention Center Funding
Date will occur in September of 2003. The City wants the Condominium Closing to
occur simultaneously with the Resort Closing but the Developer and the Resort
LLC and the Condominium LLC have informed the City that they do not yet have a
firm commitment for financing of the Condominium Project. In order to
accommodate the Developer's and Resort LLC's desire to commence timely the
construction of the Resort Project, the City has agreed that it will make a
commitment to disburse the City Loan in connection with the Resort Project even
though the Condominium Closing has not occurred. In addition, the Authority and
the City are willing to allow the Developer and the Condominium LLC to construct
the Condominium Project in Phases. To ensure completion of the Condominium
Project, the Resort Lender, the Developer and the Resort

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LLC agree that $1,000,000 of the proceeds of the City Loan (the "Condominium
Completion Escrow") will be deposited into an escrow account (the "Condominium
Completion Escrow Account") with a financial institution approved by the City.
Only the City shall have the right to make withdrawals from the Condominium
Completion Escrow Account.

         The following is the agreement among the City, the Authority, the
Resort LLC, the Condominium LLC and the Developer with respect to the
Condominium Project:

                  (a) The Authority will not enter into the Condominium Ground
Lease until the Condominium Closing has occurred. Thereafter, the Authority will
ground lease the Condominium Site to the Condominium LLC in 16 Phases as shown
on Exhibit C attached hereto. The Phases will be ground leased to the
Condominium LLC sequentially, beginning with Phase 1 and continuing up through
Phase 16.

                  (b) The Authority will ground lease each Phase of the
Condominium Site to the Condominium LLC only upon satisfaction of all conditions
precedent to the disbursement of the Condominium Lender's loan with respect to
such Phase.

                  (c) The Authority will ground lease each Phase of the
Condominium Site to the Condominium LLC only if the Authority is reasonably
satisfied that the Condominium LLC will complete construction of all condominium
units on all Phases previously leased to the Condominium LLC within the time
periods required by this Agreement. The Authority will ground lease each Phase
of the Condominium Site to the Condominium LLC only if the Resort and Convention
Center Funding Date has occurred and construction of the Resort Project and the
Convention Center Project has commenced.

                  (d) The Resort Lender shall enter into a written agreement
with the City and the Developer and the Resort LLC prior to the Resort Closing,
under the terms of which the Resort Lender will agree that the City shall be
permitted to deposit the Condominium Completion Escrow into the Condominium
Completion Escrow Account to be disbursed by the City as set forth in this
Paragraph 40. All other terms and conditions of the agreement must be acceptable
to the City in its reasonable discretion. The Condominium LLC will consent to
the terms of the agreement.

                  (e) Commencing January 1, 2005, and on the first day of each
calendar year thereafter, the City will be permitted to withdraw from the
Condominium Completion Escrow Account, an amount equal to $6,500 for each of the
64 condominiums in the Condominium Project which have not been completed as of
said January 1. The amount withdrawn by the City will be held in an escrow
account by the City and will be credited against the Guaranteed Property Tax
Payment and/or the Guaranteed Room Tax Payment, from time to time as determined
by the City, to the extent that the real estate and personal property taxes and
room taxes and the City Condominium Payments from the Resort Project and the
Condominium Project received by the City are not sufficient to make the
Guaranteed Property Tax Payments and/or the Guaranteed Room Tax Payments.

                  (f) If the Resort Project and the Convention Center Project
have been completed, then following completion of the first 32 condominium units
in the Condominium

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Project, for each condominium unit completed thereafter, the City agrees that
upon issuance of a certificate of occupancy by the City with respect to the
completed condominium unit, the City will disburse to the Resort LLC, an amount
equal to 1/32nd of the balance remaining in the Condominium Completion Escrow
Account. The City acknowledges that the Resort LLC may disburse said amounts to
the Developer.

                  (g) If construction of any Phase of the Condominium Project
has not been commenced on or before January 1, 2008, then for each condominium
unit in each Phase which is not under construction, the City shall withdraw from
the Condominium Completion Escrow Account, an amount equal to 1/32nd of the
balance remaining in the Condominium Completion Escrow Account. The balance
remaining in the account shall be determined after deduction from the account of
the $6,500 allocable to those condominium units not completed as of January 1,
2008. The amounts disbursed to the City shall be held in an escrow account by
the City and shall be credited from time to time against amounts due under the
Reimbursement Agreement or on the Lease Obligations, as the City shall
determine, to the extent that the real estate and personal property taxes and
room taxes and City Condominium Payments received by the City from the Resort
Project and the Condominium Project are not sufficient to make the Guaranteed
Property Tax Payments and/or the Guaranteed Room Tax Payments. Notwithstanding
the foregoing, any amounts remaining in the Condominium Completion Escrow
Account on January 1, 2009, shall be disbursed to the City and held in an escrow
account by the City to be credited against amounts becoming due from time to
time under the Reimbursement Agreement and/or on the Lease Obligations, as
determined by the City, to the extent that the real estate taxes and room taxes
and City Condominium Payments received by the City from the Resort Project and
the Condominium Project are not sufficient to make the Guaranteed Property Tax
Payments and/or the Guaranteed Room Tax Payments.

                  (h) If the Developer and/or the Condominium LLC have not
completed construction of the first 32 condominium units (the eight buildings of
four units each in Phases 1-8 as shown on Exhibit C), on or before 30 days
following the date of the opening of the Resort Project, then the Authority's
obligation to ground lease any portion of the Condominium Site not yet ground
leased to the Condominium LLC, at Authority's option, shall automatically
terminate without need of any further document or instrument. If the Authority's
obligation to ground lease the Condominium Site has not sooner terminated, and
if construction of any Phase of the Condominium Project has not been commenced
on or before January 1, 2008, then the Authority's obligation to ground lease
any portion of the Condominium Site not ground leased to the Condominium LLC as
of January 1, 2008, shall, at the Authority's option, automatically terminate
without need of any further document or instrument.

                  (i) Condominium LLC's failure to build all or any part of the
Condominium Project shall not operate to release the Resort LLC from its
liabilities and obligations under the Reimbursement Agreement and shall not
release Resort LLC's Lease Obligations. Condominium LLC's failure to build all
or any part of the Condominium Project shall not operate to reduce the amount of
the Guaranteed Property Tax Payments or the Guaranteed Room Tax Payments.

                  (j) The documents governing the formation of the condominium
on the Condominium Site, including without limitation, the declaration of
condominium, the plat of

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condominium and the articles and by-laws of the condominium association must
reflect the provisions of this Agreement applicable to the Condominium Project,
including without limitation, the terms of Paragraph 49 below. The documents
shall be made available for review to the City and the Authority not less than
15 days prior to the Condominium Closing. Each Phase of the Condominium Project
shall be subjected to the terms and conditions of the approved condominium
documents.

                  (k) On or before 15 days prior to the Condominium Closing, the
Condominium LLC and the Resort LLC shall have entered into a management
agreement with respect to management of the Condominium Project and the Resort
LLC and the Developer shall have entered into a sub-management agreement in
connection with management of the Condominium Project, both of which agreements
must be provided to the City and both of which agreements must be in form and
content reasonably acceptable to the City and the Authority and must reflect all
terms and conditions of this Agreement, including without limitation, the terms
of Paragraph 49 below.

                  (l) At the Condominium Closing, the Condominium LLC shall
close and fund the Condominium Lender's loan and in connection therewith, the
Condominium LLC shall provide all documents to be executed in connection with
the Condominium Lender's loan to the City and the Authority, which documents
must be reasonably acceptable to the City and the Authority and which documents
must contain terms and conditions consistent with this Agreement.

                  (m) On or before the Condominium Closing, the Developer or the
Condominium LLC, at their cost, shall have provided the City with a completion
and draw schedule for the Condominium Project. On or before the Condominium
Closing, the City shall have reviewed and reasonably approved the completion and
draw schedule for the Condominium Project.

                  (n) On or before commencement of construction of each Phase of
the Condominium Project, the Condominium LLC shall have entered into and made
available for review by the City, a guaranteed maximum price construction
contract with the General Contractor for such Phase, an architect's agreement
for such Phase and all other contracts and agreements necessary in connection
with construction of such Phase, all of which contracts and agreements must be
reasonably acceptable in all respects to the City.

                  On or before commencement of construction of each Phase of the
Condominium Project, the Condominium LLC shall have made available for review by
the City all contracts and other evidence reasonably satisfactory to the City,
supporting each line item of the Condominium Cost Breakdown for such Phase and
any other costs of such Phase (each of which is herein referred to as
"Condominium Cost Evidence") other than those line items or amounts which are
the subject of the guaranteed maximum price construction contract for such
Phase. The Condominium Cost Evidence for each Phase must show that the costs of
furnishing and equipping of such Phase do not exceed the amount shown on the
Condominium Cost Breakdown for such costs for such Phase. The Condominium Cost
Evidence for each Phase must be acceptable to the City in its reasonable
discretion.

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<PAGE>

                  (o) No uncured Default, or event which with the giving of
notice or lapse of time or both would be a Default, shall exist under this
Agreement. The Resort LLC and the Condominium LLC shall not be in default
(beyond any applicable period of grace) of any of their obligations under any
other material agreement or instrument to which the Resort LLC or the
Condominium LLC is a party or an obligor. The Developer shall not be in default
(beyond any applicable notice and cure periods) of any of its obligations under
any agreement or instrument related to the Resort Project or the Convention
Center Project or the Condominium Project.

All of the City's and the Authority's obligations with respect to the
Condominium Project and the leasing of the Condominium Site to the Condominium
LLC as set forth in this Development Agreement are subject to the terms and
conditions of this Paragraph 40 and satisfaction by the Developer and/or the
Condominium LLC of all terms and conditions of this Paragraph 40.

         Nothwithstanding anything to the contrary contained in this Paragraph
40, if the Resort LLC becomes entitled to return of any part of the Condominium
Completion Escrow at any time prior to January 1, 2005, because construction of
all Phases of the Condominium Project has been completed, the City shall have
the right to hold back $200,000.00 from any amount of the Condominium Completion
Escrow which the City is required to pay to the Resort LLC hereunder to insure
that on or before January 1, 2005, the Resort LLC makes its deposit to the
Reserve Fund. If the amount required to be deposited to the Reserve Fund on
January 1, 2005, is received by the City on said date, then the City shall
return the $200,000.00 to the Resort LLC. The City acknowledges that the Resort
LLC may pay said amount to the Developer. If construction of all Phases of the
Condominium Project is not completed prior to January 1, 2005, and if the Resort
LLC does not make its deposit to the Reserve Fund on or before January 1, 2005,
then the City shall have the right without need of any further document or
instrument, to transfer from the Condominium Completion Escrow to the Reserve
Fund, the amount which Resort LLC should have deposited to the Reserve Fund on
January 1, 2005. Any amount of the Condominium Completion Escrow which is
deposited into the Reserve Fund shall become subject to all terms and conditions
of this Agreement applicable to the Reserve Fund.

         41.      MISCELLANEOUS.

                  (a) Except as otherwise specifically set forth herein, the
respective rights and liabilities of City, the Authority, Resort LLC,
Condominium LLC and Developer under this Agreement are not assignable or
delegable, in whole or in part, without the prior written consent of the other
party. The provisions of this Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the parties.

                  (b) No waiver, amendment, or variation in the terms of this
Agreement shall be valid unless in writing and signed by the City, the Authority
and the Resort LLC, and then only to the extent specifically set forth in
writing. Until the last constructed condominium unit is sold or until
Condominium LLC's right to construct the Condominium Project has ceased,
whichever is later to occur, no waiver, amendment or variation in the terms of
this Agreement shall be valid unless also signed in writing by the Condominium
LLC and the Developer and then only to the extent specifically set forth in
writing.

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<PAGE>

                  (c) All agreements, representations, warranties, covenants,
liabilities and obligations made in this Agreement and in any document delivered
pursuant to this Agreement shall survive the execution and delivery of this
Agreement, the delivery of the Condominium Ground Lease, the Resort Ground
Lease, the Convention Center Operating Lease, the Restrictive Covenants and
Easement Agreement and the Reimbursement Agreement.

                  (d) All communications or notices required or permitted by
this Agreement shall be in writing and shall be deemed to have been given (i)
upon delivery to an officer of the person entitled to such notice, if hand
delivered, or (ii) two business days following deposit in the United States
mail, postage prepaid, or with a nationally recognized overnight commercial
carrier that will certify as to the date and time of delivery, airbill prepaid,
or (iii) upon transmission if by facsimile, and each such communication or
notice shall be addressed as follows, unless and until any of such parties
notifies the other in accordance with this Section of a change of address:

                  If to City or the Authority: City of Sheboygan, Wisconsin
                                               City Attorney's Office
                                               807 Center Avenue
                                               Sheboygan, Wisconsin 53081-4414
                                               Attn: City Attorney
                                               Facsimile No.: (920) 459-3919

                  If to the Developer,         The Great Lakes Companies, Inc.
                  Resort LLC or                122 W. Washington Ave., 10th
                                               Floor
                  Condominium LLC:             Madison, WI 53703
                                               Attn: J. Michael Schroeder
                                               Facsimile No.: (608) 251-6800

                  (e) This Agreement and the documents executed pursuant to this
Agreement contain the entire understanding of the parties with respect to the
subject matter hereof. There are no restrictions, promises, warranties,
covenants or undertakings other than those expressly set forth in this Agreement
and the documents executed in connection with this Agreement. This Agreement and
the documents executed in connection herewith supersede all prior negotiations,
agreements and undertakings between the parties with respect to the subject
matter hereof.

                  (f) This Agreement is intended solely for the benefit of the
Developer, Resort LLC, Condominium LLC and the City and the Authority, and no
third party (other than successors and permitted assigns) shall have any rights
or interest in any provision of this Agreement, or as a result of any action or
inaction of the City and/or the Authority in connection therewith. Without
limiting the foregoing, no approvals given pursuant to this Agreement by the
Developer, Resort LLC, Condominium LLC or the City or the Authority, or any
person acting on behalf of any of them, shall be available for use by any
contractor or other person in any dispute relating to construction of the Resort
Project or the Condominium Project or the Convention Center Project.

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<PAGE>

                  (g) This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Wisconsin applicable to
contracts made and wholly performed within such state.

                  (h) This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but such counterparts shall together
constitute but one and the same agreement. Facsimile signatures shall be deemed
original signatures for all purposes of this Agreement.

                  (i) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement in such jurisdiction or affecting the
validity or enforceability of any provision in any other jurisdiction.

                  (j) Nothing contained in this Agreement or any other documents
executed pursuant to this Agreement, shall be deemed or construed as creating a
partnership or joint venture between the City, the Authority, the Resort LLC,
the Condominium LLC and Developer or between the City and/or the Authority and
any other person, or cause the City and/or the Authority to be responsible in
any way for the debts or obligations of the Developer, the Resort LLC, the
Condominium LLC or any other person. The Developer, the Resort LLC and the
Condominium LLC further represent, warrant and agree, for themselves and their
successors and permitted assigns, not to make any assertion inconsistent with
their acknowledgment and agreement contained in the preceding sentence in the
event of any action, suit or proceeding, at law or in equity, with respect to
the transactions which are the subject of this Agreement and this paragraph may
be pleaded and construed as a complete bar and estoppel against any assertion by
or for the Developer, the Resort LLC, the Condominium LLC and their successors
and permitted assigns, that is inconsistent with its acknowledgment and
agreement contained in the preceding sentence.

                  (k) Time is of the essence of each and every obligation or
agreement contained in this Agreement and in the Condominium Ground Lease, the
Resort Ground Lease, the Convention Center Operating Lease, the Restrictive
Covenants and Easement Agreement and the Reimbursement Agreement.

                  (l) If any party is delayed or prevented from timely
completing construction of the Resort Project, the Convention Center Project,
the Condominium Project or the Public Improvements by reason of fire,
earthquake, war, flood, riot, strikes, labor disputes, governmental
restrictions, judicial order, public emergency or regulations, or other causes
beyond the reasonable control of the party obligated to perform, performance of
such act shall be excused for the period of such delay and the time for the
performance of any such act shall be extended for a period equivalent to such
delay.

                  (m) No disbursement of any portion of the City's Loan to the
Resort Project or any portion of the City Convention Center Funds shall preclude
the City or the Authority from declaring a Default hereunder and pursuing its
remedies hereunder in the event the Developer, the Resort LLC or the Condominium
LLC fails to satisfy such condition or cure such Default.

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<PAGE>

                  (n) This Development Agreement shall terminate on December 31,
2028.

                  (o) This Agreement shall be recorded in the office of the
Register of Deeds of Sheboygan County, Wisconsin, prior to the recording of the
Resort Lender's mortgage, the Condominium Lender's mortgage or any other
mortgage on the Resort Site and/or the Resort Project and/or the Condominium
Project and/or the Condominium Site, and prior to the recording of any of the
condominium documents, it being understood by the parties that this Agreement
will run with the land and will be binding upon the Resort Site, the Condominium
Site, the Convention Center Site, the Resort Project, the Convention Center
Project and the Condominium Project and any owner and/or lessee and/or mortgagee
of all or any portions of such sites and/or the Resort Project and the
Convention Center Project and the Condominium Project, and their successors and
assigns, including without limitation, the owners of the individual condominium
units.

                  (p) The headings in this Agreement are for reference only and
are not intended to modify any of the terms and conditions of this Agreement.

                  (q) Nothing contained in this Agreement is intended to or has
the effect of releasing Resort LLC or Condominium LLC or Developer from
compliance with all applicable laws, rules, regulations and ordinances.

                  (r) This Agreement is the product of negotiation among all of
the parties hereto and no term, covenant or provision herein or the failure to
include a term, covenant or provision shall be construed against any party
hereto solely on the basis that one party or the other drafted this Agreement or
any term, covenant or condition contained herein.

                  (s) EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TRIAL BY JURY
IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT,
AT LAW OR EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.

          42. RESORT LENDER FORECLOSURE. In the event of a foreclosure by the
Resort Lender or acceptance by the Resort Lender of a deed-in-lieu of
foreclosure, the following provisions will apply, notwithstanding anything to
the contrary contained in this Agreement:

                  (a) The restrictions on transfer in Paragraph 14 (m) of this
Agreement shall not apply to (i) the transfer of the Resort Project to the
Resort Lender by Sheriff's Deed in a judicial foreclosure of the Resort Lender's
mortgage or by a formal deed-in-lieu of foreclosure of the Resort Lender's
mortgage, or (ii) the first transfer of the Resort Project by the Resort Lender
following the Resort Lender's acquisition of title to the Resort Project by the
above-mentioned Sheriff's Deed or deed-in-lieu of foreclosure to any person or
entity other than Developer, Resort LLC, Condominium LLC or any of their
Affiliates. Any and all subsequent attempts to transfer the Resort Project by
the Resort Lender's first transferee, its successors and assigns and
transferees, shall again be subject to the provisions of Paragraph 14 (m) of
this Agreement.

                  (b) If as a result of the foreclosure of the Resort Lender's
mortgage or acceptance by the Resort Lender of a deed-in-lieu of foreclosure of
the Resort Lender's mortgage, the Resort Lender exercises its rights, if any, to
assume the Resort LLC's rights under

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<PAGE>

the Convention Center Operating Lease, then the Resort Lender must assign the
Convention Center Operating Lease to the transferee from the Resort Lender of
the Resort Project. Except as specifically set forth in the preceding sentence,
the restrictions on transfer set forth in Paragraph 14(o) shall not otherwise
apply to the transfer of the Convention Center Operating Lease to the Resort
Lender or to the first transferee (other than Developer, Resort LLC, Condominium
LLC or any of their Affiliates) from the Resort Lender of the Resort Project.
Any and all subsequent attempts to transfer the Convention Center Operating
Lease by the Resort Lender's first transferee, its successors and assigns, shall
again be subject to the provisions of Paragraph 14 (o) of this Agreement. The
Resort Lender, if it exercises its rights with respect to the Convention Center
Operating Lease, and any other transferee of the Convention Center Operating
Lease, must assume in writing all obligations and liabilities of the Resort LLC
under the Convention Center Operating Lease and unless the City has released the
Resort LLC from its liabilities and obligations under the Convention Center
Operating Lease, the Resort Lender, its successors, assigns and transferees
shall be jointly and severally liable with the Resort LLC under the Convention
Center Operating Lease.

         If any Resort Lender does not exercise its rights, if any, with respect
to the Convention Center Operating Lease, then Resort LLC, its successors,
assigns and transferees other than Resort Lender and its transferees shall
remain liable for the performance and observance of all of the terms and
conditions of the Convention Center Operating Lease unless the City terminates
the rights of the Resort LLC, its successors, assigns or transferees, to operate
the Convention Center Project under the Convention Center Operating Lease or the
term of the Convention Center Operating Lease expires by its terms. In addition,
the Resort LLC, its successors, assigns and transferees other than Resort Lender
and its transferees shall be liable for the performance of all maintenance,
repair and replacement obligations as described in Paragraph 8 above with
respect to the Convention Center Project and the Resort LLC, its successors,
assigns and transferees shall meet the standards with respect to such
maintenance, repair and replacement as are described in Paragraph 8 above.

         If at any time as a result of a foreclosure of any mortgage on the
Resort Project or acceptance by any lender of a deed-in-lieu of foreclosure of
the Resort Project, the owner of the Resort Project no longer leases and/or
operates the Convention Center Project, then the lessee or operator of the
Convention Center Project, including the Resort Lender if it has exercised its
rights with respect to the Convention Center Operating Lease, its successors,
assigns and transferees or any other lender, its successors and assigns, shall
become liable for the performance of all maintenance, repair and replacements
obligations as described in Paragraph 8 above with respect to the Convention
Center Project and said lessee or operator of the Convention Center Project,
including without limitation the Resort Lender, its successors, assigns and
transferees, or any other lender, its successors and assigns, shall meet the
standards with respect to such maintenance, repair and replacement as are
described in Paragraph 8 above.

         The provisions of this Paragraph 42(b) will be included in the
Convention Center Operating Lease.

                  (c) Neither the Resort Lender nor the transferee of the Resort
Lender other than Developer, Resort LLC, Condominium LLC or any of their
Affiliates following a judicial foreclosure of the Resort Lender's mortgage or
acceptance by the Resort Lender of a formal

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<PAGE>

deed-in-lieu of foreclosure of the Resort Lender's mortgage, will be personally
liable for any of the obligations of the Resort LLC under the Reimbursement
Agreement. Neither the Resort Lender nor the transferee of the Resort Lender
other than Developer, Resort LLC, Condominium LLC or any of their Affiliates
following a judicial foreclosure of the Resort Lender's mortgage or acceptance
by the Resort Lender of a formal deed-in-lieu of foreclosure of the Resort
Lender's mortgage, will be personally liable for any of the obligations of the
Resort LLC under the Convention Center Operating Lease, unless the Resort Lender
exercises its rights with respect to the Convention Center Operating Lease, in
which event, the Resort Lender and its transferees shall be required to assume
all liabilities and obligations of the Resort LLC under the Convention Center
Operating Lease. Neither the Resort Lender nor the transferee of the Resort
Lender other than Developer, Resort LLC, Condominium LLC or any of their
Affiliates following a judicial foreclosure of the Resort Lender's mortgage or
acceptance by the Resort Lender of a formal deed-in-lieu of foreclosure of the
Resort Lender's mortgage, will be personally liable for any of the obligations
of the Resort LLC with respect to the Condominium Project, unless the Resort
Lender assumes management of the Condominium Project. Conversely, neither the
foreclosure by the Resort Lender nor the acceptance by the Resort Lender of a
deed-in-lieu of foreclosure shall release the Resort Lender or any transferee of
the Resort Lender from any of their obligations under the Restrictive Covenants
and Easement Agreement, it being understood that the Resort Lender and its
transferee shall be bound by all of the terms, provisions and obligations
contained in the Restrictive Covenants and Easement Agreement to the same extent
and in the same manner as they would have been had they been a party to such
agreement in the first instance except as follows: (i) if the Resort Lender does
not assume the Convention Center Operating Lease, then neither the Resort Lender
nor its transferee shall be liable for the performance of any of the covenants
or agreements contained in the Restrictive Covenants and Easement Agreement
related solely to the Convention Center Operating Lease, including without
limitation, the covenant to pay the Room Tax Shortfall; and (ii) neither the
Resort Lender nor its transferee shall be liable for the performance of any of
the covenants or agreements contained in the Restrictive Covenants and Easement
Agreement related solely to the Reimbursement Agreement, including without
limitation, the covenant to pay the Real Estate and Personal Property Tax
Shortfall; and (iii) the Resort Lender shall not be obligated to complete the
construction of the Convention Center Project; and (iv) if the Resort Lender or
its transferee do not assume management of the Condominium Project, then neither
the Resort Lender nor its transferee shall be liable for the performance of any
of the covenants or agreements contained in this Agreement or the Restrictive
Covenants and Easement Agreement related to the Condominium Project. In
addition, neither the foreclosure by the Resort Lender nor the acceptance by the
Resort Lender of a deed-in-lieu of foreclosure shall release the Resort Lender
or its transferee from any of the terms, covenants, conditions or obligations
contained in this Paragraph 42 which are specifically applicable to the Resort
Lender or its transferee.

         It is understood that neither the foreclosure by the Resort Lender nor
the acceptance by the Resort Lender of a deed-in-lieu of foreclosure shall
release any successors, assigns or transferees of the Resort Lender's transferee
from any of their obligations under this Agreement or the Restrictive Covenants
and Easement Agreement, it being understood that the successors, assigns and
transferees of the Resort Lender's transferee shall be bound by all of the
terms, provisions and obligations contained in this Agreement and the
Restrictive Covenants and Easement Agreement to the same extent and in the same
manner as they would have been had they been parties to such agreement in the
first instance except as follows: (i) if the Resort

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<PAGE>

Lender does not assume the Convention Center Operating Lease, then the
successors, assigns and transferees of the Resort Lender's transferee (other
than the Resort LLC or the Condominium LLC or the Developer or any of their
Affiliates) shall not be liable for the performance of any of the covenants or
agreements contained in this Agreement or the Restrictive Covenants and Easement
Agreement related solely to the Convention Center Operating Lease, including
without limitation, the covenant to pay the Room Tax Shortfall; and (ii) the
successors, assigns and transferees of the Resort Lender's transferee (other
than Resort LLC or Condominium LLC or Developer or any of their Affiliates)
shall not be liable for the performance of any of the covenants or agreements
contained in this Agreement or the Restrictive Covenants and Easement Agreement
related solely to the Reimbursement Agreement, including without limitation, the
covenant to pay the Real Estate and Personal Property Tax Shortfall; and (iii)
if the Resort Lender or its transferee does not assume management of the
Condominium Project, then the successors and assigns and transferees of the
Resort Lender shall not be liable for the performance of any of the covenants or
agreements contained in this Agreement or the Restrictive Covenants and Easement
Agreement related to the Condominium Project.

                  (d) Foreclosure by the Resort Lender or any other lender of
its mortgage on the Resort Project or acceptance by the Resort Lender or any
other lender of a deed-in-lieu of foreclosure shall not release the Resort LLC,
its successors or assigns or transferees from their obligations under the
Reimbursement Agreement, it being understood by the parties that the Resort LLC,
its successors, assigns and transferees shall remain liable for the payment of
the Real Estate and Personal Property Tax Shortfall each year during the term of
the Reimbursement Agreement. Unless released by the City in writing, foreclosure
by the Resort Lender or any other lender of its mortgage on the Resort Project
or acceptance by the Resort Lender or any other lender of a deed-in-lieu of
foreclosure shall not release the Resort LLC, its successors or assigns or
transferees from the Lease Obligations, it being understood by the parties that
the Resort LLC, its successors, assigns and transferees shall remain liable
under the terms of the Convention Center Operating Lease for the payment of the
Room Tax Shortfall each year during the term of the Convention Center Operating
Lease.

                  (e) Nothing in this Paragraph 42 shall be construed so as to
require the Authority to any time execute a deed-in-lieu of foreclosure of the
Resort Site, it being understood that the Authority is not by the Resort
Lender's mortgage or any other mortgage or subordination agreement bound to do
so. Nothing in this Paragraph 42 shall be construed so as to relieve the owner
of the Resort Project, including without limitation the Resort Lender, its
successors, assigns and transferees, from paying property taxes assessed and/or
levied in connection with the Resort Project and room taxes due and payable in
connection with the Resort Project.

                  (f) In the event of a transfer of the Resort Project to the
Resort Lender by Sheriff's Deed in a judicial foreclosure of the Resort Lender's
mortgage or by a formal deed-in-lieu of foreclosure of the Resort Lender's
mortgage, the Resort Lender shall have the right to terminate the Developer's
right to manage the Resort Project and/or the Resort LLC's right to manage the
Convention Center Project. In such event, the Resort Lender and the City shall
choose a new manager for the Resort Project and a new manager for the Convention
Center Project, which manager must be reasonably acceptable to both the Resort
Lender and the City.

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<PAGE>

                  (g) In the event of a transfer of the Resort Project and/or
the Resort Site to the Resort Lender by Sheriff's Deed in a judicial foreclosure
of the Resort Lender's mortgage or by a formal deed-in-lieu of foreclosure of
the Resort Lender's mortgage prior to completion of the Resort Project, then the
Resort Lender or its transferee shall decide on or before three months following
the date of transfer of the Resort Project and/or the Resort Site to Resort
Lender whether it intends to complete the Resort Project and shall so notify the
City in writing of its election. If the Resort Lender or its transferee elects
to complete or cause the completion of the Resort Project, then the Resort
Lender or its transferee shall recommence construction of the Resort Project
before the expiration of 12 months from the date of transfer of the Resort
Project and/or the Resort Site to the Resort Lender. The Resort Lender or its
transferee shall diligently proceed with the construction of the Resort Project
and complete construction of the Resort Project in accordance with the Plans and
otherwise in accordance with the terms and conditions of this Agreement. If the
Resort Lender owns the Resort Project and does not complete or cause the
completion of the Resort Project or if the Resort Lender does not recommence
construction of the Resort Project within 12 months from the date of transfer of
the Resort Project and/or the Resort Site to the Resort Lender or if the Resort
Lender or its transferee do not notify the City in writing of its election
within three months of the transfer of the Resort Project and/or the Resort Site
to the Resort Lender, then the City, at its option, shall have the right to
purchase the Resort Site and the Resort Project from the Resort Lender for a
cash amount equal to the foreclosed amount (principal, interest and costs of
collection) of the Resort Lender's loan, plus interest accrued and costs of
collection incurred and unpaid to the date of the purchase and all out-of-pocket
expenses of the Resort Lender incurred to the purchase date with respect to the
ownership of the Resort Project. If the transferee of the Resort Lender owns the
Resort Project and does not complete or cause the completion of the Resort
Project or if the transferee of the Resort Lender does not recommence
construction of the Resort Project within 12 months from the date of transfer of
the Resort Project and/or the Resort Site to the Resort Lender or if the Resort
Lender or its transferee, as the case may be, do not notify the City in writing
of its election within three months of the transfer of the Resort Project and/or
the Resort Site to the Resort Lender, then the City, at its option, shall have
the right to purchase the Resort Site and the Resort Project from the transferee
to the Resort Lender for an amount equal to the amount paid to the Resort Lender
for the Resort Project and/or the Resort Site by the transferee of the Resort
Lender. If the City elects to purchase the Resort Site and the Resort Project,
the Resort Lender and/or its transferee, as the case may be, shall execute a
limited warranty deed, transfer return and any other documents (on a
non-recourse basis) as may be reasonably required by the City in order to effect
the transfer to the City of the Resort Project and the Resort Site. The City
shall pay all recording fees and transfer fees and any other costs and expenses
as may be incurred in connection with the transfer of the Resort Project and the
Resort Site to the City. If the City elects to purchase the Resort Site and the
Resort Project pursuant to this subparagraph 42(g), the City shall give written
notice of its election to purchase within 30 days following the event giving
rise to the City's right to purchase as described in this subparagraph 42(g) and
the City shall close the purchase of the Resort Site and the Resort Project on
or before six months following the date of its notice. The City's notice shall
be given to the Resort Lender or its transferee, as the case may be; provided,
however, if the City is not notified of the name and address of the transferee
following the transfer of the Resort Site and the Resort Project to the
transferee, then the City's notice shall be given to the Resort Lender on behalf
of the transferee. If not so purchased by said date, all rights of the City to
purchase the Resort Project under this subparagraph (g) shall terminate and at
the

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request of the Resort Lender or its transferee, the City shall deliver a quit
claim deed, quit claiming such rights.

                  (h) If the Resort Lender does not exercise its rights with
respect to the Convention Center Operating Lease, then the Resort Lender and the
first transferee from the Resort Lender shall be able to continue their use of
the parking lot located on the Convention Center Site on the terms and
conditions set forth in the Restrictive Covenants and Easement Agreement;
provided, however, the Resort Lender and its first transferee and the City shall
share equally the cost of maintenance, repair and replacement of the parking lot
located on the Convention Center Site.

                  (i) The City shall have a right of first refusal to purchase
the Resort Site and the Resort Project as described in this subparagraph 42(i)
for a period of six months following the date the Resort Lender or its
transferee acquires title to the Resort Project on the terms and conditions set
forth in this subparagraph 42(i). If the Resort Lender receives an offer to
purchase the Resort Site and the Resort Project following receipt by the Resort
Lender of a Sheriff's deed of foreclosure or acceptance by the Resort Lender of
a deed in lieu of foreclosure, which offer to purchase the Resort Lender is
willing to accept, Resort Lender shall give notice in writing to the City of
such offer. The notice shall contain a copy of said offer. The City shall have
30 days following receipt of Resort Lender's notice to exercise its right of
first refusal by notice in writing to the Resort Lender. If the City does not
timely exercise its right of first refusal, then the Resort Lender shall have
the right to sell the Resort Project and the Resort Site to the prospective
buyer on substantially the same terms and conditions as are contained in the
offer. If for any reason, prior to the closing of the transaction which is the
subject of the offer, the purchase price contained in the offer reviewed by the
City is reduced by more than 20%, then the Resort Lender shall so notify the
City in writing and the City shall again have a right of first refusal to
purchase the Resort Site and the Resort Project. If the City exercises its right
of first refusal, then the City shall close the purchase of the Resort Project
and the Resort Site on or before six months following the date of exercise by
the City of its right of first refusal on the terms and conditions contained in
the offer. The provisions of this Paragraph 42(i) shall be contained in the
Intercreditor Agreement.

         43. CONDOMINIUM LENDER FORECLOSURE. In the event of a foreclosure by
the Condominium Lender or acceptance by the Condominium Lender of a deed-in-lieu
of foreclosure, the following provisions will apply, notwithstanding anything to
the contrary contained in this Agreement:

                  (a) The restrictions on transfer in Paragraph 14 (n) of this
Agreement shall not apply to (i) the transfer of the Condominium Project to the
Condominium Lender by Sheriff's Deed in a judicial foreclosure of the
Condominium Lender's mortgage or by a formal deed-in-lieu of foreclosure of the
Condominium Lender's mortgage, or (ii) the first transfer of the Condominium
Project by the Condominium Lender following the Condominium Lender's acquisition
of title to the Condominium Project by the above-mentioned Sheriff's Deed or
deed-in-lieu of foreclosure. Any and all subsequent attempts to transfer the
Condominium Project by the Condominium Lender's first transferee, its successors
and assigns and transferees, shall again be subject to the provisions of
Paragraph 14 (n) of this Agreement.

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                  (b) Neither the foreclosure by the Condominium Lender of its
mortgage nor the acceptance by the Condominium Lender of a deed-in-lieu of
foreclosure shall release the Condominium Lender or its transferee, or their
successors or assigns or transferees from any of their obligations under this
Agreement or the Restrictive Covenants and Easement Agreement, it being
understood that the Condominium Lender and the transferee of the Condominium
Lender and their successors, assigns and transferees shall be bound by all of
the terms, provisions and obligations contained in this Agreement and the
Restrictive Covenants and Easement Agreement to the same extent and in the same
manner as they would have been had they been parties to such agreements in the
first instance.

                  (c) Foreclosure by the Condominium Lender or any other lender
of its mortgage on the Condominium Project or acceptance by the Condominium
Lender or any other lender of a deed in lieu of foreclosure shall not release
the Resort LLC, its successors or assigns or transferees from their obligations
under the Reimbursement Agreement or with respect to the Lease Obligations, it
being understood by the parties that the Resort LLC, its successors, assigns and
transferees shall remain liable for the payment of the Real Estate and Personal
Property Tax Shortfall each year during the term of the Reimbursement Agreement
and for the payment of the Room Tax Shortfall each year during the term of the
Convention Center Operating Lease.

                  (d) Nothing in this Paragraph 43 shall be construed so as to
require the Authority to any time execute a deed-in-lieu of foreclosure of the
Condominium Site, it being understood that the Authority is not by the
Condominium Lender's mortgage or any other mortgage or subordination agreement
bound to do so. Nothing in this Paragraph 43 shall be construed so as to relieve
the owner of the Condominium Project and any individual condominium unit owner,
including without limitation, the Condominium Lender, its successors, assigns
and transferees, from paying property taxes assessed and/or levied in connection
with the Condominium Project and room taxes due and payable in connection with
the Condominium Project and City Condominium Payments due in connection with the
Condominium Project.

                  (e) In the event of a transfer of the Condominium Project to
the Condominium Lender by Sheriff's Deed in a judicial foreclosure of the
Condominium Lender's mortgage or by a formal deed-in-lieu of foreclosure of the
Condominium Lender's mortgage, the Condominium Lender shall have the right to
terminate the Developer's and/or Resort LLC's rights to manage the Condominium
Project. In such event, the Condominium Lender and the City shall choose a new
manager for the Condominium Project, which manager must be reasonably acceptable
to both the Condominium Lender and the City.

         44. CITY CONVENTION CENTER FUNDS. As stated above, the parties hereto
acknowledge that the Public Improvements, the convention center and its
amenities, including the parking areas, although owned by the Authority and the
City, substantially benefit and enhance the Resort Project. The Developer and
the Resort LLC have informed the City that the Convention Center Project is
necessary for the success of the Resort Project and as a result, it is necessary
that the Convention Center Project be built and that the Resort LLC operate and
manage and lease the Convention Center Project. The Developer and the Resort LLC
have also informed the City that they are unable to finance completely the
Convention Center Project. As a result, the Developer and the Resort LLC have
asked the City to finance the construction, furnishing and equipping of the
Convention Center Project. The City has agreed to finance the

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Convention Center Project and in that regard, the City will disburse the City
Convention Center Funds in an amount not to exceed $8,200,000.00 in connection
with the construction, furnishing, equipping and installation of the Convention
Center Project on the following terms and conditions:

         The City will disburse a portion of the City Convention Center Funds
from time to time to the Title Company to be disbursed by the Title Company in
accordance with draw requests submitted by the Construction Manager and approved
by the City and its construction consultant, if any. The Title Company shall
establish an escrow account for the periodic disbursement of the City Convention
Center Funds separate and apart from the construction account established for
the disbursement of funds for construction of the Resort Project. The City
Convention Center Funds shall be disbursed as construction, furnishing and
equipping of the Convention Center Project progresses. All of the funds required
for construction, furnishing and equipping of the Convention Center Project
shall be disbursed through the Title Company. The parties agree that no portion
of the City Convention Center Funds shall be disbursed by the City until the
Resort LLC has previously contributed the full amount of its equity in cash, if
any is required, to the Convention Center Project and the cash equity has been
disbursed in connection with the Convention Center Project. No part of the City
Convention Center Funds will be disbursed until the conditions set forth in
Paragraph 48 have been met or satisfied. The equity contribution of the Resort
LLC shall equal the difference between (a) the total aggregate cost of the
Convention Center Project as shown in the greater of (i) the Convention Center
Cost Breakdown or (ii) the guaranteed maximum price construction management
agreement for the Convention Center Project and the Convention Center Cost
Evidence, as modified from time to time, minus (b) the proceeds of the City
Convention Center Funds in the amount of $8,200,000.00. The City will not
disburse any of its City Convention Center Funds prior to disbursement of the
full amount of the equity contribution of the Resort LLC to the Convention
Center Project.

         The City Convention Center Funds shall be disbursed pursuant to the
terms and conditions of a disbursement agreement similar in content to the type
of disbursement agreement that is required by conventional lenders in connection
with construction loans. The parties to the agreement shall be the Developer,
the Resort LLC, the City, the Construction Manager and the Title Company. The
disbursement agreement must be reasonably acceptable in all respects to the City
and must contain, among other things, provisions preventing the filing of
materialmen's liens and/or contractor's liens against the Convention Center
Project, requiring the approval of draw requests by the City, requiring draw
requests to be accompanied by AIA certificates reasonably acceptable to the City
from the architect and Construction Manager, requiring the proceeds of the City
Convention Center Funds disbursed from time to time to be held in the Title
Company's trust account, and requiring the Resort LLC to at all times keep the
City Convention Center Funds in-balance (i.e. the undisbursed City Convention
Center Funds shall at all times be sufficient to pay for all costs and expenses
incurred or expected to be incurred in connection with completion of the
development, construction, furnishing and equipping of the Convention Center
Project and if they are not, the Resort LLC shall be liable for making up any
shortfall before any additional City Convention Center Funds are advanced). The
disbursement agreement will state that in the event of a casualty, the City will
continue to disburse the City Convention Center Funds only if insurance proceeds
are disbursed prior to disbursement of the balance, if any, of the City
Convention Center Funds, if the City Convention Center Funds continue to be
in-

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balance, and if the Resort LLC constructs the Convention Center Project in
accordance with the Plans.

         In the event the City elects to refinance or finance the City
Convention Center Funds, the Developer and the Resort LLC agree to cooperate
reasonably in such refinancing and/or financing as long as the Guaranteed Room
Tax Payment does not increase and as long as the amount due from the Resort LLC
on the Guaranteed Room Tax Payment does not increase and as long as the
refinancing does not result in a material impairment of the rights of the
Condominium LLC or the Resort LLC or a material increase in the obligations of
the Resort LLC or the Condominium LLC.

         The City at reasonable times shall have the right to inspect the
Convention Center Project or to have a consultant inspect the Convention Center
Project to determine, among other things, the progress of construction, whether
the work to be paid for from any draw request has been performed, and whether
the undisbursed City Convention Center Funds are sufficient to complete, furnish
and equip the Convention Center Project.

         If the cost of development, construction, furnishing and equipping of
the Convention Center Project exceeds $8,200,000.00, Resort LLC and/or Developer
shall be liable for the payment of the additional costs or costs overruns;
provided, however, if the cost of development, construction, furnishing and
equipping of the Convention Center Project exceeds $8,200,000.00 because of
changes to the Convention Center Project requested by the City (other than
changes requested by the City as part of its approval of the planned unit
development or its approval of the Plans for the Convention Center Project or in
connection with the issuance of any building permits or other similar permits),
then the City shall pay any costs in excess of $8,200,000.00 resulting solely
from the changes requested by the City. The fact that the cost of development,
construction, furnishing and equipping of the Convention Center Project exceeds
$8,200,000.00 shall not release the Resort LLC from its liabilities and
obligations under this Agreement with respect to the Convention Center Project,
including without limitation, its obligation to construct, equip and furnish the
Convention Center Project in a good and workmanlike manner and in accordance
with the Plans.

         Resort LLC may prepay the City Convention Center Funds in whole or in
part, at any time and from time to time. Any prepayment of the City Convention
Center Funds shall be applied to installments of the Lease Obligations due in
the reverse order of maturity. Resort LLC shall not be entitled to any credit
for anticipated room tax payments or City Condominium Payments with respect to
any installment so prepaid. Except with respect to those installments of Lease
Obligations which were prepaid, any prepayment of the City Convention Center
Funds shall not release the Resort LLC or the then owner of the Resort Project
or any other person or entity liable for the payment of the Lease Obligations
from its obligations under the Convention Center Operating Lease (or the
Reimbursement Agreement if the Lease Obligations are due to the City pursuant to
the Reimbursement Agreement), including without limitation, its obligation to
pay the Room Tax Shortfall each year during the term of the Convention Center
Operating Lease (or the Reimbursement Agreement if the Lease Obligations are due
to the City pursuant to the Reimbursement Agreement). If the room tax payments
and/or the City Condominium Payments due and payable and/or paid in any year
exceed the Guaranteed Room Tax Payment

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for such year, such excess shall not be deemed a prepayment of the City
Convention Center Funds or the Guaranteed Room Tax Payment.

         45. SUPPLEMENTAL DEBT/EQUITY/FUTURE REFINANCINGS. Prior to the Resort
Closing, the Resort LLC may sell preferred equity interests in Resort LLC in an
amount not to exceed $2,400,000.00, the proceeds of which will be used in
connection with the construction of the Resort Project. The City consents to
said preferred equity interests or indebtedness as long as the equity interests
and/or indebtedness are not secured by the membership interest of The Great
Lakes Companies, Inc. in Resort LLC or any of the assets of Resort LLC,
including without limitation, the Resort Project. Prior to the Resort Closing,
if requested by the City, the Resort LLC shall make all documents to be executed
in connection with the preferred equity interests or indebtedness available for
review by the City, which documents must be reasonably acceptable to the City
and which documents must contain terms and conditions consistent with this
Agreement. For the purposes of Paragraph 9 above, this $2,400,000.00 shall be
considered to be a portion of the equity contribution of Resort LLC.

         If more than one loan is required in connection with a refinancing from
time to time of the Resort Lender's loan or in connection with the financing of
a sale of the Resort Project, then Resort LLC or the subsequent owner of the
Resort Project, as the case may be, in addition to any other requirements set
forth in this Agreement, shall obtain the consent of the City to the multiple
loans, which consent the City will not unreasonably withhold. In addition to any
other requirements as may be set forth in this Agreement, the City's consent
will also be conditioned, among other things, on the City's not being materially
prejudiced by the multiple loans and on the reasonable approval by the City of
the documents governing the loans and on the agreement among the lenders that
any lender's right to operate the Convention Center Project pursuant to the
Convention Center Operating Lease is contingent upon said lender's becoming the
owner of the Resort Project. The terms and conditions of each loan,
individually, and all loans taken in the aggregate, must be consistent with the
terms and conditions of this Agreement.

         46. CITY/AUTHORITY OBLIGATIONS CONCERNING ENVIRONMENTAL ISSUES. The
City and the Authority agree as follows:

                  (a) The City and/or the Authority shall perform all response
actions reasonably necessary to obtain a Certificate of Completion from the
Wisconsin Department of Natural Resources pursuant to the Voluntary Party
Liability Exemption program for the Convention Center Site, Resort Site and
Condominium Site. Neither the Resort LLC nor the Developer nor the Condominium
LLC shall be required to perform any response actions except to the extent that
the construction by the Resort LLC, Condominium LLC and/or Developer on the
Resort Site and Convention Center Site and Condominium Site are a part of such
response actions and/or except to the extent that the obligations of the Resort
LLC, the Condominium LLC and/or the Convention Center Project under this
Agreement are a part of such response actions.

                  (b) On or before the Resort and Convention Center Funding
Date, the City shall, at its sole cost and expense, abandon those monitoring
wells (including but not limited to groundwater monitoring wells) located within
the footprint of any building to be located on the Resort Site or the Convention
Center Site, and identified by Developer as being located in an

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area which requires excavation in connection with construction of the Resort
Project and/or the Convention Center Project. The abandonment shall be performed
in accordance with all applicable laws, regulations and ordinances. In the event
it is necessary to install replacement monitoring wells on either the Resort
Site or the Convention Center Site to comply with the requirements of the
Remedial Action Plan, the City shall negotiate in good faith with the Developer
to reach agreement on acceptable location(s) for any such replacement wells.
Further, any and all such replacement wells shall, at the City's sole cost and
expense, be located, installed, inspected, maintained and repaired in the manner
required by the Wisconsin Department of Natural Resources. The City's
obligations under this Paragraph 46(b) are contingent upon receipt by the City
of the approval of the Wisconsin Department of Natural Resources to the removal
of the monitoring wells.

         On or before the Resort and Convention Center Funding Date, the City
shall, at its sole cost and expense, cut off all other monitoring wells on the
Resort Site and the Convention Center Site at the existing grade of the Resort
Site and the Convention Center Site and place a steel cap on said monitoring
wells. Following completion of construction of the Resort Project, the
monitoring wells on the Resort Site will be re-opened and brought up to grade.
Following completion of construction of the Convention Center Project, the
monitoring wells on the Convention Center Site will be re-opened and brought up
to grade.

                  (c) On or before commencement of each Phase of the Condominium
Project, the City shall, at its sole cost and expense, abandon those monitoring
wells (including but not limited to groundwater monitoring wells) located within
the footprint of any building to be located on such Phase, and identified by
Developer as being located in an area which requires excavation in connection
with construction of the Condominium Project on such Phase. The abandonment
shall be performed in accordance with all applicable laws, regulations and
ordinances. In the event it is necessary to install replacement monitoring wells
on the Condominium Site to comply with the requirements of the Remedial Action
Plan, the City shall negotiate in good faith with the Developer to reach
agreement on acceptable location(s) for any such replacement wells. Further, any
and all such replacement wells shall, at the City's sole cost and expense, be
located, installed, inspected, maintained and repaired in the manner required by
the Wisconsin Department of Natural Resources. The City's obligations under this
Paragraph 46(c) are contingent upon receipt by the City of the approval of the
Wisconsin Department of Natural Resources to the removal of the monitoring
wells.

         On or before the commencement of construction on each Phase of the
Condominium Project, the City shall, at its sole cost and expense, cut off all
other monitoring wells located on such Phase at the existing grade of such Phase
and place a steel cap on said monitoring wells. Following completion of
construction of each Phase of the Condominium Project, the monitoring wells on
such Phase will be re-opened and brought up to grade.

                  (d) The City, at its cost and expense, shall remove the
underground piping located on the Resort Site in the area to be excavated for
construction of the water park only. The removal of the underground piping shall
be performed in accordance with all applicable laws, regulations and ordinances.
The City, at its cost and expense, shall remove underground piping located
within the footprint of any building to be located on such the Resort Site or
the Convention Center Site and identified by Developer as being located in an
area which requires

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excavation in connection with construction of the Resort Project or the
Convention Center Project. On or before commencement of each Phase of the
Condominium Project, the City, at its cost and expense, shall remove underground
piping located within the footprint of any building to be located on such Phase,
and identified by Developer as being located in an area which required
excavation in connection with construction of the Condominium Project on such
Phase.

         47. NON-DISTURBANCE PROVISIONS. The City and the Authority agree that
an individual unit owner's undivided percentage interest in the common elements
of the Condominium Project and the individual unit owner's use, ownership, and
possession of its condominium unit will not be disturbed as a result of any
default by Condominium LLC or any other unit owner or Resort LLC or Developer or
any other person under the Condominium Ground Lease, this Agreement or the
Restrictive Covenants and Easement Agreement, as long as said individual unit
owner is not in default beyond any applicable notice and cure periods under the
Condominium Ground Lease or the Restrictive Covenants and Easement Agreement or
this Development Agreement, as the case may be.

         48. RESORT AND CONVENTION CENTER FUNDING. The City shall not be
required to make any disbursement of the City Loan or the City Convention Center
Funds unless and until all requirements and conditions set forth in this
Agreement shall have been met to the satisfaction of City. In addition, with
respect to the disbursement of the City Loan and the City Convention Center
Funds, the following additional conditions must be met:

                  (a) On or before the Resort and Convention Center Funding
Date, the Triggering Event (as that term is defined in the Intercreditor
Agreement) for the disbursement of the Resort Lender's loan which is the subject
of the financing commitment referred to in Paragraph 12(d) above, must have
occurred. Without limiting the foregoing, the Resort Lender's loan must be
funded on the terms and conditions set forth in the loan documents previously
approved by the City without any change or modification except as agreed to in
writing by the City, at the City's option and in its sole and absolute
discretion. In addition, the City agrees to commence disbursement of the City
Loan and the City Convention Center Funds and to continue disbursement of the
City Loan and the City Convention Center Funds as long as the terms and
conditions and requirements set forth in this Agreement and this Paragraph 48
are met and as long as the Resort Lender commences and continues disbursement of
the Resort Lender's loan.

                  (b) The Resort and Convention Center Funding Date must occur
on or before September 30, 2003.

                  (c) On or before August 31, 2003, Developer or the Condominium
LLC, at their cost, shall make the Condominium Cost Breakdown available to the
City. The Condominium Cost Breakdown shall be certified by Developer and
Condominium LLC and General Contractor as accurate and complete to the best of
their knowledge. The Condominium Cost Breakdown shall show that the hard costs
of constructing and furnishing and equipping of the Condominium Project are not
less than $10,000,000.00.

                  (d) On or before August 31, 2003, the Developer or Resort LLC,
at their cost, shall make available to the City, a pro-forma operating statement
for the Condominium Project. The pro-forma operating statement shall show a
state of facts reasonably acceptable to the City.

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                  (e) On or before August 31, 2003, the Developer or the Resort
LLC, at their cost, shall have provided the City with a completion and draw
schedule for the Resort Project and the Convention Center Project. On or before
August 31, 2003, the City shall have reviewed and approved the completion and
draw schedule for the Resort Project and the Convention Center Project and the
Condominium Cost Breakdown.

                  (f) On or before September 30, 2003, at Developer's or
Condominium LLC's or Resort LLC's cost, each Phase of Condominium Site, the
Resort Site, and the Convention Center Site shall have been platted and divided
from the balance of the Authority Land in accordance with all applicable laws,
rules, regulations and ordinances such that each Phase of the Condominium Site,
the Resort Site and the Convention Center Site are each separate and distinct
parcels of real estate for all purposes, each of which will be assigned its own
tax key number.

                  (g) No Default, or event which with the giving of notice or
lapse of time or both would be a Default, shall exist under this Agreement, the
Resort Ground Lease, the Restrictive Covenants and Easement Agreement, the
Reimbursement Agreement, the Convention Center Operating Lease or the
Condominium Ground Lease (if the Condominium Ground Lease is in effect). The
Resort LLC and the Condominium LLC shall not be in default (beyond any
applicable period of grace) of any of their obligations under any other material
agreement or instrument to which the Resort LLC or the Condominium LLC is a
party or an obligor. The Developer shall not be in default (beyond any
applicable notice and cure periods) of any of its obligations under any
agreement or instrument related to the Resort Project or the Convention Center
Project or the Condominium Project.

                  (h) All of the conditions set forth in Paragraph 12 hereof
shall have been met or satisfied.

                  (i) On or before August 31, 2003, the Developer or Resort LLC,
at its cost, shall have obtained final approval of the planned unit development
of which the Resort Project and the Convention Center Project and the
Condominium Project are a part.

                  (j) On or before August 15, 2003, Developer or Resort LLC, as
a project cost, shall provide the Plans for the Convention Center Project to the
City, which Plans must be acceptable in all respects to the City, in its
reasonable discretion. On or before August 15, 2003, Developer or Resort LLC, as
a project cost, shall make the Plans for the Resort Project and the Condominium
Project available to the City for review, which Plans must be acceptable in all
respects to the City, in its reasonable discretion.

         All submissions given to the City to satisfy the conditions contained
in this Paragraph 48 must be satisfactory in form and content to the City, in
its reasonable discretion, unless otherwise specifically stated.

         If the Resort and Convention Center Funding Date does not occur on or
before September 30, 2003, it shall be a Default under this Agreement, entitling
the City and/or the Authority to exercise all of their rights and remedies set
forth herein.

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         The City, at its option and in its sole discretion, may make
disbursements of the City Loan and/or the City Convention Center Funds prior to
the fulfillment of the above conditions, without waiving its right to require
such fulfillment before further disbursements are made.

         49. CONDOMINIUM OPT-OUT. Subject to the payment of the fee described
below, any individual condominium unit owner may elect not to have his/her/its
condominium unit included in the pool of condominiums which are otherwise
required to be made available for rental as hotel rooms by the general public
and reasonably available for use by persons attending the events booked into the
Convention Center Project (the "Rental Pool"), all as described in the rental
management agreement for the Condominium Project among the individual unit
owners, the condominium unit owners association and the Resort LLC and in the
condominium documents governing the Condominium Project. An election by an
individual condominium unit owner not to have his/her/its condominium unit
included in the Rental Pool shall not operate to release any individual
condominium unit or its owner from compliance with all terms and conditions of
this Development Agreement, the Condominium Ground Lease and the Restrictive
Covenants and Easement Agreement applicable to the Condominium Project and
his/her/its condominium unit, other than the restriction as to the number of
days in each calendar year said owner may occupy his/her/its condominium unit
and the requirement that his/her/its condominium unit be made available for
rental.

         Any individual condominium unit owner which elects not to have
his/her/its condominium unit in the Rental Pool shall be required to pay an
annual fee (referred to in this Agreement as the City Condominium Payments) on
or before October 1 of each year. The annual fee shall be paid in arrears and
shall be assessed for each 12-month period, commencing on each October 1 and
ending on the following September 30. The amount of the annual fee shall be
equal to the greater of (a) the room tax which was projected to be paid to and
received by the City for the type of condominium unit owned by the party opting
out of the Rental Pool as shown on Exhibit H attached hereto for the same
12-month period, or (b) the actual average amount of the room taxes paid to the
City during the same 12-month period for all of the same types of condominium
units in the Rental Pool. The Resort LLC and/or Developer shall collect all City
Condominium Payments and shall remit all City Condominium Payments to the City.
If for any reason, the Resort LLC and/or Developer no longer manage the
Condominium Project or are no longer parties to the rental management agreement
for the Condominium Project, then the City shall have the right to collect the
City Condominium Payments at the times and in the manner described herein. If
the City is collecting the City Condominium Payments and if any individual
condominium unit owner defaults in the payment of his/her/its City Condominium
Payments, then in addition to any other rights the City may have with respect to
a default under this Agreement by an individual condominium unit owner, the City
shall also have a lien against the defaulting party's condominium unit with
respect to any unpaid City Condominium Payments, with the priority of such lien
dating from the recording of a notice of such lien by the City.

         Resort LLC agrees that all City Condominium Payments shall be paid to
the City even if the aggregate of the room taxes from the Resort Project and the
Condominium Project and the City Condominium Payments exceed the Guaranteed Room
Tax Payment.

                                      104
<PAGE>

         The provisions of this Paragraph 49 shall be included in the
Restrictive Covenants and Easement Agreement and in the condominium declaration
and other condominium documents governing the Condominium Project.

                                      105
<PAGE>

                                                                    EXHIBIT 10.2

         IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.

                                           CITY OF SHEBOYGAN, WISCONSIN

                                           By:__________________________________
                                                    James Schramm, Mayor

                                           Attest:______________________________
                                                    Patricia Lohse, City Clerk

STATE OF WISCONSIN                  )
                                    )ss.
MILWAUKEE COUNTY                    )

         Personally appeared before me this 30th day of July, 2003, the
above-named James Schramm and Patricia Lohse, the Mayor and City Clerk,
respectively, of the City of Sheboygan, Wisconsin, to me known to be the persons
who executed the foregoing agreement on behalf of the City and by its authority.

                                      _______________________________________
                                      Name:  Barbara A. Juran
                                      Notary Public, State of Wisconsin
                                      My Commission expires October 3, 2004

<PAGE>

                                                                    EXHIBIT 10.2

                                      REDEVELOPMENT AUTHORITY OF THE CITY OF
                                      SHEBOYGAN, WISCONSIN

                                      By:_______________________________________
                                             Michael Leibham, Chairperson

                                      Attest:___________________________________
                                            Paulette Enders, Executive Director

STATE OF WISCONSIN                  )
                                    )ss.
MILWAUKEE COUNTY                    )

         Personally appeared before me this 30th day of July, 2003, the
above-named Michael Leibham and Paulette Enders, the Chairperson and Executive
Director, respectively, of the Redevelopment Authority of the City of Sheboygan,
Wisconsin, to me known to be the persons who executed the foregoing agreement on
behalf of said Redevelopment Authority and by its authority.

                                      __________________________________________
                                      Name:  Barbara A. Juran
                                      Notary Public, State of Wisconsin
                                      My Commission expires October 3, 2004.

<PAGE>

                                                                    EXHIBIT 10.2

                                      THE GREAT LAKES COMPANIES, INC.

                                      By:_______________________________________
                                            Marc B. Vaccaro, Co-Chairman

STATE OF WISCONSIN                  )
                                    )ss.
MILWAUKEE COUNTY                    )

         Personally appeared before me this 30th day of July, 2003, the
above-named Marc B. Vaccaro, the Co-Chairman of The Great Lakes Companies, Inc.,
to me known to be the person who executed the foregoing agreement on behalf of
said company and by its authority.

                                      __________________________________________
                                      Name:  Barbara A. Juran
                                      Notary Public, State of Wisconsin
                                      My Commission expires October 3, 2004.

<PAGE>

                                                                    EXHIBIT 10.2

                                BLUE HARBOR RESORT SHEBOYGAN, LLC, A
                                WISCONSIN LIMITED LIABILITY COMPANY

                                By: The Great Lakes Companies, Inc., its Sole
                                    Manager

                                    By:_________________________________________
                                            Marc B. Vaccaro, Co-Chairman

STATE OF WISCONSIN                  )
                                    )ss.
MILWAUKEE COUNTY                    )

         Personally appeared before me this 30th day of July, 2003, the
above-named Marc B. Vaccaro, the Co-Chairman of The Great Lakes Companies, Inc.,
Sole Manager of Blue Harbor Resort Sheboygan, LLC, to me known to be the person
who executed the foregoing agreement on behalf of said company and by its
authority.

                                      __________________________________________
                                      Name:  Barbara A. Juran
                                      Notary Public, State of Wisconsin
                                      My Commission expires October 3, 2004.

<PAGE>

                                                                    EXHIBIT 10.2

                                BLUE HARBOR RESORT CONDOMINIUM, LLC,
                                A WISCONSIN LIMITED LIABILITY COMPANY

                                By: The Great Lakes Companies, Inc., its Sole
                                    Manager

                                    By:_________________________________________
                                             Marc B. Vaccaro, Co-Chairman

STATE OF WISCONSIN                  )
                                    )ss.
MILWAUKEE COUNTY                    )

         Personally appeared before me this 30th day of July, 2003, the
above-named Marc B. Vaccaro, the Co-Chairman of The Great Lakes Companies, Inc.,
Sole Manager of Blue Harbor Resort Condominium Sheboygan, LLC, to me known to be
the person who executed the foregoing agreement on behalf of said company and by
its authority.

                                      __________________________________________
                                      Name:  Barbara A. Juran
                                      Notary Public, State of Wisconsin
                                      My Commission expires October 3, 2004.

This instrument was drafted by
and upon recording return to:

Ann K. Comer, Esq.
Quarles & Brady LLP
411 E. Wisconsin Avenue, Suite 2040
Milwaukee, WI  53202

<PAGE>

                                    EXHIBIT A
                                       TO
                              DEVELOPMENT AGREEMENT
                                (AUTHORITY LAND)

Parcel 1:

Lots One (1), Two (2), Three (3), Four (4), Five (5) and Six (6) of Block Two
Hundred Thirty-nine (239), of the Original Plat of the City of Sheboygan,
Wisconsin.

Also, that part of vacated South Seven Street between the South line of the
Sheboygan River and the North line of East Water Street, which lies adjacent to
Lot One (1), Block Two Hundred Thirty-nine (239), of the Original Plat of the
City of Sheboygan.

Tax Key Number: 300220

Parcel 2:

All of Lots Seven (7), Eight (8), Nine (9) and Ten (10), of Block Two Hundred
Thirty-nine (239) of the Original Plat of the City of Sheboygan, Wisconsin.

Tax Key Number: 300210

Parcel 3:

Lots Eleven (11) and Twelve (12), of Block Two Hundred Thirty-nine (239), of the
Original Plat of the City of Sheboygan, Wisconsin. Excepting that portion taken
by the City of Sheboygan for street purposes as described in an Award of
Damages, dated January 17, 1995, recorded in the Office of the Register of Deeds
for Sheboygan County, Wisconsin, in Volume 1378 of Records, at Pages 535/6, as
document #1420646, as follows: Commencing at the southwest corner of Block 239
and said Lot 12; thence N01 degrees 36'20" W along the east right-of-way line of
South 8th Street and the west line of Lot 12 a distance of 18.13 feet; thence
N88 degrees 35'44"E 48.31 feet to the northerly right-of-way line of Water
Street; thence along said right-of-way S67 degrees 59'49"W 51.54 feet to the
point of commencement.

Tax Key Number: 300200

Parcel 4:

Parts of Lots 3, 4, 5, and 6, all in Block 241 of the Original Plat of
Sheboygan, located in the City of Sheboygan, Sheboygan County, Wisconsin, and
being more particularly described as:

Commencing at the original SW corner of said Block 241; thence
N01 degrees-36'-20" W, along the east right-of-way line of S. 9th Street, 5.43
feet to the Point of Beginning of this description; thence continuing
N0l degrees-36-20" W, along said east right-of-way, 61.47 feet to the NW corner
of said Block 241, and the south right-of-way line of East Water Street; thence
S89-29'40" E, along the south right-or-way line of East Water Street, 213.19
feet to a point on the arc of a curve to the right, having its radius point
bearing northwesterly, 403.50 feet; thence southwesterly 89.06 feet

                                     A-111
<PAGE>


along the arc of said curve, the long chord of which bears S58 degrees 42'-49"
W, 88.88 feet to a point of compound curvature, the radius point of the
following curve bearing northwesterly, 118.50 feet; thence southwesterly 48.45
feet along the arc of said curve, the long chord of which bears S76
degrees-44'-58" W, 48.11 feet to the end of said curve; thence S88
degrees-27'-44" W, 38.71 feet to the Point of Beginning and the end of this
description.

Tax Key Number: 505730 and 505740

Parcel 5:

Part of Lots 1 and 2, and all of Lots 3, 4, 5, and 6, all in Block 242 of the
Original Plat of Sheboygan, located in the City of Sheboygan, Sheboygan County,
Wisconsin, and being more particularly described as:

Beginning at the SW corner of said Block 242; thence N01 degrees-36'-20" W,
along the east right-of-way line of S 9th Street, 210 feet, more or less, to the
southerly normal high water mark of the Sheboygan River, said point also being
the NW corner of said Block 242; thence southeasterly, along said normal high
water mark of the Sheboygan River, 349.39 feet to a point which is 18.00 feet
west of the east line of said Block 242; thence S01 degrees-36'-20" B, 46 feet,
more or less, to a point which is 18.00 feet west of the east line of said Block
242, and 108.18 feet north of the south line of said Block 242; thence
S89 degrees-29'-25" E, 10.26 feet to a point on the arc of a curve to the right,
having its radius point bearing northwesterly, 403.50 feet; thence southwesterly
122.21 feet along the arc of said curve, the long chord of which bears
S27 degrees-52'-49" W, 121.74 feet to the south line of said Block 242 and the
north right-of-way line of East Water Street; thence N89 degrees-29'40" W, along
said south line of Block 242, 293.31 feet to the Point of Beginning and the end
of this description.

Tax Key Number: 505750

Parcel 6:

All of Block 207, all of Block 208, all of Block 209, all of Block 235, all of
Block 236, all of Lots 1 through 10, Block 239, part of vacated East Water
Street, part of vacated Maryland Avenue, part of vacated New Jersey Avenue, part
of vacated S. 5th Street, part of vacated S. 6th Street, all in the Original
Plat of Sheboygan, and also part of Government Lot 6 of Section 23, and part of
unplatted lands located in the NE1/4 of Section 26, all in TI5N, R23E, City of
Sheboygan, Sheboygan County, Wisconsin, and being more particularly described
as:

Commencing at the SW corner of said Block 239; thence N0l degrees-36'-20" W,
along the east right-of-way line of S. 8th Street and the west line of said
Block 239, 18.13 feet to the Point of Beginning of this description; thence
continuing N0l degrees-36'-20" W, along the west line of said Block 239, 129
feet, more or less, to the normal high water mark of the Sheboygan River and the
NW corner of said Block 239; thence northeasterly, 3183 feet, more or less,
along the normal high water mark of the Sheboygan River; thence
S09 degrees-20'-55" E, 5 feet more or less, to a point which is
N50 degrees-57'-56" E, 2911.97 feet from said SW corner of Block 239; thence
S09 degrees-20'-55" E, 426.26 feet; thence S41 degrees-10'-33" W, 751.41 feet;
thence S3l degrees-08'20" W, 98.52 feet thence S34 degrees-37'-55" W, 329.79
feet; thence S43 degrees-3l'-12" W, 161.04 feet to the beginning of a curve to

                                      A112
<PAGE>

the right, having its radius point bearing northwesterly, 131.00 feet; thence
southwesterly, 75.01, feet along the arc of said curve, the long chord of which
bears S59 degrees-55'-25" W, 73.99 feet to the end of said curve; thence
S76 degrees-19'-38" W, 212.56 feet to the north right-of-way line of Illinois
Avenue, at a point which is N88 degrees-33'-11" E, 424.16 feet from a 2"
diameter iron pipe marking the SE corner of Block 236 of the Original Plat of
Sheboygan; thence S88 degrees-33'-11" W, along the north right-of-way line of
Illinois Avenue, 703.17 feet to the northwesterly right-of-way line of East
Water Street; thence S35 degrees-00'42" W, along said northwesterly right-of-way
line 30.07 feet; thence S49 degrees-25'48" W, along said northwesterly
right-of-way line, 130.94 feet; thence S67 degrees-59'-49" W, along said
northwesterly right-of-way line, 376.62 feet; thence S88 degrees-35'32" w, 48.31
feet to the Point of Beginning and the end of this description.

Tax Key Numbers: 300020, 300090 (Home Security Company), 300100, 321300, and
321310 (Home Security Company)

                                     A-113
<PAGE>

                                    EXHIBIT B
                                       TO
                              DEVELOPMENT AGREEMENT
                                  (RESORT SITE)

Lot 11

Being part of the southeast one quarter of section twenty three (23) and the
northeast one quarter of section twenty six (26) township fifteen (15) north,
range twenty three (23) east, city of Sheboygan, Sheboygan county, Wisconsin,
described as follows.

Commencing at the northwest corner of the northeast one quarter of section
twenty six (26) township fifteen (15) north range twenty three (23) east; thence
north zero degrees twenty minutes ten seconds west. (N 00 degrees 20'10"W) along
the west line of said southeast quarter of said section twenty three (23) five
hundred seventy eight and twenty three hundredths feet (578.23'); thence north
eighty nine degrees thirty nine minutes fifty seconds east (N 89 degrees
39'50"E) one thousand four hundred seventy three and nine hundredths feet
(1473.09'); thence south seven degrees forty minutes sixteen seconds east (S 07
degrees 40'16" E) two hundred fifty seven and thirty three hundredths feet
(257.33'); thence south forty two degrees fifty one minutes twelve seconds west
(S42 degrees 51'12"W) one hundred eighty six and forty one hundredths feet
(186.41') to the point of beginning; thence north forty seven degrees twenty
three minutes forty eight seconds west (N47 degrees 23'48"W) one hundred ninety
eight and sixty four hundredths feet (198.64'); thence south forty two degrees
thirty six minutes twelve seconds west (S42 degrees 36'12"W) one hundred ninety
six and twenty six hundredths feet (196.26'); thence north forty seven degrees
thirty five minutes five seconds west (N47 degrees 35'05"W) fifty and eighty
five hundredths feet (50.85') to the point of curve to the left having a radius
of seventy two and sixty seven hundredths feet (72.67') and a chord that bears
north seventy eight degrees fifty one minutes three seconds west (N78 degrees
51'03"W) seventy five arid forty three hundredths feet (75.43'); thence along
the arc of said curve seventy nine and thirty one hundredths feet (79.31') to
..the point of reverse curve having a radius of twenty three and thirty three
hundredths feet (23.33') and a chord that bears north seventy eight degrees
forty five minutes twenty four and five tenths seconds west (N78 degrees
45'24.5"W) twenty four and twenty eight hundredths feet (24.28'); thence a long
the arc of said curve twenty five and fifty four hundredths feet (25.54');
thence north forty seven degrees twenty three minutes forty eight seconds west
(N47 degrees 23'48"W) one hundred seventeen and twenty seven hundredths feet
(117.27') to the point of curve to the right having a radius of ninety and
thirty three hundredths feet (90.33') and a chord that bears north twenty nine
degrees thirty eight minutes fifty three and five tenths seconds west (N29
degrees 38'53.5"W) fifty five and seven hundredths feet (55.07'); thence along
the arc of said curve fifty five and ninety six hundredths feet (55.96'); thence
north eleven degrees fifty three minutes fifty nine seconds west (N11 degrees
53'59"W) thirty five and thirty two hundredths feet (35.32'); thence south
seventy eight degrees six minutes one second west (S 78 degrees 06'01" W) sixty
one and fifty five hundredths feet (61.55') to the point of curve to the left
having a radius of one hundred filly nine and sixty seven hundredths feet
(159.67'); and a chord that bears south thirty degrees zero minutes twenty two
and five tenths seconds east (S30 degrees 00'22.5"E) ninety five and forty four
hundredths feet (95.44'); thence along the arc of said curve ninety six and
ninety three hundredths feet (96.93'); thence

                                      B-1
<PAGE>

south forty seven degrees twenty three minutes forty eight seconds east (S47
degrees 23'48"E) one hundred forty three and thirteen hundredths feet (143.13')
to the point of curve to the right having a radius of twenty three and thirty
three hundredths feet (23.33') and a chord that bears south sixteen degrees two
minutes eleven and five tenths seconds east (S16 degrees 02'11.5"E) twenty four
and twenty eight hundredths feet (24.28'); thence along the arc of said curve
twenty five and fifty four hundredths feet (25.54') to the point of reverse
curve having a radius of seventy two and sixty seven hundredths feet (72.67')
and a chord that bears south sixteen degrees sixteen minutes fifty and five
tenths seconds east (S16 degrees 16'50.5"E) seventy six and seventeen hundredths
feet (76.17'); thence along the arc of said curve eighty and seventeen
hundredths feet (80.17'); thence south forty seven degrees filly three minutes
six seconds east (S47 degrees 53'06"E) forty nine and ninety nine hundredths
feet (49.99'); thence south forty two degrees thirty six minutes twelve seconds
west (S42 degrees 36'12"W) two hundred nine and forty three hundredths feet
(209.43'); thence north forty seven. degrees twenty three minutes forty eight
seconds west (N47 degrees 23'48"W) one hundred thirty one and sixteen hundredths
feet (131.16'); thence south forty two degrees thirty six minutes twelve seconds
west (S42 degrees 36'12"W) two hundred ten and sixteen hundredths feet
(210.16'); thence south forty seven degrees twenty three minutes forty eight
seconds east (S47 degrees 23'48"E) three hundred fifty four and ninety nine
hundredths feet (354.99'); thence north thirty six degrees eighteen minutes
thirty four seconds east (N36 degrees 18'34"E) ninety nine and forty five
hundredths feet (99.45'); thence north thirty two degrees forty eight minutes
fifty nine seconds east (N32 degrees 48'59"E) ninety eight and fifty two
hundredths feet (98.52'); thence north forty two degrees fifty one minutes
twelve seconds east (N42 degrees 51'12"E) five hundred sixty five feet (565.00')
to the point of beginning. Said tract contains two hundred six thousand eight
hundred forty eight square feet or four and seventy five hundredths acres.

[To be known as Lot 11 of Plat to be recorded.]

                                      B-2
<PAGE>

                                    EXHIBIT C
                                       TO
                              DEVELOPMENT AGREEMENT
                    (CONDOMINIUM SITE WITH PHASES DELINEATED)

Lot 12 of Condominium Area/Phase 1:

Being part of the northeast one quarter of section twenty six (26) township
fifteen (15) north, range twenty three (23) east, city of Sheboygan, Sheboygan
county, Wisconsin. Described as follows. Commencing at the northwest corner of
the northeast one quarter of said section twenty six (26); thence south eighty
nine degrees thirty seven minutes eighteen seconds east (S 89 degrees 37'18" E)
along the extension of the north line of the northwest one quarter of said
section twenty six (26) five hundred thirty six and sixty one hundredths feet
(536.61'); thence south zero degrees twenty two minutes forty two seconds west
(S 00 degrees 22'42" W) one hundred forty two an sixty two hundredths feet
(142.62') to the point of beginning; thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) eighty and filly
hundredths feet (80.50'); thence south forty two degrees thirty six minutes
twelve seconds west (S 42 degrees 36'12" W) one hundred fifty nine and ninety
eight hundredths feet (159.98'); thence north forty seven degrees twenty five
minutes forty four seconds west (N 47d degrees 25'44" W) eighty and fifty
hundredths feet (80.50'); thence north forty two degrees thirty six minutes
twelve seconds east (N 42 degrees 36'12" E) one hundred sixty and two hundredths
feet (160.02') to the point of beginning said tract contains twelve thousand
eight hundred eighty square feet (12,880).

Easement: Said tract to be subject to a private road easement along the
northeast fifty feet of the above described tract.

[To be known as Lot 12 of Plat to be recorded.]

                                      C-1
<PAGE>

Lot 13 of Condominium Area/Phase 2:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62') ; thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) eighty and fifty
hundredths feet (80.50') to the point of beginning; thence south forty two
degrees thirty six minutes twelve seconds west (S 42 degrees 36'12" W) one
hundred fifty nine and ninety eight hundredths feet (159.98'); thence south
forty seven degrees twenty five minutes forty four seconds east (S 47 degrees
25'44" E) seventy three feet (73.00'); thence north forty two degrees thirty six
minutes twelve seconds east (N 42 degrees 36'12" E) one hundred fifty nine and
ninety four hundredths feet (159.94'); thence north forty seven degrees twenty
three minutes forty eight seconds west (N 47 degrees 23'48" W) seventy three
feet (73.00') to the point of beginning; said tract contains eleven thousand six
hundred seventy four square feet (11,674).

Basement: Said tract to be subject to a private road easement along the
northeast fifty feet of the above described tract.

[To be known as Lot 13 of Plat to be recorded.]

                                      C-2
<PAGE>

Lot 14 of Condominium Area/Phase 3:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) one hundred fifty
three and fifty hundredths feet (153.50') to the point of beginning; thence
south forty two degrees thirty six minutes twelve seconds west (S 42 degrees
36'12" W) one hundred fifty nine and ninety four hundredths feet (159.94');
thence south forty seven degrees twenty five minutes forty four seconds east (S
47 degrees 25'44" E) seventy three feet (73.00'); thence north forty two degrees
thirty six minutes twelve seconds east (N 42 degrees 36'12" E) one hundred fifty
nine and ninety hundredths feet (159.90'); thence north forty seven degrees
twenty three minutes forty eight seconds west (N 47 degrees 23'48" W) seventy
three feet (73.00') to the point of beginning; said tract contains eleven
thousand six hundred seventy four square feet (11,674).

Easement: Said tract to be subject to a private road easement along the
northeast fifty feet of the above described tract.

[To be known as Lot 14 of Plat to be recorded.]

                                      C-3
<PAGE>


Lot 15 Condominium Area/Phase 4:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) two hundred
twenty six and fifty hundredths feet (226.50') to the point of beginning; thence
south forty two degrees thirty six minutes twelve seconds west (S 42 degrees
36'12" W) one hundred fifty nine and ninety hundredths feet (159.90'); thence
south forty seven degrees twenty five minutes forty four seconds east (S 47
degrees 25'44" E) ninety one and fifty hundredths feet (91.50'); thence north
forty two degrees thirty six minutes twelve seconds east (N 42 degrees 36'12" E)
one hundred fifty nine and eighty four hundredths feet (159.84'); thence north
forty seven degrees twenty three minutes forty eight seconds west (N 47 degrees
23'48" W) ninety one and fifty hundredths feet (91.50') to the point of
beginning; said tract contains fourteen thousand six hundred twenty eight square
feet. (14,628).

Easement: Said tract to be subject to a private road easement along the
southeast twenty feet and the northeast fifty feet of the above described tract.

[To be known as Lot 15 of Plat to be recorded.]

                                      C-4
<PAGE>

Lot 16 Condominium Area/Phase 5:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) three hundred
eighteen feet (318.00') to the point of beginning; thence south forty two
degrees thirty six minutes twelve seconds west (S 42 degrees 36'12" W) one
hundred fifty nine and eighty four feet (159.84'); thence south forty seven
degrees twenty five minutes forty four seconds east (S 47 degrees 25'44" E) one
hundred nineteen and eighty one hundredths feet (119.81'); thence north thirty
six degrees eighteen minutes thirty four seconds east (N 36 degrees 18'34" E)
one hundred sixty and seventy four hundredths feet (160.74'); thence north forty
seven degrees twenty three minutes forty eight seconds west (N 47 degrees 23'48"
W) one hundred two and nineteen hundredths feet (102.19') to the point of
beginning; said tract contains seventeen thousand seven hundred thirty nine
square feet .(17,739).

Easement: Said tract to be subject to a private road easement along the
northwest twenty feet of the above described tract.

[To be known as Lot 16 of Plat to be recorded.]

                                      C-5
<PAGE>

Lot 17 Condominium Area/Phase 6:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61); thence south zero degrees twenty two
minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two an
sixty two hundredths feet (142.62'); thence south forty two degrees thirty six
minutes twelve seconds west (S 42 degrees 36'12" W) one hundred sixty and two
hundredths feet (160.02); thence south forty seven degrees twenty five minutes
forty four seconds east (S 47 degrees 25'44" E) three hundred eighteen feet
(318.00') to the point of beginning; thence south forty two degrees thirty six
minutes twelve seconds west (S 42 degrees 36'12" W) ninety five and fifty three
hundredths feet (95.53'); thence south thirty nine degrees forty one minutes
twenty four seconds east (S 39 degrees 41'24" E) one hundred seventeen and
twenty five hundredths feet (117.25'); thence north forty five degrees eleven
minutes fifty one seconds east (N 45 degrees 11'51" E) one hundred two and
twenty five hundredths feet (102.25') thence north thirty six degrees eighteen
minutes thirty four seconds east (N 36 degrees 18'34" E) nine and twenty three
hundredths feet (9.23'); thence north forty seven degrees twenty five minutes
forty four seconds west (N 47 degrees 25'44" W) one hundred nineteen and eighty
one hundredths feet (119.81') to the point of beginning said tract contains
twelve thousand two hundred ninety one square feet (12,291).

Easement: Said tract to be subject to a private road easement along the
northwest twenty feet of the above described tract.

(To be known as Lot 17 of Plat to be recorded.]

                                      C-6
<PAGE>

Lot 18 Condominium Area/Phase 7:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty two degrees thirty
six minutes twelve seconds west (S 42 degrees 36'12" W) one hundred sixty and
two hundredths feet (160.02); thence south forty seven degrees twenty five
minutes forty four seconds east (S 47 degrees 25'44" E) two hundred twenty six
and fifty hundredths feet (226.50') to the point of beginning; thence south
forty two degrees thirty six minutes twelve seconds west (S 42 degrees 36'12" W)
one hundred twenty eight and ten hundredths feet (128.10'); thence south forty
seven degrees twenty three minutes forty eight seconds east (S 47 degrees 23'48"
E) eighty five and twenty six hundredths feet (85.26'); thence north fifty eight
degrees zero minutes nine seconds east (N 58 degrees 00'09" E) twenty three and
fifty two hundredths feet (23.52'); thence north forty two degrees thirty six
minutes twelve seconds east (N 42 degrees 36'12" E) one hundred five and forty
eight hundredths feet (105.48'); thence north forty seven degrees twenty five
minutes forty four seconds west (N 47 degrees 25'44"" W) ninety one and fifty
hundredths feet (91.50') to the point of beginning; said tract contains eleven
thousand six hundred fifty three square feet (11,653).

Easement: Said tract to be subject to a private road easement along the
southeast twenty feet and the southwest twenty feet of the above described
tract.

[To be known as Lot 18 of Plat to be recorded.]

                                      C-7
<PAGE>

Lot 19 Condominium Area/Phase 8:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty two degrees thirty
six minutes twelve seconds west (S 42 degrees 36'12" W) one hundred sixty and
two hundredths feet (160.02); thence south forty seven degrees twenty five
minutes forty four seconds east (S 47 degrees 25'44" E) one hundred fifty three
and fifty hundredths feet (153.50') to the point of beginning; thence south
forty two degrees thirty six minutes twelve seconds west (S 42 degrees 36'12" W)
one hundred twenty eight and six hundredths feet (128.06'); thence south forty
seven degrees twenty three minutes forty eight seconds east (S 47 degrees 23'48"
E) seventy three feet (73.00'); thence north forty two degrees thirty six
minutes twelve seconds east (N 42 degrees 36'12" E) one hundred twenty eight and
ten hundredths feet (128.10'); thence north forty seven degrees twenty five
minutes forty four seconds west (N 47 degrees 25'44" W) seventy three feet
(73.00') to the point of beginning; said tract contains nine thousand three
hundred fifty seven square feet (9,350).

Easement: Said tract to be subject to a private road easement along the
southwest twenty feet of the above described tract.

[To be known as Lot 19 of Plat to be recorded.]

                                      C-8
<PAGE>

Lot 20 Condominium Area/Phase 9:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty two degrees thirty
six minutes twelve seconds west (S 42 degrees 36'12" W) one hundred sixty and
two hundredths feet (160.02); thence south forty seven degrees twenty five
minutes forty four seconds east (S 47 degrees 25'44" E) eighty an fifty
hundredths feet (80.50') to the point of beginning; thence south forty two
degrees thirty six minutes twelve seconds west (S 42 degrees 36'12"W) one
hundred twenty eight and two hundredths feet (128.02'); thence south forty seven
degrees twenty three minutes forty eight seconds east (S 47 degrees 23'48" E)
seventy three feet (73.00'); thence north forty two degrees thirty six minutes
twelve seconds east (N 42 degrees 36'12" E) one hundred twenty eight and six
hundredths feet (128.06'); thence north forty seven degrees twenty five minutes
forty four seconds west (N 47 degrees 25'44" W) seventy three feet (73.00') to
the point of beginning; said tract contains nine thousand three hundred forty
seven square feet (9,347).

Easement: Said tract to be subject to a private road easement along the
southwest twenty feet of the above described tract.

[To be known as Lot 20 of Plat to be recorded.]

                                      C-9
<PAGE>

Lot 21 Condominium Area/Phase 10:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty two degrees thirty
six minutes twelve seconds west (S 42 degrees 36'12" W) one hundred sixty and
two hundredths feet (160.02) feet to the point of beginning; thence south forty
seven degrees twenty five minutes forty four seconds east (S 47 degrees 25'44"
E) eighty and fifty hundredths feet (80.50'); thence south forty two degrees
thirty six minutes twelve seconds west (S 42 degrees 36'12" W) one hundred
twenty eight and two hundredths feet (128.02'); thence north forty seven degrees
twenty three minutes forty eight seconds west (N 47 degrees 23'48" W) seventy
one and ninety two hundredths feet (71.92'); thence northeasterly along the arc
of a curve thirty eight and fifty one hundredths (38.51) feet with a
northwesterly convexity and having a radius of eighty five feet (85.00'), said
curve having a chord bearing north twenty nine degrees thirty seven minutes
twenty three seconds east (N 29 degrees 37'23" E) thirty eight and eighteen
hundredths feet (38.18'); thence north forty two degrees thirty six minutes
twelve seconds east (N 42 degrees 36'12"E) ninety and seventy seven hundredths
feet (90.77') to the point of beginning. Said tract contains ten thousand two
hundred square feet (10,200).

Easement: Said tract to be subject to a private road easement along the
southwest twenty feet of the above described tract.

[To be known as Lot 21 of Plat to be recorded.]

                                      C-10
<PAGE>

Lot 22 Condominium Area/Phase 11:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) four hundred
twenty and nineteen hundredths feet (420.19'); thence south thirty six degrees
eighteen minutes thirty four seconds west (S 36 degrees 18'34" W) one hundred
sixty nine and ninety seven hundredths feet (169.97'); thence south forty five
degrees eleven minutes fifty one seconds west (S 45 degrees 11'51" W) one
hundred two and twenty five hundredths feet (102.25') to the point of beginning;
thence north thirty nine degrees forty one minutes twenty four seconds west (N
39 degrees 41'24" W); one hundred seventeen and twenty five hundredths feet
(117.25'); thence south forty two degrees thirty six minutes twelve seconds west
(S 42 degrees 36'12" W) nine and ninety five hundredths feet (9.95'); thence
south fifty eight degrees zero minutes nine seconds west (S 58 degrees 00'09" W)
fifty seven and ninety three hundredths feet (57.93'); thence south thirty one
degrees fifty nine minutes fifty one seconds east (S 31 degrees 59'51" E) one
hundred twenty nine and eighty one hundredths feet (129.81') thence
northeasterly along the arc of a curve of southeasterly convexity having a
radius of one hundred thirty one feet (131.00') twenty six and thirteen
hundredths feet (26.13'), said curve having a chord bearing north fifty degrees
fifty four minutes forty four seconds east (N 50 degrees 54'44" E) twenty six
and nine hundredths feet (26.09'); thence north forty five degrees eleven
minutes fifty one seconds east (N 45 degrees 11'51" E) fifty eight and seventy
nine hundredths feet (58.79') to the point of beginning; said tract contains
nine thousand three hundred fifty six square feet (9,356).

Easement: Said tract to be subject to a private road easement along the
northwest twenty feet of the above described tract.

[To be known as Lot 22 of Plat to be recorded.]

                                      C-11
<PAGE>

Lot 23 Condominium Area/Phase 12:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) three hundred
eighteen feet (318.00'); thence south forty two degrees thirty six minutes
twelve seconds west (S 42 degrees 36'12" W) two hundred sixty five and thirty
two hundredths feet (265.32'); thence south fifty eight degrees zero minutes
nine seconds west (S 58 degrees 00'09" W) fifty seven and ninety three
hundredths feet (57.93') to the point of beginning; thence south thirty one
degrees fifty nine minutes fifty one seconds east (S 31 degrees 59'51"E) one
hundred twenty nine and eighty one hundredths feet (129.81'); thence
southwesterly along the arc of a curve with a southeasterly convexity and a
radius of one hundred thirty one feet (131.00') forty eight and eighty eight
hundredths feet (48.88'), said curve having a chord bearing south sixty seven
degrees eighteen minutes fifty seven seconds west (S 67 degrees 18'57" W) forty
eight and fifty nine hundredths feet (48.59'); thence south seventy eight
degrees zero minutes seventeen seconds west (S 78 degrees 00'17" W) thirty seven
and ninety five hundredths feet (37.95'); thence north twenty one degrees fifty
seven minutes zero seconds west (N 21 degrees 57'00" W) one hundred ten and
sixty six hundredths feet (110.66'); thence north fifty. eight degrees zero
minutes nine seconds east (N 58 degrees 00'09" E) sixty four and thirty one
hundredths feet (64.31') to the point of beginning. Said tract contains nine
thousand one hundred seventy five square feet or 0.211 acres.

Easement: Said tract to be subject to a private road easement along the
northwest twenty feet of the above described tract.

[To be known as Lot 23 of Plat to be recorded.]

                                      C-12
<PAGE>

Lot 24 Condominiums/Phase 13:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26'); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) three hundred
eighteen feet (318.00'); thence south forty two degrees thirty six minutes
twelve seconds west (S 42 degrees 36'12" W) two hundred sixty five and thirty
two hundredths feet (265.32'); thence south fifty eight degrees zero minutes
nine seconds west (S 58 degrees 00'09" W) twenty three and fifty two hundredths
feet (23.52') to the point of beginning; thence north forty seven degrees twenty
three minutes forty eight seconds west (N 47 degrees 23'48" W) one hundred
twenty one and seventy six hundredths feet (121.76'); thence south forty two
degrees thirty six minutes twelve seconds west (S 42 degrees 36'12" W) one
hundred twenty nine and forty nine hundredths feet (129.49'); thence north
eighty nine degrees twenty eight minutes nineteen seconds west (N 89 degrees
28'19" W) fifty one and twenty three hundredths feet (51.23'); thence south zero
degrees thirty one minutes forty one seconds west (S 00 degrees 31'41" W) eighty
feet (80.00'); thence north seventy eight degrees zero minutes seventeen seconds
east (N 78 degrees 00'17" E) one hundred twenty five and ninety eight hundredths
feet (125.98'); thence north fifty eight degrees zero minutes nine seconds east
(N 58 degrees 00'09" E) one hundred twenty five feet (125.01') to the point of
beginning. Said tract contains nineteen thousand three hundred thirty nine
square feet (19,339) or (0.444) acres.

Easement: Said tract to be subject to a private road easement along the
southeast twenty feet and the northeast twenty feet of the above described
tract.

(To be known as Lot 24 of Plat to be recorded.]

                                      C-13
<PAGE>

Lot 25 Condominiums/Phase 14:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along-the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) three hundred
eighteen feet (318.00'); thence south forty two degrees thirty six minutes
twelve seconds west (S 42 degrees 36'12" W) two hundred sixty five and thirty
two hundredths feet (265.32'); thence south fifty eight degrees zero minutes
nine seconds west (S 58 degrees 00'09" W) twenty three and fifty two hundredths
feet (23.52'); thence north forty seven degrees twenty three minutes forty eight
seconds west (N 47 degrees 23'48" W) one hundred twenty one and seventy five
hundredths feet (121.75') to the point of beginning; thence south forty two
degrees thirty six minutes twelve seconds west (S 42 degrees 36'12" W) one
hundred twenty nine and forty nine hundredths feet (129.49'); thence north
eighty nine degrees twenty eight minutes nineteen seconds west (N 89 degrees
28'19" W) fifty one and twenty three hundredths feet (51.23'); thence north zero
degrees thirty one minutes forty one seconds east (N 00 degrees 31'41" E) one
hundred ninety four and ten hundredths feet (194.10'); thence northeasterly
along the arc of a curve with a northwesterly convexity and a radius of eighty
five feet (85.00') twenty three and ninety one hundredths feet (23.91') said
curve having a chord bearing of north eight degrees thirty five minutes seven
and five tenths seconds east (N 08 degrees 35'07.5" E) twenty three and eighty
three hundredths feet (23.83'); thence south forty seven degrees twenty three
minutes forty eight seconds east (S 47 degrees 23'48" E) one hundred eighty one
and forty two hundredths feet (181.42') to the point of beginning, said tract
contains seventeen thousand six hundred sixty square feet (17,660) or 0.405
acres.

Easement: Said tract to be subject to a private road easement along the
northeast twenty feet of the above described tract.

[To be known as Lot 25 of Plat to be recorded.]

                                      C-14
<PAGE>

Lot 26 Condominiums/Phase 15:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 89 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) three hundred
eighteen feet (318.00'); thence south forty two degrees thirty six minutes
twelve seconds west (S 42 degrees 36'12" W) two hundred sixty five and thirty
two hundredths feet (265.32');.thence south fifty eight degrees zero minutes
nine seconds west (S 58 degrees 00'09" W) one hundred twenty two and twenty four
hundredths feet (122.24') to the point of beginning; thence south twenty one
degrees fifty seven minutes zero seconds east (S 21 degrees 57'00" E) one
hundred ten and sixty six hundredths feet (110.66'); thence south seventy eight
degrees zero minutes seventeen seconds west (S 78 degrees 00'17" W) eighty five
and twenty two hundredths feet (85.22); thence north eleven degrees fifty nine
minutes forty three seconds west (N 11 degrees 59'43" W) one hundred feet
(100.00); thence north seventy eight degrees zero minutes seventeen seconds east
(N 78 degrees 00'17" E) forty one and thirty nine hundredths feet (41.39');
thence north fifty eight degrees zero minutes nine seconds east (N 58 degrees
00'09" E) twenty six and twenty nine hundredths feet (26.29') to the point of
beginning, said tract contains seven thousand seven hundred sixty three (7,763)
square feet or (0.178) acre.

Easement: Said tract to be subject to a private road easement along the
northwest twenty feet of the above described tract.

[To be known as Lot 26 of Plat to be recorded.]

                                      C-15
<PAGE>

Lot 27 Condominium/Phase 16:

Commencing at the northwest corner of the northeast one quarter of said section
twenty six (26); thence south eighty nine degrees thirty seven minutes eighteen
seconds east (S 39 degrees 37'18" E) along the extension of the north line of
the northwest one quarter of said section twenty six (26) five hundred thirty
six and sixty one hundredths feet (536.61'); thence south zero degrees twenty
two minutes forty two seconds west (S 00 degrees 22'42" W) one hundred forty two
an sixty two hundredths feet (142.62'); thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E) three hundred
eighteen feet (318.00'); thence south forty two degrees thirty six minutes
twelve seconds west (S 42 degrees 36'12" W) two hundred sixty five and thirty
two hundredths feet (265.32'); thence south fifty eight degrees zero minutes
nine seconds west (S 58 degrees 00'09" W) one hundred forty eight and fifty
three hundredths feet (148.53'); thence south seventy eight degrees zero minutes
seventeen seconds west (S 78 degrees 00'17" W) forty one and thirty nine
hundredths feet (41.39') to the point of beginning; thence south eleven degrees
fifty nine minutes forty three seconds east (S 11 degrees 59'43" E) one hundred
feet (100.00'); thence south seventy eight degrees zero minutes seventeen
seconds west (S 78 degrees 00'17" W) eighty nine and thirty nine hundredths feet
(89.39'); thence north eighty nine degrees forty six minutes ten seconds west (N
89 degrees 46'10" W) along the north line of Illinois avenue, seventeen (17.00')
feet; thence north zero degrees thirty one minutes forty one seconds east (N 00
degrees 31'41" E) ninety eight and seventy five hundredths feet (98.75'); thence
north seventy eight degrees zero minutes seventeen seconds east (N 78 degrees
00'17" E) eighty four and fifty nine hundredths feet (84.59') to the point of
beginning. Said tract contains nine thousand five hundred thirty eight square
feet (95.38) or (0.219) acres.

Easement: Said tract to be subject to a private road easement along the
northwest twenty feet of the above described tract.

[To be known as Lot 27 of Plat to be recorded.]

                                      C-16
<PAGE>

                                    EXHIBIT D
                                       TO
                              DEVELOPMENT AGREEMENT
                            (CONVENTION CENTER SITE)

Lot 10:

Being part of the southeast one quarter of section twenty three (23) and the
northeast one quarter of section twenty six (26) township fifteen (15) north,
range twenty three (23) east, city of Sheboygan, Sheboygan county, Wisconsin,
described as follows.

Commencing at the northwest corner of the northeast one quarter of section
twenty six (26) township fifteen (15) north range twenty three (23) east; thence
north zero degrees twenty minutes ten seconds west (N 00 degrees 20'10" W) along
the west line of said southeast quarter of said section twenty three (23) five
hundred seventy eight and twenty three hundredths feet (578.23'); thence north
eighty nine degrees thirty nine minutes fifty seconds east (N 89 degrees 39'50"
E) one thousand four hundred seventy three and nine hundredths (1473.09') feet
to the point of beginning; thence south seven degrees forty minutes sixteen
seconds east (S 07 degrees 40'16" E) two hundred fifty seven and thirty three
hundredths feet (257.33'); thence south forty two degrees fifty one minutes
twelve seconds west (S 42 degrees 51'12" W) one hundred eighty six and forty one
hundredths feet (186.41'); thence north forty seven degrees twenty three minutes
forty eight seconds west (N 47 degrees 23'48" W) one hundred ninety eight and
sixty four hundredths feet (198.64'); thence south forty two degrees thirty six
minutes twelve seconds west (S 42 degrees 36'12" W) one hundred ninety six and
twenty six hundredths feet (196.26'); thence north forty seven degrees thirty
five minutes five seconds west (N 47 degrees 35'05" W) fifty and eighty five
hundredths feet (50.85') to the point of curve to the left having a radius of
seventy two and sixty seven hundredths feet (72.67') and a chord that bears
north seventy eight degrees fifty one minutes three seconds west (N 78 degrees
51'03" W) seventy five and forty three hundredths feet (75.43'); thence along
the arc of said curve seventy nine and thirty one hundredths feet (79.31') to
the point of reverse curve having a radius of twenty three and thirty three
hundredths feet (23.33') and a chord that bears north seventy eight degrees
forty five minutes twenty four and five tenths seconds west (N 78 degrees
45'24.5" W) twenty four and twenty eight hundredths feet (24.28'); thence a long
the arc of said curve twenty five and fifty four hundredths feet (25.54');
thence north forty seven degrees twenty three minutes forty eight seconds west
(N 47 degrees 23'48" W) one hundred seventeen and twenty seven hundredths feet
(1 17.27') to the point of curve to the right having a radius of ninety and
thirty three hundredths feet (90.33') and a chord that bears north twenty nine
degrees thirty eight minutes fifty three and five tenths seconds west (N 29
degrees 38'53.5" W) fifty five and seven hundredths feet (55.07'); thence along.
the arc of said curve fifty five and ninety six hundredths feet (55.96'); thence
north eleven degrees fifty three minutes fifty nine seconds west (N 11 degrees
53'59" W) thirty five and thirty two hundredths feet (35.32'); thence south
seventy eight degrees six minutes one second west (S 78 degrees 06'01" W) sixty
one and fifty five hundredths (61.55') feet, to the point of curve to the left
having a radius of one hundred fifty nine and sixty seven hundredths feet
(159.67'); and a chord that bears south thirty degrees zero minutes twenty two
and five tenths seconds east (S 30 degrees 00'22.5" E) ninety five and forty
four hundredths feet (95.44'); thence along the arc of said curve ninety six and
ninety three hundredths feet (96.93'); thence south forty seven degrees twenty
three minutes forty eight seconds east (S 47 degrees 23'48" E)

                                      D-1
<PAGE>

one hundred forty three and thirteen hundredths feet (143.13') to the point of
curve to the right having a radius of twenty three and thirty three hundredths
feet (23.33') and a chord that bears south sixteen degrees two minutes eleven
and five tenths seconds east (S 16 degrees 02'11.5" E) twenty four and twenty
eight hundredths feet (24.28'); thence along the arc of said curve twenty five
and fifty four hundredths feet (25.54') to the point of reverse curve having a
radius of seventy two and sixty seven hundredths feet (72.67') and a chord that
bears south sixteen degrees sixteen minutes fifty and five tenths seconds east
(S 16 degrees 16'50.5" E) seventy six and seventeen hundredths feet (76.17');
thence along the arc of said curve eighty and seventeen hundredths feet
(80.17'); thence south forty seven degrees fifty three minutes six seconds east
(S 47 degrees 53'06" E) forty nine and ninety nine hundredths feet (49.99');
thence south forty two degrees thirty six minutes twelve seconds west (S 42
degrees 36'12" W) two hundred nine and forty three hundredths feet (209.43');
thence north forty seven degrees twenty three minutes forty eight seconds west
(N 47 degrees 23'48" W) one hundred thirty one and sixteen hundredths feet
(131.16'); thence south forty two degrees thirty six minutes twelve seconds west
(S 42 degrees 36'12" W) two hundred ten and sixteen hundredths feet (210.16');
thence north forty seven degrees twenty three minutes forty eight seconds west
(N 47 degrees 23'48" W) fifty eight and fifty eight hundredths (58.58')feet;
thence north forty two degrees thirty six minutes twelve seconds east (N 42
degrees 36'12" E) one hundred five and seventy three hundredths feet (105.73')
to the point of curve to the left having a radius of two hundred (200.00) feet
and a chord that bears north fifteen degrees twenty one minutes six and five
tenths seconds east (N 15 degrees 21'06.5" E) one hundred eighty three and
sixteen hundredths feet (183.16'); thence along the arc of said curve one
hundred ninety and twenty five hundredths feet (190.25'); thence north eleven
degrees fifty three minutes fifty nine seconds west (N 11 degrees 53'59" W) two
hundred sixty five and sixty three hundredths feet (265.63'); thence north
seventy eight degrees six minutes one second east (N 78 degrees 06'01" "E) eight
hundred forty six and twenty nine hundredths feet (846.29') to the point of
beginning. Said tract contains two hundred eighty one thousand nine hundred
sixteen square feet or six and forty seven hundredths acres.

[To be known as Lot 10 of Plat to be recorded.]

                                      D-2
<PAGE>

                                   EXHIBIT E
                             (Public Improvements)

     The Public Improvements are shown on a drawing entitled "Public
Improvements for South Pier," prepared by the City of Sheboygan, Wisconsin,
dated July 30, 2003. A copy of the drawing may be obtained from the City of
Sheboygan, Wisconsin, Public Works Department.


                                      E-1
<PAGE>

                                    EXHIBIT F

                        (Guaranteed Property Tax Payment)

<TABLE>
<CAPTION>
Year                           Guaranteed Property Tax Payment
----                           -------------------------------
<S>                            <C>
2005                                      519,000
2006                                    1.140,000
2007                                    1,230,000
2008                                    1,230,000
2000                                    1,230,000
2010                                    1,230,000
2011                                    1,230,000
2012                                    1,230,000
2013                                    1,230,000
2014                                    1,230,000
2015                                    1,230,000
2016                                    1,230,000
2017                                    1,230,000
2018                                    1,230,000
                                        ---------
                                       16,419,000
</TABLE>

                                      F-1
<PAGE>

                                    Exhibit G

                          (Guaranteed Room Tax Payment)

<TABLE>
<CAPTION>
Year                             Guaranteed Room Tax Payment
----                             ---------------------------
<S>                              <C>
2005                                      702,798
2006                                      755,994
2007                                      801,830
2008                                      825,890
2009                                      850,635
2010                                      876,180
2011                                      802,415
2012                                      928,555
2013                                      967,430
2014                                      986,155
2015                                     1,016745
2016                                    1,040,210
2017                                    1,077,610
2018                                    1,109,935
2019                                    1,143,230
2020                                    1,177,510
2021                                    1,212,320
2022                                    1,249,210
2023                                    1,286,715
2024                                    1,325,325
2025                                    1,385,085
2026                                    1,406,045
2027                                    1,448,205
2028                                    1,491,660
                                        ---------
                                       25,944,247
</TABLE>

                                      G-1
<PAGE>

                                                                    EXHIBIT 10.2

                                    EXHIBIT H

                           (City Condominium Payments)

<TABLE>
<CAPTION>
              2 BEDROOM         3 BEDROOM                          4 BEDROOM
             BEACHFRONT         COURTYARD        4 BEDROOM         COURTYARD
YEAR            UNIT              UNIT         BEACHFRONT UNIT       UNIT
----            ----              ----         ---------------       ----
<S>          <C>                <C>            <C>                 <C>
2004            $2,480           $2,110            $3,434           $3,071
2005             4,422            3,771             6,103            5,464
2006             4,718            4,029             6,499            5,822
2007             4,928            4,209             6,788            6,081
2008             5,076            4,335             6,992            6,264
2009             5,228            4,451             7,201            6,452
2010             5,385            4,589             7,417            6,645
2011             5,547            4,737             7,640            6,844
2012             5,713            4,879             7,869            7,050
2013             5,885            5,025             8,105            7,261
2014             6,061            5,176             8,348            7,479
2015             6,243            5,331             8,599            7,704
2016             6,430            5,491             8,857            7,935
2017             6,623            5,656             9,122            8,173
2018             6,812            5,826             9,396            8,418
2019             7,026            6,000             9,678            8,670
2020             7,237            6,180             9,968            8,931
2021             7,454            6,366            10,267            9,198
2022             7,678            6,557            10,575            9,474
2023             7,908            6,753            10,893            9,759
2024             8,146            6,956            11,219           10,051
2025             8,390            7,165            11,556           10,353
2026             8,642            7,380            11,903           10,663
2027             8,901            7,601            12,260           10,983
2028             9,168            7,829            12,628           11,312
</TABLE>