Exhibit 10.41

SECOND AMENDED AND RESTATED
MANAGEMENT AGREEMENT
BETWEEN THE
UNITED AUBURN INDIAN COMMUNITY
AND
STATION CALIFORNIA, LLC
November 1, 2002

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TABLE OF CONTENTS

|1. |  | Recitals                                                                  |  | 1
|-- |  | ------------------------------------------------------------------------- |  | -
|2. |  | Definitions                                                               |  | 2
|   |  | "Affiliate"                                                               |  | 2
|   |  | "Agreement"                                                               |  | 2
|   |  | "Annual Business Plan, Annual Operating Budget and Annual Capital Budget" |  | 2
|   |  | "Approval Date"                                                           |  | 2
|   |  | "Architect"                                                               |  | 3
|   |  | "BIA"                                                                     |  | 3
|   |  | "Business Board"                                                          |  | 3
|   |  | "Capital Budget"                                                          |  | 3
|   |  | "Capital Replacement(s)"                                                  |  | 3
|   |  | "Capital Replacement Reserve"                                             |  | 3
|   |  | "Cash Flow from Operations"                                               |  | 3
|   |  | "Class II Gaming"                                                         |  | 3
|   |  | "Class III Gaming"                                                        |  | 3
|   |  | "Collateral Agreements"                                                   |  | 3
|   |  | "Commencement Date"                                                       |  | 3
|   |  | "Compact"                                                                 |  | 3
|   |  | "Compensation"                                                            |  | 4
|   |  | "Completion Date"                                                         |  | 4
|   |  | "Confidential Information"                                                |  | 4
|   |  | "Depository Account"                                                      |  | 4
|   |  | "Developer"                                                               |  | 4
|   |  | "Development Services Agreement"                                          |  | 4
|   |  | "Disbursement Account"                                                    |  | 4
|   |  | "Emergency Condition"                                                     |  | 4
|   |  | "Enterprise"                                                              |  | 4
|   |  | "Enterprise Bank Accounts"                                                |  | 4
|   |  | "Enterprise Employee"                                                     |  | 4
|   |  | "Enterprise Employee Policies"                                            |  | 4
|   |  | "Event of Default"                                                        |  | 4
|   |  | "Facility"                                                                |  | 5
|   |  | "Financing"                                                               |  | 5
|   |  | "Financing Agreements"                                                    |  | 5
|   |  | "Financing Plan"                                                          |  | 5
|   |  | "Fiscal Year"                                                             |  | 5
|   |  | "Furnishings and Equipment"                                               |  | 5
|   |  | "Gaming"                                                                  |  | 5
|   |  | "Gaming Facility"                                                         |  | 5
|   |  | "Gaming Operating Expenses"                                               |  | 5
|   |  | "General Manager"                                                         |  | 5
|   |  | "Generally Accepted Accounting Principles" or "GAAP"                      |  | 6
|   |  | "Governmental Action"                                                     |  | 6
|   |  | "Gross Gaming Revenue"                                                    |  | 6
|   |  | "Gross Revenues"                                                          |  | 6
|   |  | "House Bank"                                                              |  | 6
|   |  | "IGRA"                                                                    |  | 6
|   |  | "Indemnitees"                                                             |  | 6

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|   |  | "Internal Control Systems"                      |  | 6                                       
|-- |  | ----------------------------------------------- |  | ----------------------------------------
|   |  | "Legal Requirements"                            |  | 6                                       
|   |  | "Lender"                                        |  | 6                                       
|   |  | "Major Shareholder"                             |  | 6                                       
|   |  | "Management Agreement"                          |  | 6                                       
|   |  | "Management Fee"                                |  | 6                                       
|   |  | "Manager"                                       |  | 6                                       
|   |  | "Manager Employees"                             |  | 6                                       
|   |  | "Manager Representatives"                       |  | 7                                       
|   |  | "Marketing Plan"                                |  | 7                                       
|   |  | "Material Breach"                               |  | 7                                       
|   |  | "Member of the Tribal Council"                  |  | 7                                       
|   |  | "Minimum Balance"                               |  | 7                                       
|   |  | "Minimum Monthly Payment"                       |  | 7                                       
|   |  | "Monthly Distribution Payment"                  |  | 7                                       
|   |  | "National Indian Gaming Commission" or "NIGC"   |  | 7                                       
|   |  | "NEPA"                                          |  | 7                                       
|   |  | "Net Revenues (gaming)"                         |  | 7                                       
|   |  | "Net Revenues (other)"                          |  | 7                                       
|   |  | "Non-Gaming Operating Expenses"                 |  | 8                                       
|   |  | "Off-Site Employees"                            |  | 8                                       
|   |  | "Operating Expenses"                            |  | 8                                       
|   |  | "Operating Supplies"                            |  | 8                                       
|   |  | "Permitted Investments"                         |  | 8                                       
|   |  | "Plans and Specifications"                      |  | 9                                       
|   |  | "Pre-Opening Budget"                            |  | 9                                       
|   |  | "Pre-Opening Expenses"                          |  | 9                                       
|   |  | "Project"                                       |  | 9                                       
|   |  | "Promotional Allowances"                        |  | 9                                       
|   |  | "Property"                                      |  | 9                                       
|   |  | "Qualified"                                     |  | 9                                       
|   |  | "Recommencement"                                |  | 9                                       
|   |  | "Relative"                                      |  | 9                                       
|   |  | "Staffing Plan"                                 |  | 9                                       
|   |  | "State"                                         |  | 9                                       
|   |  | "Station Casinos, Inc."                         |  | 9                                       
|   |  | "Term"                                          |  | 9                                       
|   |  | "Total Net Revenues"                            |  | 9                                       
|   |  | "Tribal Council"                                |  | 9                                       
|   |  | "Tribal Employees"                              |  | 9                                       
|   |  | "Tribal Gaming Agency"                          |  | 9                                       
|   |  | "Tribal Gaming Ordinance" or "Gaming Ordinance" |  | 9                                       
|   |  | "Tribal Representatives"                        |  | 9                                       
|   |  | "Tribe"                                         |  | 10                                      
|   |  | "Year End Operating Statements"                 |  | 10                                      
|3. |  | Covenants                                       |  | 10                                      
|   |  | 3.1                                             |  | Engagement of Manager                   
|   |  | 3.2                                             |  | Term                                    
|   |  | 3.3                                             |  | Access to Property                      
|   |  | 3.4                                             |  | Creation and Operation of Business Board

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|   |  |                                                    |  | 3.4.1 Creation of Board                                                              |  | 10
|-- |  | -------------------------------------------------- |  | ------------------------------------------------------------------------------------ |  | --
|   |  |                                                    |  | 3.4.2 Business Board Meetings                                                        |  | 10
|   |  | 3.5                                                |  | Manager Compliance with Law; Licenses                                                |  | 11
|   |  | 3.6                                                |  | Amendments to Tribal Gaming Ordinance                                                |  | 11
|   |  | 3.7                                                |  | Tribe's Compliance with Law                                                          |  | 12
|   |  | 3.8                                                |  | Fire and Safety                                                                      |  | 12
|   |  | 3.9                                                |  | Compliance with the National Environmental Policy Act                                |  | 12
|   |  | 3.10                                               |  | Satisfaction of Approval Date Requirements                                           |  | 12
|   |  |                                                    |  | 3.10.1 Other Requirements                                                            |  | 12
|   |  | 3.11                                               |  | Commencement Date                                                                    |  | 12
|   |  | 3.12                                               |  | All Gaming in Compliance with the IGRA                                               |  | 12
|   |  | 3.13                                               |  | Best Efforts; Covenant of Good Faith and Fair Dealing                                |  | 12
|   |  | 3.14                                               |  | Financing Agreements                                                                 |  | 12
|   |  | 3.15                                               |  | Affiliates                                                                           |  | 13
|   |  | 3.16                                               |  | Licensing of Manager by Tribal Gaming Agency                                         |  | 13
|4. |  | Business and Affairs in Connection with Enterprise |  | 13                                                                                  
|   |  | 4.1                                                |  | Manager's Authority and Responsibility                                               |  | 13
|   |  | 4.2                                                |  | Duties of Manager                                                                    |  | 13
|   |  |                                                    |  | 4.2.1 Physical Duties                                                                |  | 13
|   |  |                                                    |  | 4.2.2 Compliance                                                                     |  | 15
|   |  |                                                    |  | 4.2.3 Compliance with Internal Revenue Code                                          |  | 15
|   |  |                                                    |  | 4.2.4 Contracts in Tribe's Name Doing Business as the Enterprise and at Arm's Length |  | 15
|   |  |                                                    |  | 4.2.5 Enterprise Operating Standards                                                 |  | 15
|   |  | 4.3                                                |  | Security                                                                             |  | 15
|   |  | 4.4                                                |  | Damage, Condemnation or Impossibility of the Enterprise                              |  | 15
|   |  |                                                    |  | 4.4.1 Recommencement of Operations                                                   |  | 15
|   |  |                                                    |  | 4.4.2 Repair or Replacement                                                          |  | 15
|   |  |                                                    |  | 4.4.3 Termination of Gaming                                                          |  | 16
|   |  |                                                    |  | 4.4.4 Tolling of the Agreement                                                       |  | 16
|   |  | 4.5                                                |  | Alcoholic Beverages and Tobacco Sales                                                |  | 16
|   |  | 4.6                                                |  | Employees                                                                            |  | 16
|   |  |                                                    |  | 4.6.1 Manager's Responsibility                                                       |  | 16
|   |  |                                                    |  | 4.6.2 Enterprise Employee Policies                                                   |  | 16
|   |  |                                                    |  | 4.6.3 Employees                                                                      |  | 17
|   |  |                                                    |  | 4.6.4 Off-Site Employees                                                             |  | 17
|   |  |                                                    |  | 4.6.5 No Manager Wages or Salaries                                                   |  | 17
|   |  |                                                    |  | 4.6.6 Tribal Gaming Agency (Costs)                                                   |  | 17
|   |  |                                                    |  | 4.6.7 Employee Background Investigations                                             |  | 17
|   |  |                                                    |  | 4.6.8 Indian Preference, Recruiting and Training                                     |  | 18
|   |  |                                                    |  | 4.6.9 Job Fairs                                                                      |  | 18
|   |  |                                                    |  | 4.6.10 Goals and Remedies                                                            |  | 18
|   |  |                                                    |  | 4.6.11 Removal of Employees                                                          |  | 18
|   |  | 4.7                                                |  | Marketing                                                                            |  | 19
|   |  | 4.8                                                |  | Additional Land                                                                      |  | 19
|   |  | 4.9                                                |  | Pre-Opening                                                                          |  | 19
|   |  |                                                    |  | 4.9.1 Pre-Opening Budget                                                             |  | 19
|   |  |                                                    |  | 4.9.2 Staffing Plan                                                                  |  | 19
|   |  |                                                    |  | 4.9.3 Reasonable Estimate Only                                                       |  | 19
|   |  | 4.10                                               |  | Operating Capital                                                                    |  | 19

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|   |  | 4.11                                                                         |  | Annual Business Plan, Annual Operating Budget and Annual Capital Budget                |  | 20
|-- |  | ---------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | --
|   |  |                                                                              |  | 4.11.1 Submission                                                                      |  | 20
|   |  |                                                                              |  | 4.11.2 Content                                                                         |  | 20
|   |  |                                                                              |  | 4.11.3 Review and Approval                                                             |  | 20
|   |  |                                                                              |  | 4.11.4 Disputed Budget Items                                                           |  | 20
|   |  | 4.12                                                                         |  | Adjustments to Annual Business Plan, Annual Operating Budget and Annual Capital Budget |  | 21
|   |  |                                                                              |  | 4.12.1 Capital Budget                                                                  |  | 21
|   |  |                                                                              |  | 4.12.2 Depreciation and Amortization                                                   |  | 22
|   |  | 4.13                                                                         |  | Capital Replacements                                                                   |  | 22
|   |  | 4.14                                                                         |  | Capital Replacement Reserve                                                            |  | 22
|   |  | 4.15                                                                         |  | Periodic Contributions to Capital Replacement Reserve                                  |  | 22
|   |  | 4.16                                                                         |  | Use and Allocation of Capital Replacement Reserve                                      |  | 23
|   |  | 4.17                                                                         |  | Contracting Preference                                                                 |  | 23
|   |  | 4.18                                                                         |  | Internal Control Systems                                                               |  | 23
|   |  | 4.19                                                                         |  | Surveillance System                                                                    |  | 23
|   |  | 4.20                                                                         |  | Banking and Bank Accounts                                                              |  | 23
|   |  |                                                                              |  | 4.20.1 Enterprise Bank Accounts                                                        |  | 23
|   |  |                                                                              |  | 4.20.2 No Cash Disbursements                                                           |  | 24
|   |  |                                                                              |  | 4.20.3 Daily Deposits to Depository Account                                            |  | 24
|   |  |                                                                              |  | 4.20.4 Disbursement Account                                                            |  | 24
|   |  |                                                                              |  | 4.20.5 Transfers Between Accounts                                                      |  | 24
|   |  |                                                                              |  | 4.20.6 Investment of Funds                                                             |  | 24
|   |  | 4.21                                                                         |  | Insurance                                                                              |  | 24
|   |  | 4.22                                                                         |  | Accounting and Books of Account                                                        |  | 24
|   |  |                                                                              |  | 4.22.1 Statements                                                                      |  | 24
|   |  |                                                                              |  | 4.22.2 Books of Account                                                                |  | 25
|   |  |                                                                              |  | 4.22.3 Accounting Standards                                                            |  | 25
|   |  |                                                                              |  | 4.22.4 Annual Audit                                                                    |  | 25
|   |  | 4.23                                                                         |  | Retail Shops and Concessions                                                           |  | 25
|   |  | 4.24                                                                         |  | Entertainment Approvals                                                                |  | 25
|5. |  | Liens                                                                        |  | 25                                                                                    
|   |  | 5.1                                                                          |  | Representation and Warranty                                                            |  | 25
|   |  | 5.2                                                                          |  | Exceptions                                                                             |  | 26
|6. |  | Management Fee, Reimbursements, Disbursements, and Other Payments by Manager |  | 26                                                                                    
|   |  | 6.1                                                                          |  | Disbursements                                                                          |  | 26
|   |  | 6.2                                                                          |  | Adjustment to Bank Account                                                             |  | 26
|   |  | 6.3                                                                          |  | Payment of Fees and Tribe Disbursement                                                 |  | 26
|   |  | 6.4                                                                          |  | Monthly Payments                                                                       |  | 27
|   |  |                                                                              |  | 6.4.1 Minimum Monthly Payment                                                          |  | 27
|   |  | 6.5                                                                          |  | Payment of Total Net Revenues                                                          |  | 27
|   |  | 6.6                                                                          |  | Management Fee                                                                         |  | 27
|   |  | 6.7                                                                          |  | Annual Statement and Adjustment of Management Fee                                      |  | 28
|   |  | 6.8                                                                          |  | Manager's Compensation Cap                                                             |  | 28
|7. |  | Trade Names, Trade Marks and Service Marks                                   |  | 28                                                                                    
|   |  | 7.1                                                                          |  | Enterprise Name                                                                        |  | 28
|   |  | 7.2                                                                          |  | Marks                                                                                  |  | 28
|   |  |                                                                              |  | 7.2.1 Tribe's Marks                                                                    |  | 28
|   |  |                                                                              |  | 7.2.2 Manager's Marks                                                                  |  | 29

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|8.  |  | Taxes                   |  | 30                                                  
|--- |  | ----------------------- |  | ----------------------------------------------------
|    |  | 8.1                     |  | State and Local Taxes                               
|    |  | 8.2                     |  | Tribal Taxes                                        
|9.  |  | General Provisions      |  | 30                                                  
|    |  | 9.1                     |  | Situs of the Contracts                              
|    |  | 9.2                     |  | Notice                                              
|    |  | 9.3                     |  | Authority to Execute and Perform Agreement          
|    |  | 9.4                     |  | Relationship                                        
|    |  | 9.5                     |  | Manager's Contractual Authority                     
|    |  | 9.6                     |  | Further Actions                                     
|    |  | 9.7                     |  | Defense                                             
|    |  | 9.8                     |  | Waivers                                             
|    |  | 9.9                     |  | Captions                                            
|    |  | 9.10                    |  | Severability                                        
|    |  | 9.11                    |  | Interest                                            
|    |  | 9.12                    |  | Reimbursement                                       
|    |  | 9.13                    |  | Financing Plan                                      
|    |  | 9.14                    |  | Travel and Out-of-Pocket Expenses                   
|    |  | 9.15                    |  | Third Party Beneficiary                             
|    |  | 9.16                    |  | Brokerage                                           
|    |  | 9.17                    |  | Survival of Covenants                               
|    |  | 9.18                    |  | Estoppel Certificate                                
|    |  | 9.19                    |  | Periods of Time                                     
|    |  | 9.20                    |  | Preparation of Agreement                            
|    |  | 9.21                    |  | Exhibits                                            
|    |  | 9.22                    |  | Successors and Assigns                              
|    |  | 9.23                    |  | Exclusivity Regarding Facility                      
|    |  | 9.24                    |  | Stay, Extension and Usury Laws                      
|    |  | 9.25                    |  | Time is of the Essence                              
|    |  | 9.26                    |  | Confidential Information                            
|    |  |                         |  | 9.26.1 Information                                  
|    |  |                         |  | 9.26.2 Non-disclosure                               
|    |  | 9.27                    |  | Patron Dispute Resolution                           
|    |  | 9.28                    |  | Modification                                        
|    |  | 9.29                    |  | Indemnification of Manager                          
|10. |  | Warranties              |  | 35                                                  
|    |  | 10.1                    |  | Definitions                                         
|    |  | 10.2                    |  | Noninterference in Tribal Affairs                   
|    |  | 10.3                    |  | Prohibition of Payments to Members of Tribal Council
|    |  | 10.4                    |  | Prohibition of Hiring Members of Tribal Council     
|    |  | 10.5                    |  | Prohibition of Financial Interest in Enterprise     
|    |  | 10.6                    |  | Preservation of Agreement                           
|11. |  | Events of Default       |  | 35                                                  
|    |  | 11.1                    |  | Events of Default by the Tribe                      
|    |  | 11.2                    |  | Events of Default by Manager                        
|12. |  | Grounds for Termination |  | 36                                                  
|    |  | 12.1                    |  | Voluntary Termination                               
|    |  | 12.2                    |  | Termination upon Event of Default                   
|    |  | 12.3                    |  | Actions in Addition to Termination                  

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|    |  |                                   |  | 12.3.1 Consequences of Manager's Termination by the Tribe              |  | 37
|--- |  | --------------------------------- |  | ---------------------------------------------------------------------- |  | --
|    |  |                                   |  | 12.3.2 Consequences of Tribe's Termination by the Manager              |  | 37
|    |  | 12.4                              |  | Involuntary Termination Due to Changes in Legal Requirements Agreement |  | 38
|    |  | 12.5                              |  | Manager's Right to Terminate Agreement                                 |  | 38
|    |  | 12.6                              |  | Notice and Opportunity to Cure                                         |  | 39
|13. |  | Conclusion of the Management Term |  | 39                                                                    
|    |  | 13.1                              |  | Transition                                                             |  | 39
|    |  | 13.2                              |  | Undistributed Total Net Revenues                                       |  | 39
|14. |  | Consents and Approvals            |  | 39                                                                    
|    |  | 14.1                              |  | Tribe                                                                  |  | 39
|    |  | 14.2                              |  | Manager                                                                |  | 39
|15. |  | Manager Disclosures               |  | 39                                                                    
|    |  | 15.1                              |  | Shareholders and Directors                                             |  | 39
|    |  | 15.2                              |  | Warranties                                                             |  | 39
|    |  | 15.3                              |  | Criminal and Credit Investigation                                      |  | 39
|    |  | 15.4                              |  | Disclosure Amendments                                                  |  | 40
|    |  | 15.5                              |  | Breach of Manager's Warranties and Agreements                          |  | 40
|16. |  | Recordation                       |  | 40                                                                    
|17. |  | No Joint Venture                  |  | 40                                                                    
|18. |  | Dispute Resolution                |  | 41                                                                    
|    |  | 18.1                              |  | Waiver of Sovereign Immunity                                           |  | 41
|    |  | 18.2                              |  | Arbitration                                                            |  | 41
|    |  |                                   |  | (a) Choice of Law                                                      |  | 41
|    |  |                                   |  | (b) Place of Hearing                                                   |  | 41
|    |  |                                   |  | (c) Confidentiality                                                    |  | 41
|    |  |                                   |  | 18.2.1 No Arbitration of Governmental Action                           |  | 41
|    |  | 18.3                              |  | Limitation of Actions                                                  |  | 42
|    |  |                                   |  | (a) Damages                                                            |  | 42
|    |  |                                   |  | (b) Consents, Approvals and Representations                            |  | 42
|    |  |                                   |  | (c) Injunctive Relief and Specific Performance                         |  | 42
|    |  |                                   |  | (d) Action to Compel Arbitration                                       |  | 42
|    |  | 18.4                              |  | Notice and Right to Cure                                               |  | 42
|    |  | 18.5                              |  | Cooperation                                                            |  | 42
|    |  | 18.6                              |  | Performance During Disputes                                            |  | 42
|    |  | 18.7                              |  | Tribal Court                                                           |  | 42
|19. |  | Intent to Negotiate New Agreement |  | 43                                                                    
|    |  | 19.1                              |  | Negotiations of New Agreement                                          |  | 43
|    |  | 19.2                              |  | Transition Plan                                                        |  | 43
|20. |  | Entire Agreement                  |  | 43                                                                    
|21. |  | Government Savings Clause         |  | 43                                                                    
|22. |  | Preparation of Agreement          |  | 43                                                                    
|23. |  | Standard of Reasonableness        |  | 43                                                                    
|24. |  | Execution                         |  | 43                                                                    

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LIST OF EXHIBITS

|EXHIBIT A |  | Property Description                                       
|--------- |  | -----------------------------------------------------------
|EXHIBIT B |  | Dispute Resolution Between Manager and Enterprise Employees
|EXHIBIT C |  | Manager's Affiliates                                       
|EXHIBIT D |  | Manager's Shareholders                                     
|EXHIBIT E |  | Manager's Officers and Directors                           

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SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as of
the            day of
November, 2002, by and between the UNITED AUBURN INDIAN COMMUNITY, Auburn, California, (the "Tribe") or its Permitted Assignee, and STATION CALIFORNIA,
LLC, a California limited liability company ("Manager"). Manager and the Tribe agree that the AMENDED AND RESTATED MANAGEMENT AGREEMENT dated
October 26, 2000, between the Tribe and the Manager, as assignee, is amended and restated in its entirety by this Agreement. All capitalized terms are defined in Section 2.

1.    Recitals.

1.1The Tribe is recognized as the United Auburn Indian Community of the Auburn Rancheria of California. On September 17, 2002, the United
States Department of the Interior accepted certain land located in Placer County, California, and legally described on Exhibit A attached hereto (the "Property"), into trust for the Tribe for
gaming purposes.

1.2With the assistance of Manager, the Tribe intends to operate a permanent Class II Gaming and Class III
Gaming facility. Both the Tribe and the Manager intend that the Tribe, as the true and only owner, will control the policy and operating decisions regarding the Enterprise as defined herein. Both the
Tribe and the Manager intend that the Manager shall make day-to-day operational and management decisions as set forth inSection 4of this
Agreement, and shall be compensated for this service as provided in this Agreement. This Agreement sets forth the manner in which the Enterprise will be managed.

1.3The Tribe desires to use the Property to improve the economic conditions of its members, to enable it to serve the
social, economic, educational and health needs of the Tribe, to increase the revenues of the Tribe and to enhance the Tribe's economic self sufficiency and self determination.

1.4The Tribe wishes to establish an Enterprise to conduct Class II Gaming and Class III Gaming, pursuant to
the Compact, on the Property. As of the date of execution of this Agreement, the Tribe and the State of California have executed the Compact, which has been approved by the Secretary of
the Interior, and intend that Class III Gaming shall occur only as provided by the terms of the Compact, as it may be amended or superseded by subsequent compacts.

1.5Manager has agreed to certain terms and has represented to the Tribe that it has the managerial expertise to commence the
operation of the Enterprise on the Property and to continue to operate the Enterprise throughout the duration of this Agreement.

1.6The Tribe is seeking technical experience and expertise for the operation of the Enterprise and instruction for members
of the Tribe in the operation of the Enterprise. Manager is willing, and has represented to the Tribe that it is able to provide such experience, expertise and instruction.

1.7During the term of this Agreement, the Tribe desires to grant Manager the exclusive right and obligation to manage,
operate and maintain the Enterprise and to train Tribal members and others in the operation and maintenance of the Enterprise. Manager wishes to perform these services for the Tribe.

1.8This Agreement is entered into pursuant to the Indian Gaming Regulatory Act of 1988, PL 100-497, 25 U.S.C. §
2701 et. seq. (the "IGRA"), as that statute may be amended. All gaming conducted as part of the Enterprise will at all times comply with the IGRA,
applicable Tribal law and the Compact.

1

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2.    Definitions. In addition to other terms which are defined elsewhere in this Agreement, the following terms, for purposes of this
Agreement, shall have the meanings set forth in this Section:

"Affiliate" shall mean the Manager or the Tribe, any corporation, partnership, limited liability company, joint venture, trust, department
or agency or individual or other entity controlled by, under common control with, or which controls, directly or indirectly Manager or the Tribe, as appropriate. For purposes of this Agreement, the
term "control" means the ability, directly or indirectly, by contract, ownership of securities or other interests or otherwise to affect the management and policies of a person or entity.

"Agreement" shall mean this Second Amended and Restated Management Agreement, as amended or modified from time to time.

"Annual Business Plan, Annual Operating Budget and Annual Capital Budget" shall mean the business plan, operating budget and capital
budget described in Section 4.11.

"Approval Date"shall mean the date which is five (5) days following the date on which the last of each and
all of the following listed conditions are satisfied:



2

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The
party to this Agreement that is responsible for taking any action or obtaining any approval described in (a) through (l) above shall, upon completion or receipt, give the other party
written notice of such completion or receipt.

"Architect"shall mean the architectural firm selected in accordance with Section 4.1 of the Development Services Agreement.

"BIA" shall mean the Bureau of Indian Affairs under the Department of the Interior of the United States of America.

"Business Board" shall mean the decision making body created by the Tribe pursuant to Section 3.4of this
Agreement.

"Capital Budget" shall mean the capital budget described in Section 4.11.

"Capital Replacement(s)"shall mean any alteration or rebuilding or renovation of the Facility, and any
replacement of Furnishings and Equipment, the cost of which is capitalized and depreciated, rather than being expensed, applying GAAP, as described in Section 4.13.

"Capital Replacement Reserve" shall mean the reserve described in Section 4.14, into which periodic contributions are paid pursuant
toSection 4.15.

"Cash Flow from Operations" means net income of the Enterprise (before extraordinary items), plus (to the extent subtracted in such
calculation of net income of the Enterprise) depreciation, amortization, all other non-cash expenses, interest expense and Management Fee, all computed in accordance with GAAP consistently
applied.

"Class II Gaming" shall mean Class II Gaming as defined in the IGRA.

"Class III Gaming" shall mean Class III Gaming as defined in the IGRA.

"Collateral Agreements" shall mean any agreements defined to be collateral agreements by the phrase found at 25 U.S.C. §
2711(a)(3) and regulations issued thereto at 25 C.F.R. § 502.5.

"Commencement Date" shall mean the first date that the Facility is complete, open to the public and that Gaming is conducted in the
Facility as provided in this Agreement.

"Compact" shall mean the Tribal-State Compact between the Tribe and the State, executed with the State of California on
September 10, 1999, as approved pursuant to the IGRA, as the same may, from time to time, be amended, or such other compact that may be substituted therefor.

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"Compensation" shall mean the direct salaries and wages paid to, or accrued for the benefit of, any employee, including incentive
compensation, together with all fringe benefits payable to or accrued for the benefit of such employee, including employer's contribution under F.I.C.A., unemployment compensation or other employment
taxes, pension fund contributions, workers' compensation, group
life, accident and health insurance premiums and costs, and profit sharing, severance, retirement, disability, relocation, housing and other similar benefits.

"Completion Date" shall mean the date upon which the Tribe receives:



"Confidential Information" shall mean the information described in Section 9.26.

"Depository Account" shall mean the bank account described in Section 4.20.3.

"Developer"shall mean Station Development, LLC, a California limited liability company and wholly-owned
subsidiary of Station Casinos, Inc.

"Development Services Agreement" shall mean that certain Amended and Restated Development Services Agreement, dated October 26, 2000,by and between Developer and the Tribe, providing the terms under which
Developer and the Tribe will together develop the Facility, including, without limitation, design,
financing, construction, furnishing and equipping same. If any provisions of the Development Services Agreement vary from those in this Agreement, the provisions of this Agreement shall govern as to
this Agreement.

"Disbursement Account" shall mean the bank account described inSection 4.20.4.

"Emergency Condition" shall have the meaning set forth in Section 4.13.

"Enterprise" shall mean the enterprise of the Tribe created by the Tribe to engage in Class II Gaming and Class III Gaming
at the Facility, and which shall include any other lawful commercial activity allowed in or at the Facility including, but not limited to, the sale of food and alcohol, tobacco, gifts and souvenirs;
any entertainment facilities, restaurant, convention and meeting facilities, child care facility, convenience store, parking, or service station.

"Enterprise Bank Accounts"shall mean those accounts described inSection
4.20.1.

"Enterprise Employee"shall mean all Manager Employees and Tribal Employees who are assigned to work at the Facility.

"Enterprise Employee Policies" shall mean those employee policies described in Section 4.6.2.

"Event of Default" shall have the meaning as set forth in Section 11.

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"Facility" shall mean all buildings, structures and improvements located on the Property and all fixtures, Furnishings and Equipment
attached to, forming a part of the Project, or necessary or useful for the operation of the Enterprise.

"Financing" shall mean the loans to the Tribe for the Project to be made pursuant to the Financing Agreements.

"Financing Agreements"shall mean the agreements referenced inSection 9.1of the
Development Services Agreement in a principal amount of up to TWO HUNDRED TWENTY-FIVE MILLION DOLLARS ($225,000,000.00), or such other amount as the parties agree is
appropriate, to be entered into by the Tribe as borrower or obligor, the proceeds of which are to be used exclusively to develop,
design, construct, furnish and equip the Facility and provide start-up and working capital for the Enterprise and to retire the obligations of the Tribe as evidenced by the financing agreements.

"Financing Plan"shall have the meaning described inSection 9.1of the Development
Services Agreement.

"Fiscal Year" shall mean the period commencing on January 1 of each year and ending on December 31 of the subsequent year.

"Furnishings and Equipment" shall mean all approved furniture, furnishings and equipment required for the operation of the Enterprise in
accordance with the standards set forth in this Agreement, including, without limitation:



"Gaming" shall mean any and all activities defined as either Class II Gaming or Class III Gaming under the IGRA and Class III Gaming as
authorized under the Compact.

"Gaming Facility" shall mean those areas of the Facility where Gaming is conducted.

"Gaming Operating Expenses" shall mean all Gaming related expenses of the operation of the Enterprise determined in accordance with GAAP,
consistently applied. Gaming Operating Expenses shall include, without limitation: (i)all Gaming related Promotional Allowances;(ii)all accrued interest expense; and(iii)depreciation and amortization as more fully set forth at Section 4.12.2, but shall not include the Management Fee, or any costs or premiums
associated with any future financing or refinancing.

"General Manager"shall mean the person employed by the Tribe on the recommendation and advice of the Manager to direct the operation of
the Enterprise.

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"Generally Accepted Accounting Principles" or"GAAP"shall mean generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

"Governmental Action"shall mean any resolution, ordinance, statute, regulation, order or decision, regardless of how constituted , having
the force of law or legal authorization of the Tribe or any instrumentality or agency of the Tribe.

"Gross Gaming Revenue"shall mean the gross revenues from Gaming activities, determined in accordance with GAAP consistently applied.

"Gross Revenues"shall mean all revenues of any nature derived directly or indirectly from the Enterprise including, without limitation,
Gross Gaming Revenue, food and beverage sales, entertainment and retail sales, parking fees and other rental or other receipts from lessees, sublessees, licensees and concessionaires (but not the
gross receipts of such lessees, sublessees, licensees or concessionaires, provided that such lessees, sublessees, licensees and concessionaires are not subsidiaries or affiliates of Manager or the
Tribe), and revenue recorded for Promotional Allowances.

"House Bank" shall mean the amount of cash, chips, tokens and plaques that Manager from time to time determines necessary to have at the Facility daily to meet
its cash needs. The maximum and minimum amounts shall be subject to approval of the Business Board.

"IGRA" shall mean the Indian Gaming Regulatory Act of 1988, PL 100-497, 25 U.S.C. § 2701et.
seq., as same may, from time to time, be amended.

"Indemnitees" shall have the meaning described at Section 9.29.

"Internal Control Systems" shall mean the systems described in Section 4.18.

"Legal Requirements"shall mean any and all present and future federal, State, local and Tribal judicial,
administrative, or legislative rulings or decisions, as well as any and all present and future federal, state, local or Tribal laws, codes, rules, regulations, permits, licenses and certificates, in
any way applicable to the Tribe, Manager, the Property, the Facility, and the Enterprise, including, without limitation, the IGRA, the Compact and the Tribal Gaming Ordinance, as then currently in
effect.

"Lender"shall mean any of the persons, entities or financial institutions providing funds pursuant to the Financing Agreements.

"Major Shareholder"shall mean each person or entity who is one of the ten (10) largest holders of issued and outstanding stock of
Manager alone or in combination with another stockholder who is a spouse, parent, child or sibling.

"Management Agreement"shall mean this Agreement as currently executed or as amended and approved by the NIGC pursuant to the IGRA and may
be referred to herein as the "Agreement."

"Management Fee" shall mean the management fee described in Section 6.6.

"Manager"shall mean Station California, LLC, a California limited liability company and wholly-owned subsidiary
of Station Casinos, Inc., or a person or persons designated by Station California, LLC to act on behalf of Station California, LLC.

"Manager Employees"shall mean those employees of the Manager or its Affiliates who are working at the Facility or for the Enterprise with
the written approval of the Business Board and are not Employees of the Tribe. The parties anticipate that there will be relatively few Manager Employees. Manager Employees are persons retained by
Manager to perform the duties and obligations of Manager with respect to the day to day operation of the Enterprise. During the course of employment

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at the Facility or for the Enterprise, the reasonable compensation of the Manager Employees, as determined by the Business Board, shall be an Operating Expense. Pursuant to the provisions of Section 4.6.8(e)of this Agreement, by the end of the Term of this Agreement, all Enterprise Employees will be Tribal Employees.

"Manager Representatives"shall have the meaning set forth inSection 3.4.1.

"Marketing Plan" shall have the meaning set forth in Section 4.7.

"Material Breach" means a failure of either party to perform any material duty or obligation on its part under this Agreement or any
material agreement or instrument necessary for the implementation of this Agreement for any thirty (30) consecutive days after written notice.

"Member of the Tribal Council"shall have the meaning described inSection 10.1.

"Minimum Balance" shall mean the amount described in Section 4.19.1.

"Minimum Monthly Payment" shall mean that payment due the Tribe each month in accordance with Section 6.4.1of this Agreement.

"Monthly Distribution Payment" shall have the meaning set forth in Section 6.3.

"National Indian Gaming Commission" or "NIGC"shall mean the commission established pursuant to 25 U.S.C.
§ 2704.

"NEPA" shall mean the National Environmental Policy Act.

"Net Revenues (gaming)"shall mean Gross Gaming Revenues of the Enterprise from Class II Gaming or
Class III Gaming less(i)amounts paid out as, or paid for prizes, and(ii)all Gaming Operating
Expenses, excluding the Management Fee. Notwithstanding the foregoing, the following shall be excluded from Net Revenues (gaming):



It
is intended that this provision be consistent with 25 U.S.C. § 2703(9).

"Net Revenues (other)" shall mean all Gross Revenues of the Enterprise from all sources not included in Net Revenues (gaming) less all Non-Gaming Operating
Expenses. Notwithstanding the foregoing, the following shall be excluded from Net Revenues (other):



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It
is intended that this provision be consistent with 25 U.S.C. § 2703(9).

"Non-Gaming Operating Expenses" shall mean all non-Gaming expenses of the operation of the Enterprise determined in accordance with GAAP, consistently applied.
Non-Gaming Operating Expenses shall include, without limitation: (i)any non-Gaming related Promotional Allowances;(ii)all
accrued interest expense; and(iii)depreciation and amortization as more fully set forth at Section 4.12.2, but shall not include the Management Fee,
or any costs or premiums associated with any future financing or refinancing.

"Off-Site Employees"shall mean such employees of Manager or Manager's Affiliates who are not located at the Facility, but who are used by
Manager to provide services to the Enterprise as described inSection 4.6.4.

"Operating Expenses" shall mean the amount which is equal to the sum of (i)Gaming Operating Expenses and(ii)Non-Gaming Operating Expenses.

"Operating Supplies"shall mean food and beverages (alcoholic and nonalcoholic) and other consumable items used in the operation of a
gaming facility, such as playing cards, tokens, chips, pull-tabs, bingo paper, plaques, fuel, soap, cleaning materials, matches, paper goods, stationery and all other similar items.

"Permitted Investments" shall mean any of the following or any combination of one or more thereof:



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"Plans and Specifications" shall mean the final Construction Documents approved for the Facility as described in the Development Services
Agreement.

"Pre-Opening Budget"shall have the meaning described inSection 4.9.1.

"Pre-Opening Expenses" shall have the meaning described in Section 4.9.1.

"Project" shall consist of the construction of the Facility containing, but not limited to, the following elements: a Gaming Facility and
related space in support of the Gaming Facility; an entertainment facility; food and beverage facilities; parking facilities; retail space; and infrastructure improvements to support the Facility, as
well as any modifications of the foregoing elements agreed to by the parties.

"Promotional Allowances"shall mean the retail value of transportation, complimentary hotel accommodations, food, beverages, merchandise,
chips, tokens, entertainment, or services provided to patrons for promotional purposes.

"Property" shall have the meaning described in Recital 1.1.

"Qualified" shall mean a member of the Tribe, a member's spouse or children, or a business entity certified by the Tribe to be controlled by members of the Tribe,
who or which is able to provide services at competitive prices, has demonstrated skills and abilities to perform the tasks to be undertaken in an acceptable manner, to Manager's reasonable
satisfaction, and can meet the reasonable bonding requirements of Manager.

"Recommencement" shall have the meaning described in Section 4.4.1.

"Relative" shall have the meaning as set forth in Section 10.1.

"Staffing Plan" shall have the meaning described at Section 4.9.2.

"State"shall refer to the State of California.

"Station Casinos, Inc."shall mean Station Casinos, Inc., a Nevada corporation.

"Term" shall mean the term of this Agreement as described in Section 3.2.

"Total Net Revenues" shall mean the amount which is equal to the sum of Net Revenues (gaming) and Net Revenues
(other).

"Tribal Council" shall mean the governing body of the Tribe composed of the duly elected officers of the Tribe.

"Tribal Employees" shall mean those employees working for the Enterprise who are not Manager Employees, as described in Section 4.6.3.

"Tribal Gaming Agency" shall mean the commission established by the Tribe pursuant to the Tribal Gaming Agency Ordinance with the
responsibility to regulate Gaming on the reservation pursuant to the Legal Requirements.

"Tribal Gaming Agency Ordinance"shall mean the legislation enacted by the Tribe creating the Tribal Gaming
Agency.

"Tribal Gaming Ordinance" or "Gaming Ordinance"shall mean the legislation and any amendments thereto as enacted by the Tribe on
November 8, 1999, and approved by the NIGC on February 24, 2000, pursuant to the IGRA authorizing Class II Gaming and Class III Gaming on Tribal lands subject to the governmental
power of the Tribe.

"Tribal Representatives" shall mean the Tribal delegates serving on the Business Board as more fully described in Section 3.4.

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"Tribe" shall mean the United Auburn Indian Community, a federally recognized Indian tribe.

"Year End Operating Statements" shall have the meaning described in Section 6.7.

3.    Covenants.In consideration of the mutual covenants, conditions and promises contained in this Agreement, the
Tribe and Manager agree and covenant as follows:

3.1    Engagement of Manager.The Tribe hereby engages Manager as an independent contractor as the exclusive manager of the
Enterprise pursuant to the terms and conditions of this Agreement, and Manager hereby accepts such engagement, subject to receipt of all necessary regulatory approvals.

3.2 Term.The term of this Agreement shall begin on the date this Agreement is approved by the Chairman of the NIGC, and, subject to Section 4.4.4, continue for a
period of seven (7) years after the Commencement Date.

3.3 Access to Property.The Tribe represents and covenants that Manager shall and may peaceably have complete access to and presence in
the Property and the Facility in accordance with the terms of this Agreement, free from molestation, eviction and disturbance by the Tribe or by any other person or entity; provided, however, that such
right of access to and presence in the Facility shall cease upon the termination of this Agreement pursuant to its terms; provided,
further, that such right to access and presence in the Facility shall not be considered to be a transfer or conveyance to any right, title, or interest in the Property or any other land or real
property; and provided further that if the Manager's license is revoked by the Tribal Gaming Agency pursuant to this Agreement, Manager's access and presence in the Property and the Facility shall be
limited to recovery of Manager's books, records and personal property of Manager and shall be terminated thereafter.

3.4 Creation and Operation of Business Board.



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3.5 Manager Compliance with Law; Licenses.Manager covenants that it will at all times comply with all Legal Requirements, including the
Tribal Gaming Ordinance, the IGRA, the Compact, California statutes, to the extent applicable, and any licenses issued under any of the foregoing. The Tribe shall not unreasonably withhold, delay,
withdraw, qualify or condition such licenses as the Tribe is authorized to grant.

3.6 Amendments to Tribal Gaming Ordinance.The Tribe covenants that any amendments or modifications made to the Tribal Gaming Ordinance
will be a legitimate effort to ensure that Gaming is conducted in a manner that adequately protects the environment, the public health and safety, and the integrity of the Enterprise. The Tribe shall
give the Manager at least ten (10) business days' notice of any proposed amendments or modifications to the Tribal Gaming Ordinance. The adoption of any amendments or modifications to
the Tribal Gaming Ordinance or any other Tribal legislation or resolutions that would materially and adversely affect Manager's rights under this Agreement or any related agreement shall be a Material
Breach of this Agreement.

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3.7 Tribe's Compliance with Law.The Tribe covenants that it will at all times comply with the provisions of the Compact, the IGRA and any
related Legal Requirements. The Tribe further covenants that it will not violate the Compact, IGRA, applicable federal or state laws or regulations, where such violation would place at risk Manager's
license(s) with the Tribe, the State of California or any other jurisdiction or regulatory authority.

3.8 Fire and Safety.Subject to the oversight of the Business Board, Manager shall be responsible to oversee the maintenance of the
Facility in compliance with the Compact and all standards referenced therein. Nothing in thisSection 3.8shall grant any jurisdiction to the
State of California or any political subdivision thereof over the Enterprise. To the extent that such jurisdiction is provided by the Compact, both parties shall take all necessary action to provide
access to the Enterprise and otherwise facilitate the exercise of jurisdiction. The Tribe shall be responsible for arranging fire protection, emergency ambulance and medical services and police
services for the Facility. The cost actually incurred in good faith of such increased public safety services after the Commencement Date shall be an Operating Expense.

3.9 Compliance with the National Environmental Policy Act.With the assistance of Manager as requested by the Tribe, the Tribe is
responsible for and shall supply the NIGC with all information necessary for the NIGC to comply with any regulations of the NIGC issued pursuant to NEPA. The cost of any such compliance shall
constitute an Operating Expense.

3.10 Satisfaction of Approval Date Requirements.Manager and the Tribe each agree to cooperate and to use their best efforts to satisfy
each and every condition of the Approval Date at the earliest possible date.



3.11    Commencement Date.Manager shall memorialize the Commencement Date in a writing signed by Manager and delivered to the
Tribe.

3.12    All Gaming in Compliance with the IGRA.All Gaming covered by this Agreement shall be conducted in accordance with the
IGRA, the Compact, and the governing law of the Tribe.

3.13    Best Efforts; Covenant of Good Faith and Fair Dealing.The Tribe and Manager agree to use their best efforts and to act
in good faith in dealing with one another pursuant to this Agreement. Manager and the Tribe hereby specifically warrant and represent to each other that neither shall act in any manner which would
cause this Agreement to be altered, amended, modified, canceled, or terminated (except as specifically provided in this Agreement) without the consent of the other. The Tribe and Manager further
warrant and represent that they shall take all actions necessary to ensure that this Agreement shall remain in good standing at all times and will fully cooperate with each other in achieving the
goals of this Agreement.

3.14    Financing Agreements.The Tribe, the Manager and their Affiliates shall comply with the affirmative and negative
covenants which they made in the Financing Agreements.

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3.15    Affiliates.The Tribe shall cause its Affiliates to comply with and act in a manner consistent with this Agreement.

3.16    Licensing of Manager by Tribal Gaming Agency.The Tribe shall include in its Tribal Gaming Agency Ordinance a provision
that Manager or its Affiliate shall be provided appropriate due process procedures with respect to the resolution of disputes concerning the issuance, non-issuance, renewal, non-renewal, condition,
suspension, denial or revocation of any license to Manager or Affiliate by the Tribal Gaming Authority and such provision shall remain in full force and effect during the term of this Agreement.

4.    Business and Affairs in Connection with Enterprise.

4.1    Manager's Authority and Responsibility.Upon and after the Commencement Date, Manager shall
conduct and direct all business and affairs in connection with the day-to-day operation, management and maintenance of the Enterprise and the Facility, including the establishment of operating days
and hours, subject to the approval of the Business Board, and the duties expressly provided for inSection 4.2below. It is the parties'
intention that the Facility be open twenty-four (24) hours daily, seven (7) days a week. Manager is hereby granted the necessary power and authority to act, through the General Manager,
in order to fulfill all of its responsibilities under this Agreement. The Manager also shall be responsible for certain pre-opening activities set forth in Section 4.9below. Manager hereby accepts
such retention and engagement. Nothing herein grants or is intended to grant Manager a titled interest
to the Facility or to the Enterprise. The Tribe shall have the sole proprietary interest in and ultimate responsibility for the conduct of all Gaming conducted by the Enterprise, subject to the rights
and responsibilities of Manager under this Agreement.

4.2    Duties of Manager.In managing, operating, maintaining and repairing the Enterprise, under this Agreement, Manager's
duties shall include, without limitation, the following:



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4.3    Security.Subject to the approval of the Business Board, Manager shall provide for appropriate security for the operation
of the Enterprise. All aspects of the Facility security shall be the responsibility of Manager. Security officers may be bonded and insured in an amount commensurate with their enforcement duties and
obligations. The costs actually incurred in good faith of any charge for security and increased public safety services will be an Operating Expense.

4.4    Damage, Condemnation or Impossibility of the Enterprise.If, during the term of this Agreement, the Facility is damaged
or destroyed by fire, war, or other casualty, or by an Act of God, or is taken by condemnation or sold under the threat of condemnation, or if Gaming on the Property is prohibited as a result of a
decision of a court of competent jurisdiction or by operation of any applicable legislation, Manager shall have the following options:



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4.5    Alcoholic Beverages and Tobacco Sales.During the term of this Agreement alcoholic beverages shall be sold and served at
the Facility if permissible in accordance with Legal Requirements. The parties acknowledge that enabling Tribal legislation for the sale of alcoholic beverages is required if not now in force, and
that such legislation would be necessary in order to serve alcoholic beverages at the Facility. The Tribe agrees to enact and perfect such legislation, and use best efforts to obtain any and all other
requisite approvals as soon as possible, including, without limitation, publication of such legislation governing the sale of alcoholic beverages in the Federal Register, pursuant to 18 U.S.C.
§1154 and §1161, but in no event later than thirty (30) days prior to the Commencement Date. The Tribe and Manager hereby mutually agree to include service of such beverages
within the Enterprise. Tobacco may also be sold at the Facility subject to and in accordance with the Tribe's licensing requirements, if any.

4.6    Employees.



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4.7    Marketing.At least three (3) months before the Completion Date, Manager shall prepare a comprehensive plan for
advertising and marketing the Facility ("Marketing Plan"). Prior to the execution of any contract for the purchase of advertising, or the employment of
any agency to implement the Marketing Plan, the Marketing Plan shall be presented to the Business Board for review and approval.

4.8    Additional Land.The Tribe may purchase additional land in its own name for non-gaming purposes such as parking, training
or storage of material and supplies. The acquisition and development of such land shall be a capital expenditure of the Tribe. Such expense shall not constitute an Operating Expense or other expense
of the Enterprise. Notwithstanding the foregoing, if such additional land is used by the Enterprise, the Tribe may charge rent so long as it is reasonable and fair based on current market prices.

4.9    Pre-Opening.



4.10    Operating Capital.The operating capital for the Enterprise shall be provided by the Tribe from the proceeds of the
Financing.

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4.11    Annual Business Plan, Annual Operating Budget and Annual Capital Budget.





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4.12    Adjustments to Annual Business Plan, Annual Operating Budget and Annual Capital Budget.Manager may, after notice to and
approval by the Business Board, revise the Annual Business Plan, Annual Operating Budget and Annual Capital Budget from time to time, as necessary, to reflect any unpredicted significant changes,
variables or events or to include significant, additional, unanticipated items of expense. Manager may, after notice to the Business Board, reallocate part or all of the amount budgeted with respect
to any line item to another line item and to make such other modifications to the Annual Business Plan, Annual Operating Budget and Annual Capital Budget as Manager deems necessary, provided that the
total adjustments to the Annual Business Plan, Annual Operating Budget and Annual Capital Budget shall not exceed one hundred ten percent (110%) of the aggregate approved Annual Business Plan, Annual
Operating Budget and Annual Capital Budget without approval of the Business Board. Manager shall submit a revision of the Annual Business Plan, Annual Operating Budget and Annual Capital Budget to the
Business Board for review on a quarterly basis. In addition, in the event actual Gross Revenues for any period are greater than those provided for in the Annual Business Plan, Annual Operating Budget
and Annual Capital Budget, the amounts approved in the Annual Business Plan, Annual Operating Budget and Annual Capital Budget for all variable costs, including but not limited to, guest services,
food and beverage, telephone, utilities, marketing and the repair and maintenance of the Facility for any month shall be automatically deemed to be increased to an amount that bears the same
relationship (ratio) to the amounts budgeted for such items as actual Gross Revenue for such month bears to the projected Gross Revenue for such month. The Tribe acknowledges that the Annual Business
Plan, Annual Operating Budget and Annual Capital Budget are intended only to be a reasonable estimate of the Enterprise's revenues and expenses for the ensuing Fiscal Year. Manager shall not be deemed
to have made any guarantee concerning projected results contained in the Annual Business Plan, Annual Operating Budget and Annual Capital Budget.



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4.13    Capital Replacements.The Tribe shall effect and expend such amounts for any Capital Replacements as shall be required,
in the course of the operation of the Enterprise, to maintain, at a minimum, the Enterprise in compliance with any Legal Requirements and to comply with Manager's recommended programs for renovation,
modernization and improvement intended to keep the Enterprise competitive in its market, to maintain industry standards; or to correct any condition of an emergency nature, including, without
limitation, maintenance, replacements or repairs which are required to be effected by the Tribe, which in Manager's sole discretion requires immediate action to preserve and protect the Facility,
assure its continued operation, and/or protect the comfort, health, safety and/or welfare of the Facility's guests or employees (an "Emergency
Condition"); provided,however, that the Tribe shall be under no obligation to fund Capital Replacements in aggregate amount
greater than its periodic required contributions to the Capital Replacement Reserve described inSection 4.14. Manager is authorized to take all
steps and to make all expenditures from the Disbursement Account, described atSection 4.20.4(in the case of non-capitalized repairs and maintenance),
or Capital Replacement Reserve, described atSection 4.14, (in the case of expenditures for Capital Replacements) as it deems necessary to repair
and correct any Emergency Condition, regardless whether such provisions have been made in the Capital Budget or the Operating Budget and Annual Plan for any such expenditures; or the cost thereof may
be advanced by Manager and reimbursed from future revenues. Design and installation of Capital Replacements shall be effected in a time period and subject to such conditions as the Business Board may
establish to minimize interference with or disruption of ongoing operations.

4.14    Capital Replacement Reserve.The Tribe retains complete ownership of the Facility. Manager shall establish a Capital
Replacement Reserve on behalf of the Tribe on the books of account of the Enterprise, and the periodic contributions of cash required by Section 4.15shall be deposited by the Manager into an
account (the "Capital Replacement
Reserve") established in the Tribe's name at a bank designated by the Business Board in accordance withSection 4.20.1of
this Agreement. All amounts in the Capital Replacement Reserve shall be invested in Permitted Investments in accordance withSection 4.20.6to
the extent that availability of funds, when required, is not thereby impaired. Interest earned on amounts deposited in the Capital Replacement Reserve shall be credited to the Capital Replacement
Reserve and shall be available for payment of expenditures for Capital Replacements to the Facility. Manager shall draw on the Capital Replacement Reserve for Capital Replacements to purchase those
items included in the Capital Budget approved by the Business Board or such emergency additions, repairs or replacements as shall be required to correct an Emergency Condition or to comply with
operating standards.

4.15    Periodic Contributions to Capital Replacement Reserve.In accordance with Section 6.3of this Agreement, Manager shall make monthly
deposits on behalf of the Tribe from funds otherwise due and payable to the Tribe after
the calculation of the Management Fee into the Capital Replacement Reserve in amounts equivalent to an annual rate of two percent (2%) of Gross Revenues. The cash amounts required to be so deposited
shall be calculated and deposited into the Capital Replacement Reserve, in arrears, no later than the fifteenth (15th) day of the month immediately following the month with respect to which a deposit
is made. If any adjustment of Gross Revenues is made as a result of an audit or for other accounting reasons, a corresponding adjustment in the Capital Replacement Reserve deposit shall be made. In
addition, proceeds from the sale of capital items no longer needed for the operation of the Enterprise, and the proceeds of any insurance received in reimbursement for any items previously paid for
from the Capital Replacement Reserve, may be

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deposited into the Capital Replacement Reserve upon receipt as determined by the Business Board, but in any event any such deposit shall reduce the amount otherwise required by like amount.

4.16    Use and Allocation of Capital Replacement Reserve.Any expenditures for Capital Replacements which have been budgeted
and previously approved may be paid from the Capital Replacement Reserve without further approval from the Tribe. Any amounts remaining in the Capital Replacement Reserve at the close of any year
shall be carried forward and retained in the Capital Replacement Reserve until fully used. If amounts in the Capital Replacement Reserve at the end of any year plus the anticipated contributions to
the Capital Replacement Reserve for the next ensuing year are not sufficient to pay for Capital Replacements authorized by the Capital Budget for such ensuing year, then additional funds, in the
amount of the projected deficiency, may be advanced by the Manager and reimbursed by the Enterprise from future revenues.

4.17    Contracting Preference.In entering into contracts for the supply of goods and services for the Enterprise, Manager
shall, to the extent permitted by applicable law, give preference to Qualified members of the Tribe, their spouses and children, and Qualified business entities certified by the Tribe to be controlled
by members of the Tribe. Manager shall to the extent commercially practicable provide written notice to the Tribe in advance of all such contracting, subcontracting and construction opportunities.
Manager shall notify the Business Board of any contract awarded to a member of the Tribe.

4.18    Internal Control Systems.Manager shall install systems for monitoring of all funds (the
"Internal Control Systems"), which systems shall comply with all Legal Requirements, and shall be submitted to the Business Board and the Tribal Gaming
Agency for approval in advance of implementation. The Tribe shall retain the right to review all Internal Control Systems and any changes instituted to the Internal Control Systems of the Enterprise.
The Tribe shall have the exclusive right to select and retain an auditor to review the adequacy of the Internal Control Systems prior to the Commencement Date, and to review the books of account of
the Enterprise from time to time. The cost of such review prior to the Commencement Date shall be a Pre-Opening Expense, and after the Commencement Date the costs for the auditor shall be an Operating
Expense. Any significant changes in such systems after the Commencement Date also shall be subject to review and approval by the Business Board. The Business Board and Manager shall have the right and
duty to maintain and police the Internal Control Systems
in order to prevent any loss of proceeds from the Enterprise. The Tribal Gaming Agency shall have the right to inspect and oversee the Internal Control System at all times. Manager shall install a
closed circuit television system to be used for monitoring the cash handling activities of the Enterprise sufficient to meet all Legal Requirements.

4.19    Surveillance System.A surveillance system (including, without limitation, closed-circuit television) for monitoring the
activities of the customers, employees, supervisors and management personnel, as well as the tracking of the movement of all funds into, within and out of the Enterprise, shall be maintained, at the
election of the Business Board, by the Manager or the Tribal Gaming Agency.

4.20    Banking and Bank Accounts.



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4.21    Insurance.Manager, on behalf of the Tribe, shall arrange for, obtain and maintain, or cause its agents to maintain,
with responsible insurance carriers licensed to do business in the State of California, insurance (including coverage of public liability and property loss or damage) satisfactory to Manager and the
Business Board covering the Facility and the operations of the Enterprise, naming the Tribe, the Enterprise, Manager, and Manager's Affiliates as insured parties.

4.22    Accounting and Books of Account.



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4.23    Retail Shops and Concessions.With respect to the operation of the shops and concessions located within the Enterprise,
the Business Board shall approve in advance in writing the specific type or types of shops or concessions proposed by Manager to be authorized for inclusion in the Enterprise.

4.24    Entertainment Approvals.In the event that Manager shall determine to provide entertainment and/or sporting events to
the public at the Enterprise, the type of entertainment will be subject to approval by the Business Board.

5.    Liens.

5.1    Representation and Warranty.Subject to the exceptions hereinafter stated in Section 5.2, the Tribe specifically warrants and represents to Manager that during the term of this Agreement the Tribe shall not act in any way
whatsoever, either directly or indirectly, to cause or suffer any person or entity to become an encumbrancer or lienholder of the Enterprise, other than Manager or Lender, or to allow any person or
entity to obtain any interest in this Agreement without the prior written consent of

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Manager, and, where applicable, consent from the BIA or NIGC. Manager specifically warrants and represents to the Tribe that during the term of this Agreement Manager shall not act in any way,
directly or indirectly, to cause any person or entity to become an encumbrancer or lienholder of the Enterprise, or to obtain any interest in this Agreement without the prior written consent of the
Tribe, and, where applicable, the BIA or NIGC. The Tribe and Manager (to the extent within the Manager's control) shall keep the Enterprise free and clear of all enforceable mechanics' and other
enforceable liens resulting from the construction of the Facility and all other enforceable liens which may attach to the Enterprise, which shall at all times remain the property of the United States
in trust for the Tribe. If any such lien is claimed or filed, it shall be the duty of the Tribe to discharge the lien within thirty (30) days after having been given written notice of such
claim, either by payment to the claimant, by the posting of a bond and the payment into the court of the amount necessary to relieve and discharge the Enterprise from such claim, or in any other
manner which will result in the discharge or stay of such claim, and Manager is authorized to act in behalf of the Tribe to discharge any liens.

5.2    Exceptions.The Tribe shall have the right to grant security interests in Enterprise revenues subordinated to the
interests of the Manager, as well as first priority security interests in any Enterprise assets but only if such security interests are granted to secure loans made to and for the benefit of the
Enterprise, and Manager has been offered a prior opportunity to make such loans on similar financial terms.

6.    Management Fee, Reimbursements, Disbursements, and Other Payments by Manager.

6.1    Disbursements.As and when received by the Enterprise, Gross Revenues shall be deposited in the
Depository Account created pursuant toSection 4.20.3of this Agreement. There shall, in turn, be disbursed as directed by Manager, on no less
frequently than a monthly basis, for and on behalf of the Tribe, funds from the Enterprise Bank Account(s) to pay, to the extent available, Operating Expenses and required deposits into the Capital
Replacement Reserve for Capital Replacements. The Manager shall be responsible for assuring that the bills and expenses of the Enterprise are paid out of Gross Revenues or the proceeds of the
Financing. Subject to the reasonable approval of the Business Board, Manager will reserve funds in the Enterprise in amounts equal to the Minimum Balance, and Manager may increase the Minimum Balance,
at any time during the first year following the Commencement Date to reflect unanticipated working capital needs revealed by actual Enterprise operations. Additionally, Manager may, at its sole and
absolute discretion, advance any monies needed to cover any operating cash shortfall and shall be allowed to be reimbursed same in accordance with Section 9.12.

6.2    Adjustment to Bank Account.After the disbursements pursuant to Section 6.1, and establishment of any additional reserves for future
disbursements as Manager deems necessary and as are approved by the Business
Board, taking into account anticipated cash flow and Operating Expenses of the Enterprise, any excess funds remaining in the Enterprise Bank Account(s) over the Minimum Balance, the Capital
Replacement Reserve, and such additional reserves approved by the Business Board, shall be disbursed monthly in accordance withSection 6.3.

6.3    Payment of Fees and Tribe Disbursement.Within fifteen (15) days after the end of each calendar month of operations,
Manager shall calculate Gross Revenues, Operating Expenses, and Total Net Revenues (Net Revenues Gaming and Net Revenues Other) of the Enterprise for the previous month's operations and the year's
operations to date. Such Total Net Revenues, less any amount reasonably needed to maintain a Cash Contingency Reserve Fund as previously agreed upon by the Business Board, shall be disbursed from the
Enterprise Bank Account(s) to the extent available to pay the scheduled items to the extent due and payable and earned in the following order of priority:



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All
remaining Total Net Revenues (the"Monthly Distribution Payment") and cash from any prior period shall be distributed to the Tribe at the same time
the Management Fee is paid. The priority of payments from available funds which is described in thisSection 6.3does not control the calculation
of the amount of each of these obligations. The calculation of the amounts of these obligations shall be as otherwise provided by this Agreement. The Manager and the Tribe agree that they will
disburse all Total Net Revenues and pay all Operating Expenses in accordance with the terms of thisSection 6.3.

6.4    Monthly Payments.



6.5    Payment of Total Net Revenues.The Total Net Revenues paid to the Tribe pursuant to this Section 6shall be payable to a Tribal bank
account specified by the Tribal Council in a notice to Manager pursuant to Section 9.2.

6.6    Management Fee.Subject to the provisions ofSection 6.3, on or
before the fifteenth (15th) day of each month beginning in the first calendar month after the Commencement Date and ending on the seventh (7th) anniversary of the Commencement Date, Manager is
authorized by the Tribe to pay itself
from the Enterprise Bank Account(s) for seven (7) years a fee equal to twenty-four percent (24%) of Net Revenues (Gaming) and twenty-four percent (24%) of Net Revenues (Other). Unless otherwise
agreed to by the parties in writing, any remaining Management Fee due to the Manager at the end of the Term shall be paid to Manager by the Tribe within twenty-one (21) days of the end of the
Term.

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6.7    Annual Statement and Adjustment of Management Fee.Within ninety (90) days following the end of the Fiscal Year in
which the Commencement Date occurs and thereafter following the end of each Fiscal Year (or portion thereof) until the date all Management Fees are paid, the Tribe shall provide to Manager operating
statements derived from audited financial statements (the"Year End Operating Statements") for the preceding Fiscal Year, which after a full year of
operation will include comparative statements, which set forth among other things, Gross Gaming Revenue, Gross Revenues, Operating Expenses, Net Revenues (gaming), Net Revenues (other), Total Net
Revenues, Cash Flow from Operations and the amount of the Management Fee paid or payable to Manager pursuant toSection 6.6. Such statements
shall be prepared in accordance with GAAP, consistently applied and shall be certified as true and complete by nationally recognized independent auditors with demonstrated experience and expertise in
the gaming industry selected by the Tribe after consultation with Manager. Manager shall have the right to audit these Year End Operating Statements by examination of all or any part of the books and
records of the Enterprise as Manager, in its sole discretion, may require. To the extent that the Year End Operating Statements on Manager's audit determines that the Management Fees paid during the
preceding Fiscal Year require adjustment in order to accurately reflect the amount due as provided bySection 6.6of this Agreement, that
adjustment shall be made within fifteen (15) days of notification by Manager to the Tribe.

6.8    Manager's Compensation Cap.Notwithstanding any other provision in this Agreement to the contrary, pursuant to 25 C.F.R.
§ 531.1(i), all Gaming related fees and compensation received by Manager pursuant to this Agreement will not in the aggregate equal more than thirty percent (30%) (the
"Cap") of the Net Revenues (gaming) per annum. The parties acknowledge that all non-Gaming fees and compensation, including, but not limited to payments
made to Manager for advances, are not included in or subject to the Cap.

7.    Trade Names, Trade Marks and Service Marks.

7.1    Enterprise Name.The Enterprise shall be operated under a business name which readily identifies
the Enterprise to the public along with a reference to the Tribe or such other name as the parties may agree (the"Enterprise Name").

7.2    Marks.Prior to the Commencement Date and from time to time during the Term hereof, Manager agrees to erect and install,
in accordance with local codes and regulations, all signs Manager deems necessary in, on or about the Facility, including, but not limited to, signs bearing the Enterprise Name.
The costs of purchasing, leasing, transporting, constructing, maintaining and installing the required signs and systems shall be part of the Pre-Opening Expenses or Operating Expenses as appropriate.



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8.    Taxes.

8.1    State and Local Taxes.If the State of California or any local government attempts to impose any
tax including any possessory interest tax upon any party to this Agreement with respect to the Enterprise, the Facility or the Property, the Enterprise in the name of the appropriate party or parties
in interest, shall resist such attempt through legal action. ThisSection 8.1shall in no manner be construed to imply that any party to this Agreement
or the Enterprise is liable for any such tax.

8.2    Tribal Taxes.The Tribe agrees that neither it nor any agent, agency, affiliate or representative of the Tribe will
impose any taxes, fees, assessments or other charges of any nature whatsoever on payments of any debt service to Manager or any of its Affiliates or to any lender furnishing financing for the Facility
or for the Enterprise, or on the Enterprise, the Facility, the revenues therefrom or on the Management Fee as described inSection 6.6of this
Agreement. The Tribe further agrees that neither it nor any agent, agency, affiliate or representative will impose any taxes, fees, assessments or other charges of any nature whatsoever on the
salaries or benefits, or dividends paid to, any of Manager's or its Affiliates' stockholders, officers, directors, or employees, or any of the employees of the Enterprise; or any provider of goods,
materials or services to the Enterprise. In accordance withSection 12, Manager retains the right to terminate this Agreement and all
accompanying agreements if it reasonably determines that any statute, law, code or regulation of the Tribe renders operation of the Enterprise, or any component thereof, uncompetitive. The Tribe
agrees that, although it has the power to do so, it recognizes the importance of remaining competitive, and therefor it will not levy or assess any tax upon the sale of goods or services by the
Enterprise, including any goods or services supplied as Promotional Allowances. Except as otherwise provided herein, if any taxes, fees or assessments are levied by the Tribe, such taxes and
assessments shall constitute Operating Expenses of the Enterprise.

9.    General Provisions.

9.1    Situs of the Contracts.This Agreement and any other related agreements, as well as all contracts
entered into between the Tribe and any person or any entity providing services to the Enterprise, shall be deemed entered into in Sacramento, California and shall be governed by and construed in
accordance with California law and, to the extent applicable, federal law.

9.2    Notice.Any notice required to be given pursuant to this Agreement shall be delivered to the appropriate party by
Certified Mail Return Receipt Requested, by facsimile or express mail, addressed as follows:

If to the Tribe:

Jessica Tavares, Chairperson
United Auburn Indian Community
661 Newcastle Road, Suite 1
Newcastle, California 95658
FAX 916/663-3727Copies to:

Howard Dickstein, Esq.
Dickstein & Merin
2001 P Street, Suite 100
Sacramento, California 95814
FAX 916-447-8336If to Manager:

Scott M Nielson, Esq.
Station Casinos, Inc.
2411 West Sahara Avenue
Las Vegas, Nevada 89102
FAX 702-221-6613


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or
to such other different address(es) as Manager or the Tribe may specify in writing using the notice procedure called for in thisSection 9.2.
Any such notice shall be deemed given two (2) days following deposit in the United States mail or upon actual delivery, whichever first occurs. The parties also designate the persons above
named as agents for receipt of service of process.

9.3    Authority to Execute and Perform Agreement.The Tribe and Manager represent and warrant to each other that they each have
full power and authority to execute this Agreement and to be bound by and perform the terms hereof. On request, each party shall furnish the other evidence of such authority.

9.4    Relationship.Manager and the Tribe shall not be construed as joint venturers or partners of each other by reason of this
Agreement and neither shall have the power to bind or obligate the other except as set forth in this Agreement.

9.5    Manager's Contractual Authority.Manager is authorized to make, enter into and perform in the name of and for the account
of the Tribe, doing business as the Enterprise, such contracts deemed necessary by Manager to perform its obligations under this Agreement, provided such contracts comply with the terms and conditions
of this Agreement, including, but not limited to,Section 4.2.4, and provided such contracts do not obligate the Enterprise to pay sums not approved in
the Annual Business Plan, Annual Operating Budget and Annual Capital Budget.

9.6    Further Actions. Tribe and Manager agree to execute all contracts, agreements and documents and to take all actions
necessary to comply with the provisions of this Agreement and the intent hereof.

9.7    Defense.Except for disputes between the Tribe and Manager, and claims relating to the Tribe's status as a Tribe or the
trust status of the Property, Manager shall bring and/or defend and/or settle any claim or legal action brought against Manager, the Enterprise or the Tribe, individually, jointly or severally, or any
Enterprise Employee, in connection with the operation of the Enterprise. Subject to the Tribe's approval of legal counsel, Manager shall retain and supervise legal counsel, accountants and such other
professionals, consultants and specialists as Manager deems appropriate to defend any such claim or cause of action. All liabilities, costs and expenses, including reasonable attorneys' fees and
disbursements incurred in defending and/or settling any such claim or legal action which are not covered by insurance, shall be an Operating Expense, or, if incurred prior to the Commencement Date,
shall be a Pre-Opening Expense. Nothing contained herein is a grant to Manager of the right to waive the Tribe's or the Enterprise's sovereign immunity. That right is strictly reserved to the Tribe.
Any settlement of a third party claim or cause of action shall require approval of the Business Board.

9.8    Waivers.No failure or delay by Manager or the Tribe to insist upon the strict performance of any covenant, agreement,
term or condition of this Agreement, or to exercise any right or remedy consequent upon the breach thereof, shall constitute a waiver of any such breach or any subsequent breach of such covenant,
agreement, term or condition. No covenant, agreement, term, or condition of this Agreement and no breach thereof shall be waived, altered or modified except by written instrument. No waiver of any
breach shall affect or alter this Agreement, but each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then
existing or subsequent breach thereof.

9.9    Captions.The captions of each article, section and subsection contained in this Agreement are for ease of
reference only and shall not affect the interpretational meaning of this Agreement.

9.10    Severability.If any provision, or any portion of any provision, of this Agreement is found to be invalid or
unenforceable, such unenforceable provision, or unenforceable portion of such provision, shall be deemed severed from the remainder of this Agreement and shall not cause the invalidity or
unenforceability of the remainder of this Agreement. If any provision, or any portion of any provision,

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of this Agreement is deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law. If, however, any material part of a
party's rights under this Agreement or any related agreement or instrument executed by the parties shall be declared invalid or unenforceable (specifically including Manager's right to receive its
fees or the Tribe's right to receive payments or advances from Manager) the party whose rights have been declared invalid or unenforceable shall have the option to terminate this Agreement upon thirty
(30) days' written notice to the other party, without liability on the part of the terminating party. A termination pursuant to this Section shall be subject to the terms and conditions
ofSection 12.4(a) through (f).

9.11    Interest.Except for the Minimum Monthly Payment to the Tribe, any amount payable to Manager or the Tribe by the other
which has not been paid when due shall accrue interest at the same rate as set forth in the Financing Agreements.

9.12    Reimbursement.The performance by Manager of its responsibilities under this Agreement are conditioned upon the
Enterprise generating sufficient funds to Manager on a timely basis to enable Manager to perform its obligations hereunder. Nevertheless, Manager shall, according to the terms of this Agreement or
may, at its option if not so required, advance funds or contribute property, on behalf of the Tribe, subject to the prior approval of the Business Board, to satisfy obligations of the Tribe in
connection with the Facility and this Agreement subject to the limitations on development and construction costs contained in this Agreement and the Development Services Agreement. Manager shall keep
appropriate records to document all reimbursable expenses paid by Manager, which records shall be made available for inspection by the Tribe or its agents upon request. The Tribe agrees to reimburse
Manager with interest from future Net Revenues for money paid or property contributed by Manager to satisfy obligations of the Tribe in connection with the Enterprise and this Agreement. Interest
shall be calculated at the rate set forth in Section 9.11 from the date Manager advances monies the Tribe was obligated to remit or contributes property for the satisfaction of such obligation to the
date reimbursement is made. Manager's sole source of such reimbursement shall be from undistributed and future Net Revenues.

9.13    Financing Plan.In accordance withSection 9.1of the Development
Services Agreement, the Tribe shall, prior to the Approval Date, make available or otherwise cause to be established a development fund into which shall be deposited all of the proceeds of the
Financing Agreements. The Tribe's total repayment obligation pursuant to this Agreement, the Development Services Agreement, the Financing Agreements and any other agreements that relate to
development and construction costs shall not exceed the principal amount of TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000.00) provided, however, this maximum amount shall not limit the Tribe's
obligation to pay to Manager all fees under this Agreement that do not relate to development and construction costs, including, but not limited to, the Management Fee.

9.14    Travel and Out-of-Pocket Expenses.To the extent approved by the Business Board, Manager shall be reimbursed for all
travel and out-of-pocket expenses reasonably incurred in the performance of this Agreement. Subject to the Annual Business Plan, Annual Operating Budget and Annual Capital Budget, all travel and
out-of-pocket expenses of Enterprise Employees reasonably incurred in the performance of their duties shall be an Operating Expense.

9.15    Third Party Beneficiary.This Agreement is exclusively for the benefit of the parties hereto and it may not be enforced
by any party other than the parties to this Agreement and shall not give rise to liability to any third party other than the authorized successors and assigns of the parties hereto as such are
authorized by this Agreement; provided, however, that nothing herein shall limit the rights of the Tribal Gaming Agency to enforce applicable provisions of the Agreement.

9.16    Brokerage.Manager and the Tribe represent and warrant to each other that neither has sought the services of a broker,
finder or agent in this transaction, and neither has employed, nor authorized, any other person to act in such capacity. Manager and the Tribe each hereby agrees to

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indemnify and hold the other harmless from and against any and all claims, loss, liability, damage or expenses (including reasonable attorneys' fees) suffered or incurred by the other party as a
result of a claim brought by a person or entity engaged or claiming to be engaged as a finder, broker or agent by the indemnifying party.

9.17    Survival of Covenants.Any covenant, term or provision of this Agreement which, in order to be effective, must survive
the termination of this Agreement, shall survive any such termination.

9.18    Estoppel Certificate.Manager and the Tribe agree to furnish to the other party, from time to time upon request, an
estoppel certificate in such reasonable form as the requesting party may request stating whether there have been any defaults under this Agreement known to the party furnishing the estoppel
certificate and such other information relating to the Enterprise as may be reasonably requested.

9.19    Periods of Time.Whenever any determination is to be made or action is to be taken on a date specified in this
Agreement, if such date shall fall on a Saturday, Sunday or legal holiday under the laws of the Tribe or the State of California, then in such event said date shall be extended to the next day which
is not a Saturday, Sunday or legal holiday.

9.20    Preparation of Agreement.This Agreement shall not be construed more strongly against either party regardless of who is
responsible for its preparation.

9.21    Exhibits.All exhibits attached hereto are incorporated herein by reference and made a part hereof as if fully rewritten
or reproduced herein.

9.22    Successors and Assigns.The benefits and obligations of this Agreement shall inure to and be binding upon the parties
hereto and their respective successors and assigns. Manager shall have the
right to assign its rights under this Agreement to one or more of its Affiliates or its successor. With the exception of assignment to an Affiliate of Manager, this Agreement may not be assigned or
its nongaming obligations subcontracted by Manager, without approval by the Tribe, and the approval of the Chairman of the NIGC or his authorized representative after a complete background
investigation of the proposed assignee. The Tribe shall, without the consent of Manager, have the right to assign this Agreement and the assets of the Enterprise to the Tribe unless (i)such assignment
would require any material consent of any third party or regulatory agency (until all necessary regulatory or other consents have
been obtained) or(ii)would result in material prejudice of the rights of the Manager under this Agreement, in which case no assignment will be
effected. No assignment authorized hereunder shall be effective until all necessary government approvals have been obtained. The acquisition of Manager or its parent company by a party other than the
parent, subsidiary, or Affiliate of Manager or Station Casinos, Inc., or its successor corporation, shall not constitute an assignment of this Agreement by Manager, and this Agreement shall
remain in full force and effect between the Tribe and Manager, subject only to approval of said acquisition by the Tribal Council, which shall not unreasonably be withheld, and NIGC completion and
approval of its background investigation of the purchaser, if required. The Manager's consent shall be required for the Tribe to assign any of its rights or delegate any of its obligations hereunder.

9.23    Exclusivity Regarding Facility.During the term of this Agreement, Manager and the Tribe both agree not to develop or
operate any gaming facilities within a radius of fifty (50) miles of the Facility or the United Auburn Indian Community Reservation without the written consent of the other party.

9.24    Stay, Extension and Usury Laws.The Tribe covenants (to the extent that it may lawfully do so) that it shall not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Agreement, and the Tribe (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such

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law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to Manager, but shall suffer and permit the execution of every such
power as though no such law has been enacted.

9.25    Time is of the Essence.Time is of the essence in the performance of this Agreement.

9.26    Confidential Information.



9.27    Patron Dispute Resolution.Patron disputes concerning play which cannot be resolved on an informal basis shall be
addressed and resolved in accordance with the Compact, Tribal Gaming Ordinance, and the regulations promulgated thereunder.

9.28    Modification.Any change to or modification of this Agreement must be in writing, signed by both parties hereto and
shall be effective only upon approval by the Chairman of the NIGC, the date of signature of the parties notwithstanding.

9.29    Indemnification of Manager.To the fullest extent permitted by law, the Tribe and the Enterprise shall fully protect,
indemnify, defend and hold harmless Manager and its respective members, partners, officers, directors, agents, sureties, servants and employees and successors and assigns (hereinafter collectively,
"Indemnitees") for, from and against any and all liabilities, claims, damages, demands, losses, costs or expenses (including, without limitation,
attorneys' fees for counsel of Manager's choosing), arising out of or resulting from, either directly or indirectly, the performance of this Agreement and whether or not arising from the sole or
contributory negligence of the Manager, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent
they are found by a final, non-appealable judgment of a court to arise from the willful misconduct or gross negligence of such indemnified person. The cost of defending a lawsuit pursuant to this
Section as well as any liability, damages, demands, losses, costs or expenses incurred by Manager shall be a reimbursable expense where incurred prior to the Commencement Date, which Tribe
agrees to reimburse Manager promptly upon request, and an Operating Expense where incurred after the Commencement Date, and shall be payable as incurred by Manager. Nothing in this
Section shall be construed to waive or limit the Tribe's sovereign immunity.

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10.    Warranties.

10.1    Definitions.As used in thisSection 10, "Member of the Tribal Council"means any member of the Tribal Council, the Tribal Gaming Agency, any independent board or body created to oversee any
aspect of Gaming, and any Tribal court official;"Relative"means an individual residing in the same household who is related as a spouse, father,
mother, son or daughter.

10.2    Noninterference in Tribal Affairs.Manager agrees not to interfere in or attempt to wrongfully influence the internal
affairs or government decisions of the Tribal Council by offering cash incentives, by making written or oral threats to the personal or financial status of any person, or by any other action, except
for actions in the normal course of business of Manager that relate to the Enterprise. For the purposes of thisSection 10.2, if any such undue
interference in Tribal affairs is alleged by the federally recognized Tribal Council in writing and the NIGC finds that Manager has unduly interfered with the internal affairs of the Tribal Council
and has not taken sufficient action to cure and prevent such interference, that finding of interference shall be grounds for termination of the Agreement. Manager shall be entitled to immediate
written notice and a complete copy of any such complaint to the NIGC.

10.3    Prohibition of Payments to Members of Tribal Council.Manager represents and warrants that no payments have been or will
be made by Manager or Manager's Affiliates, to any Member of the Tribal Council or any relative of a Member of Tribal Council for the purpose of obtaining any special privilege, gain, advantage or
consideration.

10.4    Prohibition of Hiring Members of Tribal Council.No member of the Tribal Gaming Agency shall be employed at the
Enterprise. No Member of the Tribal Council or relative of a Member of the Tribal Council may be employed at the Enterprise or by Manager or its Affiliates without a written waiver of this Section 10.4by the Tribe. For this purpose, the Tribe will identify all such persons to Manager in a writing and take reasonable steps to keep
the list current; Manager shall not be held responsible if any person not on such written list is employed.

10.5    Prohibition of Financial Interest in Enterprise.No Member of the Tribal Council or relative of a Member of the Tribal
Council shall have a direct or indirect financial interest in the Enterprise greater than the interest of any other member of the Tribe; provided, however, nothing in this subsection shall restrict
the ability of a Tribal member to purchase or hold stock in Manager, or Manager's Affiliates
where(i)such stock is publicly held, and(ii)the Tribal member acquires less than five percent (5%)
of the outstanding stock in the corporation, provided that if a Tribal member shall acquire more than five percent (5%) such person shall comply with all applicable law.

10.6    Preservation of Agreement.The Manager and the Tribe each warrant and represent that they shall not act in any way
whatsoever, directly or indirectly, to cause this Agreement to be amended, modified, canceled, or terminated, except pursuant toSection 9.28.
The Manager and the Tribe warrant and
represent that they shall take all actions necessary to ensure that this Agreement shall remain in effect at all times.

11.    Events of Default.

11.1    Events of Default by the Tribe.Each of the following may, at the sole and absolute discretion
of Manager, be deemed to be an"Event of Default"by the Tribe:



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Upon
the occurrence of any Event of Default by the Tribe, and at the sole and absolute discretion of Manager, Manager may terminate this Agreement pursuant to Section 12or suspend its commitments under
this Agreement, by notice to the Tribe from Manager, and may declare any of the Tribe's then existing
or future financial obligations to Manager under this Agreement, to be immediately due and payable. In addition to the rights described in thisSection
11.1, Manager may exercise any other rights and remedies available to Manager by law (including any equitable remedies) or agreement.

11.2    Events of Default by Manager.Each of the following may be deemed an"Event of
Default"by Manager:



If
any Event of Default by Manager occurs, the Tribe may, upon written notice to Manager, exercise any rights and remedies available to the Tribe by law (including any equitable remedies) or
agreement.

12.    Grounds for Termination.

12.1    Voluntary Termination.This Agreement may be terminated upon the mutual written consent and
approval of the parties.

12.2    Termination upon Event of Default.Either party may terminate this Agreement if the other party commits or allows to be
committed an Event of Default under this Agreement provided,however, that the discontinuance or correction of an Event of Default prior to notice of
termination shall constitute a cure thereof. In the event of any termination of this Agreement, all outstanding and future Management Fees and all other financial obligations of the Tribe to Manager,
to the extent payable and not previously paid, shall be immediately due and payable and shall bear interest at the Default Rate of ten percent (10%) per annum and the Tribe shall remain liable to
Manager for the full amount of all Management Fees that would otherwise be due if this Agreement had not been terminated. The Tribe shall be entitled to retain all non-refundable fees previously paid
to it pursuant to this Agreement.

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12.3    Actions in Addition to Termination.



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12.4    Involuntary Termination Due to Changes in Legal Requirements Agreement.It is the understanding and intention of the
parties that the establishment and operation of the Enterprise shall conform to and comply with all Legal Requirements. If during the term of this Agreement, the Enterprise or any material aspect of
Gaming is determined by the Congress of the United States, the Department of the Interior of the United States of America, the NIGC, or the final judgment of a
court of competent jurisdiction to be unlawful under federal law or state law, the obligations of the parties hereto shall cease, and this Agreement shall be of no further force and effect; provided
that:



12.5    Manager's Right to Terminate Agreement.Manager may terminate this Agreement by written notice effective upon receipt
if:



Nothing
in thisSection 12.5shall impair the rights of Manager(i)to fees, repayment or
payments of all amounts otherwise due to Manager under this Agreement, including but not limited to the Management Fee, and unpaid principal and interest on all monies loaned to the Tribe whether
pursuant to this Agreement or otherwise as if this Agreement had not been terminated, and(ii)to retain all fees previously paid to Manager by the
Tribe.

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12.6    Notice and Opportunity to Cure.The Tribe will give Manager notice of any alleged violation of the Tribal Gaming
Ordinance by Manager and thirty (30) days opportunity to cure before the Tribal Gaming Agency may take any action based on such alleged violation.

13.    Conclusion of the Management Term.Upon the conclusion or the termination of this Agreement, Manager shall have the following rights
and obligations:

13.1    Transition.Manager shall take reasonable steps for the orderly transition of management of the Enterprise to the Tribe
or its designee pursuant to a transition plan as described inSection 19.2of this Agreement; such transition period shall be for a reasonable
period but not less than thirty (30) days.

13.2    Undistributed Total Net Revenues.If the Enterprise has accrued Total Net Revenues which have not been distributed under Section 6of this
Agreement, Manager shall receive that Management Fee equal to the Management Fee it would have received had the distribution occurred
during the term of the Management Agreement.

14.    Consents and Approvals.

14.1    Tribe.Where approval or consent or other action of the Tribe is required, such approval shall
mean the written approval of the Tribal Council evidenced by a resolution thereof, certified by a Tribal
official as having been duly adopted, or such other person or entity designated by resolution of the Tribal Council. Any such approval, consent or action shall not be unreasonably withheld or delayed.

14.2    Manager.Where approval or consent or other action of Manager is required, such approval shall mean the written approval
of the Manager. Any such approval, consent or other action shall not be unreasonably withheld or delayed.

15.    Manager Disclosures.

15.1    Shareholders and Directors.Manager warrants that on the date of this Agreement its Affiliates,
Major Shareholders of Manager and Station Casinos, Inc., directors and officers are those listed atExhibits C, Dand E.

15.2    Warranties.Manager further warrants and represents as of the date of this Agreement as follows:



15.3    Criminal and Credit Investigation.Manager agrees that all of its Major Shareholders, directors and officers (whether or
not involved in the Enterprise), shall:



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Any
materially false or deceptive disclosures or failure to cooperate fully with such investigations by an employee of Manager or an employee of the Tribe shall result in the immediate dismissal of
such employee. The results of any such investigation may be disclosed to federal officials and to such regulatory authorities as required by law.

15.4    Disclosure Amendments.Manager agrees that whenever there is within the meaning of 25 CFR Part 502 and Part 537, et.
seq:(i)any material change in the information disclosed pursuant to thisSection 15; (ii)any
change in the person or entity responsible for the management contract;(iii)any change in a person who is a director of a corporation that is a party
to the management contract;(iv)any change in the ten (10) persons or entities who have the greatest direct or indirect financial interest in
the management contract;(v)any change in the entity or person with a financial interest in the management contract; or (vi)any other person or entity
with a direct or indirect financial interest in the management contract otherwise designated by the NIGC. Manager shall
notify the Tribe and the NIGC of such change not later than ten (10) days following the change or within ten (10) days after it becomes aware of such change. In accordance with 25 C.F.R.
§ 537.2, Manager shall submit to the NIGC the background information required in 25 C.F.R. § 537.1 within ten (10) days of any such proposed change in financial interest
and in sufficient time to permit the NIGC to complete its background investigation by the time the individual is to assume management responsibility for, or the management contractor is to begin
managing, the gaming operation. All of the warranties and agreements contained in thisSection 15shall apply to any person or entity who would fall
under any of the aforementioned changes.

15.5    Breach of Manager's Warranties and Agreements. MaterialBreach of any warranty or agreement of Manager contained in this Section 15shall be grounds for immediate termination of this Agreement; provided that(i)if a
breach of the warranty contained inSection 15.2(b)is discovered, and such breach was not disclosed by any background check conducted by the FBI
as part of the NIGC or other federal approval of this Agreement, or was discovered by the FBI investigation but all officers and directors of Manager sign sworn affidavits that they had no knowledge
of such breach, then Manager shall have thirty (30) days after notice from the Tribe to terminate the interest of the offending person or entity
and, if such termination takes place, this Agreement shall remain in full force and effect; and(ii)if a breach relates to a failure to update changes
in financial position or additional gaming related activities, then Manager shall have thirty (30) days after notice from the Tribe to cure such default prior to termination.

16.    Recordation.At the option of Manager or the Tribe, any security agreement related to this Agreement or any related documents, may be
recorded in any public records. Where such recordation is desired in any relevant recording office maintained by the Tribe, and/or in the public records of the BIA, the Tribe will accomplish such
recordation upon the request of Manager. Manager shall promptly reimburse the Tribe for all expenses, including attorney fees, incurred as a result of such request. No such recordation shall waive the
Tribe's sovereign immunity.

17.    No Joint Venture.The parties further agree and acknowledge that it is not their intent, and that this Agreement shall not be
construed, to create a joint venture between the Tribe and Manager; rather, Manager shall be deemed to be an independent contractor for all purposes hereunder.

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18.    Dispute Resolution.

18.1    Waiver of Sovereign Immunity.The Tribe, on behalf of itself and its Affiliates, expressly and
irrevocably waives its and their sovereign immunity (and any defense based thereon) from suit for the purpose of permitting or compelling arbitration as provided in this Section 18and consents to
the jurisdiction of and to be sued in the United States District Court for the Eastern District of California, the
United States Courtsof Appeals, and the United States Supreme Court for the purpose of compelling arbitration or enforcing any arbitration award or
judgment with respect to any dispute arising out of this Agreement, the Development Services Agreement, the Financing Agreements or any other agreement or instrument related to or referenced by this
Agreement, or the Tribal Gaming Ordinance, or any rules, actions or decisions of the Tribe or the Tribal Council. If the United States District Court for the Eastern District of California lacks
jurisdiction, the Tribe consents to be sued in the California State Court system or any other court of competent jurisdiction. The Tribe hereby waives any requirement of exhaustion of tribal remedies.
Without in any way limiting the generality of the foregoing, the Tribe expressly authorizes any governmental authorities who have the right and duty under applicable law to take any action authorized
or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment subject to a security interest or otherwise giving effect to any judgment entered;
provided, however, that in no instance shall any enforcement of any kind whatsoever be allowed against any assets of the Tribe other than the limited assets of the Tribe specified in Section 18.3(a)below, and no decisions or actions reserved exclusively to tribal governments by the Indian Gaming Regulatory Act, or other
federal law or regulation, shall be subject to arbitration. The Tribe does not waive any aspect of its sovereign immunity with respect to actions by third parties other than an Affiliate.

18.2    Arbitration.All disputes, controversies or claims arising out of or relating to this Agreement or other obligation
between the parties other than those disputes related to approval of budgets and issuance of licenses by the Tribal Gaming Agency, including, but not limited to, the Tribal Gaming Ordinance, or any
rules, actions or decisions of the Tribal Council, the Business Board, the Development Board or the Tribe, including, but not limited to, the issuance, non-issuance, condition, suspension, denial or
revocation of any license, or the failure to comply with any standard of conduct required by this Agreement shall be settled by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association in effect on the date demand for arbitration is made, and the Federal Arbitration Act. The provisions of Section 1283.05 of the California
Code of Civil Procedure, as it may be amended, shall apply; provided that discovery otherwise authorized by Section 1283.05 may be limited by order of the arbitrator. The parties agree that
binding arbitration shall be the sole remedy as to all disputes arising out of this Agreement, except for disputes requiring injunctive or declaratory relief.



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18.3    Limitation of Actions.The Tribe's waiver of sovereign immunity from suit is specifically limited to permitting, and
does permit the following actions and judicial remedies:



18.4    Notice and Right to Cure.The parties agree that, without limiting any right to acceleration or demand for payment set
forth in this Agreement, before the dispute resolution mechanisms described in thisSection 18may be utilized, the party claiming breach or damage
shall give written notice of the alleged breach or damage to the other party, and both shall make a serious effort to meet, cure any breach, and otherwise make a good faith effort to resolve any
differences.

18.5    Cooperation.The parties hereby agree to ensure that their respective representatives to the Business Board shall
cooperate reasonably and fully and shall try to reach agreement or compromise on all matters before the Business Board. In the event that the Business Board is unable to reach agreement or compromise
on any matter that reasonably may be expected to have an adverse material effect on the Enterprise, that matter shall be submitted to binding arbitration. Additionally, any ruling, action or decision
by the Tribal Gaming Agency which concerns the issuance, non-issuance, condition, suspension, denial or revocation of Manager's license shall be submitted to binding arbitration pursuant to Section 18.2.

18.6    Performance During Disputes.It is mutually agreed that during any kind of controversy, claim, disagreement or dispute,
including a dispute as to the validity of this Agreement, Manager shall continue to possess the rights, duties, and obligations set forth in this Agreement, and the Tribe and Manager shall continue
their performance of the provisions of this Agreement and its exhibits. Manager and the Tribe agree that the Enterprise Bank Accounts shall not be subject to attachment, or any rights of deduction or
set off or counterclaim by either party. Manager and the Tribe shall each be entitled to injunctive relief from a civil court or other competent authority to maintain such rights, duties, and
obligations in the event of a threatened eviction during any dispute, controversy, claim or disagreement arising out of this Agreement. Notwithstanding any provision in this Section 18.6to the
contrary, if the dispute involves the revocation of Manager's license, Manager will suspend performance of its managerial
duties under this Agreement; however, the Enterprise will continue to pay the Management Fee into an off-reservation third party interest-bearing escrow account until such time that the dispute is
resolved.

18.7    Tribal Court.The Tribe represents that it does not have any Tribal Court or judicial system. The Tribe covenants that,
at such time as it establishes any Tribal Court, (i) no party to this Agreement shall be required to commence or pursue any proceeding with respect to any dispute arising under this

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Agreement in such Tribal Court, (ii) such Tribal Court shall lack the discretion to refuse to compel arbitration among the parties to any such dispute, and (iii) such Tribal Court shall
be obligated to honor and enforce any award by any arbitrator, without review of any nature by such Tribal Court.

19.    Intent to Negotiate New Agreement.

19.1    Negotiations of New Agreement.On or before thirty (30) days after the end of the sixth
(6th) anniversary of the Commencement Date, the Tribe shall give Manager notice of its intent regarding its willingness to enter into negotiations for a new Management Agreement to be
effective upon the conclusion of this Agreement and approval by the NIGC.

19.2    Transition Plan.If the Tribe and Manager are unable to agree to the terms of a new management agreement or if the Tribe
decides not to enter into negotiations for a new management agreement, then the Tribe and Manager shall agree upon a transition plan within thirty (30) days notice from the Tribe of its
intention not to negotiate a new management agreement, including a computer transition plan, which plan shall be sufficient to allow the Tribe to operate the Enterprise and provide for the orderly
transition of the management of the Enterprise.

20.    Entire Agreement.This Agreement sets forth the entire agreement between the parties hereto with respect to the subject matter hereof.
All agreements, covenants, representations, and warranties, express or implied, oral or written, of the parties with respect to the subject matter hereof are contained herein. No other agreements,
covenants, representations, or warranties, express or implied, oral or written have been made by any party to the other with respect to the subject matter of this Agreement. All prior and
contemporaneous conversations, discussions, negotiations, possible and alleged agreements and representations, covenants and warranties with respect to the subject matter hereof, are waived, merged
herein and superseded hereby. Each party affirmatively represents that no promises have been made to that party which are not contained in this Agreement, and the exhibits, and stipulates that no
evidence of any promises not contained in this Agreement, and the exhibits, shall be admitted into evidence on their behalf. This Agreement shall not be supplemented, amended or modified by any course
of dealing, course of performance or uses of trade and may only be amended or modified by a written instrument duly executed by officers of both parties.

21.    Government Savings Clause.Each of the parties agrees to execute, deliver and, if necessary, record any and all additional instruments,
certifications, amendments, modifications and other documents as may be required by the United States Department of the Interior, BIA, the NIGC, the office of the Field Solicitor, or any applicable
statute, rule or regulation in order to effectuate, complete, perfect, continue or preserve the respective rights, obligations, liens and interests of the parties hereto to the
fullest extent permitted by law; provided, that any such additional instrument, certification, amendment, modification or other document shall not materially change the respective rights, remedies or
obligations of the Tribe or Manager under this Agreement or any other agreement or document related hereto.

22.    Preparation of Agreement.This Agreement was drafted and entered into after careful review and upon the advice of competent counsel; it
shall not be construed more strongly for or against either party.

23.    Standard of Reasonableness.Unless specifically provided otherwise, all provisions of this Agreement and all collateral agreements and
actions necessary to implement or enforce any such agreement or provision shall be governed by a standard of commercial reasonableness and good faith. Obligations of any party to use best efforts will
also be qualified by a standard of commercial reasonableness and good faith.

24.    Execution.This Agreement may be executed in four (4) counterparts, two (2) to be retained by each party. Each of the
four (4) originals is equally valid. This Agreement shall be deemed "executed"

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and shall be binding upon both parties when properly executed and approved by the Chairman of the NIGC.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

| |  | UNITED AUBURN INDIAN COMMUNITY
| |  | ------------------------------
| |  | By:                           
| |  | STATION CALIFORNIA, LLC       
| |  | By:                           
| |  | Name:                         
| |  | Title:                        

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NIGC APPROVAL

APPROVED
this            day of                        , 2002, by National
Indian Gaming Commission                        .

|NATIONAL INDIAN GAMING COMMISSION |  | 
|--------------------------------- |  | 
|By:                               |  | 
|                                  |  | 

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