**Exhibit 10.60**

 

AMENDMENT TO MANAGEMENT AGREEMENTBY AND BETWEENGAMING ENTERTAINMENT (DELAWARE), L.L.C.AND HARRINGTON RACEWAY, INC.

 

This Amendmentis entered into as of February 4, 2002, by and between GAMING ENTERTAINMENT(DELAWARE), L.L.C. (“GED”) and HARRINGTON RACEWAY, INC. (“HRI”)

 

WHEREAS, onJanuary 31, 1996, GED and HRI executed a Management Agreement (the“Agreement”), relating to GED’s management, on behalf of HRI, of theEntertainment Center and Related Improvements owned by HRI and located in theTown of Harrington, in Kent County, Delaware; and

 

WHEREAS,pursuant to those certain amendments dated as of March 18, 1998 and July 1,1999, GED and HRI modified the terms of the Agreement in certain respects; and

 

WHEREAS, GEDand HRI now desire further to modify the terms of the Agreement in certainrespects.

 

NOW,THEREFORE, the parties hereto, in consideration of mutual promises and othervaluable consideration, the receipt and sufficiency of which are herebyacknowledged, hereby agree, as follows, to wit:

 

1.             New Article 3A.* *Thereshall be added to the Agreement a new Article 3A, as follows:

 

ARTICLE 3A

HRI AUTHORITY AND RESPONSIBILITY

 

3A.1        HRI Executive.  In compliance with the Act, HRI, as videolottery licensee, bears primary responsibility for the video lottery license inrelation to the Delaware State Lottery Office (the “Lottery Office”).  In furtherance of this responsibility, HRIshall retain at its own cost and expense a full time employee (the “HRIExecutive”) to oversee GED’s management, on behalf of HRI, of the EntertainmentCenter and Related Improvements in accordance with GED’s management andcompliance obligations under the terms of this Agreement.  The intention is that the HRI Executive shallendeavor, with the full cooperation of GED, to become and remain fully informedabout GED’s daily operation of the Entertainment Center and RelatedImprovements and, also, shall be the primary contact person with the LotteryOffice and with the Delaware State Police Video Enforcement Unit, with respectto its video lottery license.  GEDhereby acknowledges that the performance or non-performance by the HRIExecutive of such individual’s responsibilities, as hereinabove anticipated,shall not, to any extent, relieve GED of GED’s management responsibilities,under the terms of this Agreement, with respect to the Entertainment Center andRelated Improvements.

 

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3A.2        HRI Authority Over Hiring.  HRIshall have the right to approve (which approval shall not be unreasonablywithheld or delayed) GED’s hiring of the general manager and the followingdirector level managers to implement GED’s management and complianceobligations under the terms of this Agreement with respect to the EntertainmentCenter and the Related Improvements:

 

•              General Manager

•              Security Director

•              Surveillance Director

•              Marketing Director

•              Finance Director

•              Facilities Director

•              Food and Beverage Director

•              Any other Director reporting directly to theGeneral Manager

 

For the avoidance of doubt,HRI hereby approves the hiring of each GED employee who, as of the date of thisAmendment, has any of the respective titles set forth above.

 

3A.3        HRI Authority Over Employee Policies. HRI shall have the right, as set forth in this Section 3A.3, to reviewand shall have reasonable opportunity to consult with GED respecting anyproposed modification or amendment to GED’s Employee Policies, as they exist onthe execution date hereof (Exhibit C), including, without limitation, as to theadoption of any new Employee Policy. All such new Employee Policies, and any proposed modifications oramendments to an existing Employee Policy, shall comply with existing law.  GED shall provide to HRI, at least ten (10)days prior to adoption by GED of any new Employee Policy, or any substantivemodification or amendment to an existing Employee Policy, with a copy of suchnew, or modified or amended, Employee Policy, along with GED’s best estimate ofany financial impact of the new policy not reflected in the current operatingor capital budgets.  HRI’s review of andconsultation with respect to and receipt of a copy of any new or modified oramended Employee Policy shall not be deemed to constitute approval by HRI ofsuch new or modified or amended Employee Policy.

 

3A.4       HRI Financial Oversight Authority. GED shall prepare on behalf of HRI, and provide to HRI, within sixty(60) days prior to the expiration of each fiscal year end of HRI and coveringthe immediately next ensuing fiscal year of HRI, an overall budget for theEntertainment Center and Related Improvements. Such budget shall include an operating budget, capital budget, andprojected cash flows, presented in such detail as HRI shall reasonably request,and shall include such supporting schedules as HRI shall reasonablyrequest.  Such budget also shall setforth the income and expenditures (“Budgeted Expenditures”) anticipated by suchbudget on a month-to-month basis determined by GED’s expectations as to whensuch income will be realized during such ensuing fiscal year and when suchexpenditures will be incurred during such ensuing fiscal year.  Such budget shall be updated, as and ifneeded, throughout the ensuing fiscal year of HRI based upon actual performanceand changing expectations of future business conditions (as jointly determinedby HRI and GED).  HRI shall approve(which approval shall not be unreasonably withheld or delayed), each month, anyand all controllable / discretionary expenditures, in advance of the same beingincurred, which for a given budget line item, as reflected on Exhibit A, wouldexceed the budgeted line item amount for such month by an amount in excess ofTen Thousand Dollars ($10,000.00), as anticipated

 

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by the budgets hereinabove referenced as mostrecently modified, as the case may be, and accepted by HRI.

 

Ona monthly basis, GED shall provide to HRI a cash flow forecast, setting forththe anticipated cash needs of the Entertainment Center and Related Improvementsfor the upcoming month along with the expected payment dates.  Such forecast will include(1) anticipated Operating Expense payments, including payroll,(2) anticipated capital expenditure payments, and (3) anticipatedManagement Fees.

 

3A.5        HRI Contract Oversight Authority. GED shall, to the extent the same is not expressly prohibited by thisAgreement but subject to HRI’s approval rights as set forth below, have theright to enter into contracts with third parties in furtherance of GED’s dutiesand obligations under this Agreement. All such contracts, except employee related contracts, shall be in thename of HRI d/b/a Midway Slots, and no such contract, written or verbal,anticipating a payment in excess of Fifty Thousand Dollars ($50,000.00), orhaving a term in excess of six (6) consecutive calendar months, shall beentered into without HRI’s prior written consent, which consent shall not beunreasonably withheld or delayed.

 

3A.6        HRI Audit Authority.  HRI shallselect an independent certified public accounting firm to perform an annualaudit of the books and records of the operations of the Entertainment Centerand Related Improvements.  The cost ofthis annual audit, and any related interim work, shall be an Operating Expense.  HRI also shall have the right to performspecial or independent audits and inspections as long as the same do notunreasonably disrupt the conduct of business – including spot audits andinspections on an ongoing basis, - of all books and records of theEntertainment Center and Related Improvements, and of GED (or others actingunder or through GED), inclusive of personnel records (by way of example andnot limitation), pertaining to the Entertainment Center, Related Improvements,GED’s management of the same, compliance regarding the operation of the same,and of any and all of the physical assets comprising the Entertainment Centerand Related Improvements.  The cost ofany special or independent audits and inspections will be the soleresponsibility of HRI.

 

3.A7        HRI Access to Records.  GEDshall maintain, on the Entertainment Center Premises (or at an alternativestorage site mutually acceptable to HRI and GED), the originals of all booksand records of HRI pertaining to the Entertainment Center and RelatedImprovements, and of GED (or others acting under or through GED), inclusive ofpersonnel records (by way of example and not limitation), pertaining to theEntertainment Center, Related Improvements, GED’s management of the same, orcompliance regarding the operation of the same; and duly authorized agents ofHRI shall have access to such books and records and, further, shall have theright to inspect, examine and copy all such books and records as HRI reasonablyrequests.  Personnel records, forpurposes of this Article 3A, shall include GED hiring and employment policies,salary levels (inclusive of bonuses and other special compensatoryarrangements) and benefit packages - both as available for each employeeposition and as, in fact, awarded to each employee, and periodic evaluationreports with respect to each employee.

 

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After the completion of theannual audit for each fiscal year, the originals of all books and records,except employee records, of HRI pertaining to the Entertainment Center andRelated Improvements, shall be stored by HRI, with GED retaining such copies asit deems necessary to perform its obligations under this agreement, and GEDshall have all necessary access to such original books and records to performits obligations under this agreement

 

3A.8        HRI Right to Require GED Attendance at Oversight Meetings.  GED representatives shall attend, uponreasonable notice, such Oversight Meetings as HRI may reasonably require.

 

3A.9        Notwithstanding anything in Article 16 (respecting arbitration andenforcement) or Section 6.7, as amended (respecting the disbursement ofManagement Fees) to the contrary, in the event of a material default by GEDhereunder, which material default causes HRI to be in breach of, or in defaultunder, its Delaware video lottery license or Delaware laws or regulationsapplicable to video lottery licensees, HRI may, pursuant to this Section 3A.9,withhold payment of all Management Fees otherwise payable to GED during thecontinuance of such material GED default and HRI breach or default, and maythereafter continue to hold such withheld Management Fees pendingdetermination, as provided below, of the amount of damages (“Damages”), if any,GED owes HRI by reason of such material default, provided however,that:  (a) HRI shall not withhold paymentof any Management Fees unless: (i) HRI shall have first provided GED with written notice,specifying in appropriate detail GED’s material default and HRI’s intention towithhold Management Fees pursuant to Section 3A.9; (ii) such GED defaultshall remain uncured thirty (30) days after provision of such written notice;and (iii) HRI shall have obtained either an order or judgment from a courthaving proper jurisdiction over the subject matter and parties (a “Court”)authorizing HRI to withhold payment of such Management Fees to GED, or afinding by arbitrators, proceeding in accordance with Section 16, that HRI isauthorized to withhold Management Fees in accordance with this Section3A.9.  Management Fees withheld by HRIpursuant to this Section 3A.9, net of Damages, if any, shall be paid to GEDpromptly after adjudication as to such Damages, if any, by**a Court (in a proceeding permitted bythis Section 3A.9) or by arbitration (in a proceeding in accordance withArticle 16).  Any failure by HRI to payGED Management Fees in accordance with the terms and conditions of this Section3A.9 shall only constitute an Event of Default by HRI within the meaning ofSection 15.1 (c)(i) if such failure to pay is continuing for at least 60 days.

 

2.             Other Amendments.

 

A.            Effective as of the date hereof, thefollowing provisions of the Agreement terminate and shall have no further forceor effect:

 

(i)            Section 5.2; and

 

(ii)           the definition of “Depository Accounts” set forth in Article 1; and

 

(iii)          Section 7.7.

 

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B.            Effective as of the date hereof, thefollowing provisions shall be added at the end of the definition of “OperatingExpenses”:

 

“Notwithstandingthe foregoing, the following shall not constitute Operating Expenses but shallbe exclusively for the account of GED: (i) commencing January 1, 2002, any salary, bonus (other than bonusamounts payable in fiscal 2002 with respect to fiscal 2001, which amounts shallconstitute Operating Expenses) or other current or deferred compensationexpense (including fringe benefits, severance or termination payments and taxesand other governmental assessments thereon) payable to or for the account ofthe General Manager (or other person, howsoever titled, assigned by GED withoverall on-site responsibility for the day-to-day operations of theEntertainment Center and Related Improvements); and (ii) unless otherwiseagreed by HRI, including with respect to use by the chief executive officer ofHRI or any HRI director, any expense or other charge incurred after January 1,2002 relating to those certain  “skybox”or similar suites currently or from time to time hereafter under lease at:  (a) First Union Center and VeteransStadium or (b) any other sporting venue.

 

C.            Effective as of the date hereof, Article 6 ofthis Agreement shall be amended, superceded and restated to read in itsentirety as provided on Exhibit B.

 

3.             Notices.      Thenotice and address information set forth in Section 18.4 of the Agreement (i.e.that portion of Section 18.4 which follows the first two paragraphs of Section18.4) is hereby amended, superseded and restated in its entirety to read asfollows:

 

A.            Each notice to GED shall be addressed asfollows:

 

Gaming Entertainment(Delaware), L.L.C.

C/O Full House Resorts, Inc.

2300 West Sahara Avenue

Suite 450-Box 23

Las Vegas, NV 89102

 

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With a copies to:

 

General Counsel

Full House Resorts, Inc.

2300 West Sahara Avenue

Suite 450-Box 23

Las Vegas, NV 89102

 

General Counsel

GTECH Corporation

55 Technology Way

West Greenwich, RI 02817

 

B.            Each notice to FHR, Guarantor, shall beaddressed as follows:

 

Full HouseResorts, Inc.

2300 WestSahara Avenue

Suite 450-Box23

Las Vegas, NV89102

 

With a copiesto:

 

General Counsel

Full HouseResorts, Inc.

2300 West Sahara Avenue

Suite 450-Box23

Las Vegas, NV89102

 

GeneralCounsel

GTECHCorporation

55 TechnologyWay

WestGreenwich, RI 02817

 

C.            Each notice to GTECH, Guarantor, shall beaddressed as follows:

 

GTECHCorporation

55 TechnologyWay

WestGreenwich, RI 02817

Attn: ChiefExecutive Officer

 

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With a copiesto:

 

GeneralCounsel

GTECHCorporation

55 TechnologyWay

WestGreenwich, RI 02817

 

GeneralCounsel

Full House Resorts,Inc.

2300 WestSahara Avenue

Suite 450-Box23

Las Vegas, NV89102

 

D.            Each notice to HRI shall be addressed asfollows:

 

HarringtonRaceway, Inc.

15 West RyderRoad

Harrington, DE19952

Attention:President

 

With a copyto:

 

Robert L.Thomas, Esquire

Young ConawayStargatt & Taylor, LLP

addressed asfollows:

 

P.O. Box 391

Wilmington, DE19899

(if sent bymeans of traditional mail)

 

or

 

110 W. PineStreet

Georgetown, DE19947

(if sent bymeans of courier or overnight delivery service)

 

4.             Interpretation.  In the event of any irreconcilable conflictbetween the terms of this Amendment and the terms of the Agreement (asheretofore amended) exclusive of this Amendment, the terms of this Amendmentshall prevail.  All capitalized terms inthis Amendment shall have the same meaning ascribed to such terms,respectively, by the Agreement.

 

5.             General.  Except as specifically provided herein, allterms, conditions and provisions of the Agreement, as amended, shall continueunchanged and remain in full force and effect.

 

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IN WITNESSWHEREOF, HRI and GED have caused this Amendment to be executed and deliveredunder their respective seals as ofthe          day of February2002.

 
| **HARRINGTON RACEWAY, INC.**                                 |
|--------------------------------------------------------------|
|                                                         |
|                                                         |
| By:                                                          | /s/ Jack  Walls |   |
|                                                         |
| Its:  President                                              |
|                                                         |
| Date: 2/4/02                                                 |
|                                                         |
| **GAMING ENTERTAINMENT  (DELAWARE), L.L.C., by its Members** |
|                                                         |
| **GTECH GAMING SUBSIDIARY 2 CORPORATION**                    |
|                                                         |
|                                                         |
| By:                                                          | /s/ Joseph  Gendron |   |
|                                                         |
| Its:  Director of Video Operations                           |
|                                                         |
| Date: 2/4/02                                                 |
|                                                         |
| **FULL HOUSE SUBSIDIARY, INC.**                              |
|                                                         |
|                                                         |
| By:                                                          | /s/ Michael  P. Shaunnessy |   |
|                                                         |
| Its: Exec VP  & CFO                                      |
|                                                         |
| Date: 2-4-02                                                 |

 

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| **GUARANTORS:**         |                          |
|-------------------------|-------------------------------|
|                    |                          |
|                    | **FULL HOUSES RESORTS, INC.** |
|                    |                          |
|                    |                          |
| /s/ William  J. DiMondi |                          | By: | /s/ Michael  P. Shaunnessy |   |
| Witness                 | Name:                         | Michael P.  Shaunnessy |
|                    | Title:                        | Exec. VP  & CFO |
|                    |                          |
|                    | **GTECH CORPORATION**         |
|                    |                          |
|                    |                          |
| /s/ William  J. DiMondi |                          | By: | /s/ Joseph  Gendron |   |
| Witness                 | Name:                         | Joseph  Gendron |
|                    | Title:                        | Dir. of  Video Operations |
|                         |                               |  |  |  |  |  |  |  |

 

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AMENDMENTTO MANAGEMENT AGREEMENTBY AND BETWEENGAMING ENTERTAINMENT (DELAWARE), L.L.C.AND HARRINGTON RACEWAY, INC.

**“Line Item” Operating Expenses**

**Exhibit A**

 

Printing

Insurance

Postage

EquipmentRental

Maintenance

ContractServices

OperatingSupplies

OtherExpenses

Entertainment

BusRentals

PromoPrizes

MediaAdvertising

FairAdmissions

CustomerDevelopment

Production

Utilities

Gross Receipts Taxes

 

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AMENDMENTTO MANAGEMENT AGREEMENTBY AND BETWEENGAMING ENTERTAINMENT (DELAWARE), L.L.C.AND HARRINGTON RACEWAY, INC.

**Article 6 Revised Language**

**Exhibit B**

 

“ARTICLE 6

ACCOUNTING AND CASH MANAGEMENT

 

6.1           TheCustodial Accounts.  HRI shall select abank or banks (collectively, the “Bank”) which shall receive deposits andmaintain the funds generated by operation of the Entertainment Center andRelated Improvements and shall establish custodial accounts (the “CustodialAccounts”) into which all Gross Revenues shall be deposited, from which theDelaware State Lottery will withdraw the appropriate funds, and into which allAgent Commissions shall be deposited.

 

6.2           Depositsto Custodial Accounts.  All GrossRevenues and other proceeds arising from the operation of the EntertainmentCenter and Related Improvements shall be deposited at least once daily (or atsuch other frequency as HRI and GED shall mutually establish in writing) by GEDinto the Custodial Accounts established by HRI pursuant to Section 6.1 and, forthis purpose, GED may obtain a bonded transportation service to effect the safetransportation of the receipts to the Bank. The cost of such transportation service shall be an Operating Expense.

 

6.3           DisbursementAccounts.  HRI shall establish one ormore disbursement accounts (collectively, the “Disbursement Accounts”) with theBank and, subject to the funding of such accounts by HRI as provided in Section6.6 and consistent with and pursuant to all other terms and conditions of thisAgreement, GED shall have responsibility and authority to make all payments anddisbursements authorized by this Agreement. Any such accounts, with the exception of any payroll accounts, shall beHRI accounts.  Except as set forthbelow, all disbursements shall be made by check or wire transfer and, in thecase of disbursements in excess of $5,000, shall be made by check or wiretransfer bearing two signatures or verified by two persons who are employees ofGED, one being an accounting officer employed in connection with the operationof the Entertainment Center and one being the general manager employed inconnection with the operations of the Entertainment Center.

 

6.4           NoCash Disbursements.  GED shall not makeany disbursements of currency or coin from the Disbursement Accounts except forthe payment of cash prizes and expenditures from the Cash Contingency ReserveFund and Petty Cash Fund described below and except as otherwise set forth inthis Agreement.  Except as otherwise setforth herein, all other payments or disbursements by GED shall be made by checkdrawn or wire transfer against a Disbursement Account signed or authorized inthe manner provided in Section 6.3.

 

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6.5           Prize Fund. GED shall establish, using funds deposited into the DisbursementAccounts, and shall maintain for the benefit of the Entertainment Centeroperations, a Prize Fund in an amount reasonable to accommodate the purpose ofsuch account.  The Prize Fund shallinitially be funded at one hundred thousand dollars ($100,000.00).  This account shall be maintained on an impressbasis.

 

6.6           Transfers between Accounts.

 

(a)           GED shall have the authority to cause the transfer of funds between theDisbursement Accounts in order to maintain balances in the DisbursementAccounts to pay Operating Expenses and other Budgeted Expenditures and tomaintain the Prize Fund.  Subject toSection 6.3, GED is authorized to make any transfers authorized by this Agreement by check or by wire, in GED’sdiscretion.  GED also may provide forpayments by means of automatic withdrawal; however, arrangements in this regardshall require the prior reasonable written approval of HRI.

 

(b)           HRI shall, upon request of GED, cause sufficient funds to betransferred to the Disbursement Accounts to enable GED to pay all OperatingExpenses and other Budgeted Expenditures as determined in accordance withSection 3A.4 of this Agreement.  GEDwill provide HRI, at least 48 (forty eight) hours in advance, with a requestfor funding supported by a current accounts payable or payroll run indicatingthe amount of funding required.  HRIshall insure that adequate funds are transferred to the Disbursement Accountsto cover the intended payment of such Operating Expenses and other BudgetedExpenditures.  Should HRI fail toadequately and timely fund the Disbursement Accounts, HRI shall be liable forall amounts payable under Section 17.1 by reason of such failure, including,but not limited to all consequential and special damages incurred by GED, itslegal representatives, members, employees, successors and assigns by reason ofsuch failure.

 

6.7           Disbursement of Management Fees. Except as otherwise provided in Section 3A.9, on or before the 25th(twenty fifth) day of each calendar month, HRI shall pay to GED, to suchaccount as GED may request from time to time in writing, all Management Fees,and all other fees and expenses payable to GED pursuant to this Agreement.  Notwithstanding any other provision of thisAgreement to the contrary, if HRI shall fail to pay GED any Management Fees orother fees and expense payable to GED pursuant to this Agreement, HRI shall beliable for all amounts payable under Section 17.1 by reason of such failure,including but not limited to all consequential and special damages incurred byGED, its legal representatives, members, employees, successors and assigns byreason of such failure.

 

6.8           Payment of Fees and Disbursements. The Gross Revenue shall be dealt with as follows:

 

(a)           At least once a day GED shall deposit allGross Revenues and other monetary proceeds arising from the operation of theEntertainment Center and Related

 

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Improvementsinto the Custodial Accounts established in accordance with Section 6.1.

 

(b)           Each day GED shall transfer all of the GrossWin to the State Lottery Fund in accordance with the Act.  The Delaware State Lottery Board shallwithdraw such amounts from such proceeds as necessary to pay on behalf of HRIin accordance with the Act (i) gaming taxes, (ii) payments to theDelaware State Lottery for Video Lottery Machines, and (iii) statutorypurse supplements payable from Video Lottery Machines and such other sums arerequired by the Act incident to the operation of the Entertainment Center.  The parties anticipate that the StateLottery Fund then will remit to HRI the net proceeds, after making deductionsin accordance with the Act.

 

(c)           HRI shall make disbursements to GED asprovided in Section 6.6 to enable GED to pay all Operating Expenses and otherBudgeted Expenditures as and when they arise.

 

6.9           OperativeDates.  For purposes of this Article 6,the first year of operations shall begin on January 1, 2002 and will end ofDecember 31, 2002.  Each subsequentfiscal year will correspond to each full calendar year for the remainder of theTerm hereof (except that, if the Term expires or is otherwise terminated otherthan on December 31 of a calendar year, the effective date of suchexpiration or termination shall conclude the then current fiscal year.)

 

6.10         FinancialStatements.  GED shall prepare, onbehalf of HRI, and provide to HRI on a monthly, quarterly and annual basis,financial statements of the Entertainment Center and Related Improvements,including balance sheets, income and expense statements setting forth inreasonable detail all Gross Revenues, Operating Expenses and Net OperatingProfit, statements of changes in cash position and any other schedules as maybe reasonably requested from time to time by HRI.  Monthly financial statements shall be provided to HRI withinthirty (30) days following the end of each month.  After the first full year of operations the financial statementsshall be prepared to reflect comparative results.  Audits of the financial statements of the Entertainment Centerand Related Improvements may be provided to all applicable federal and statereporting agencies, as required by law, and may be used by GED for reportingpurposes under federal and state securities laws, if required.  GED will provide notice to HRI, concurrentwith any provision of any financial information as provided herein.

 

6.11         Booksof Account.  GED shall maintain thebooks and records required hereunder in accordance with the accountingpractices of HRI, as currently in effect, (provided that the same are inconformity with generally accepted accounting principles) consistently appliedand shall use the calendar year as the fiscal accounting period, as currentlyutilized by HRI in its normal course of business (i.e. a fiscal quarter andfiscal year).  Nothing contained hereinis intended to restrict GED’s right to utilize centralized accounting servicesfor the Entertainment Center.  The booksof account shall reflect detailed day-to-day operations of the EntertainmentCenter and Related Improvements and shall utilize HRI’s accounting systems andprocedures as currently in effect, which, at a minimum:  (i) include a system of internalaccounting controls; (ii) permit preparation of financial statements inaccordance with generally accepted accounting principles; (iii) are

 

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susceptible to audit; (iv) permit thecalculation and payment of Base Management Fees, Target Bonuses and expensereimbursements in accordance with the term of this Agreement and all other sumsdue GED pursuant to the Transaction Documents; and (v) provide for theallocation of Operating Expenses allowed pursuant to this Agreement.”

 

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AMENDMENT TO MANAGEMENT AGREEMENTBY AND BETWEENGAMING ENTERTAINMENT(DELAWARE), L.L.C.AND HARRINGTON RACEWAY, INC.

**GED Employer Policies as of February 4, 2002**

**Exhibit C**

** **

[Index listing of current policies]

 

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