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                                                                   EXHIBIT 10.77


                       ASSIGNMENT AND ASSUMPTION AGREEMENT
                                       and
                      CONSENT TO ASSIGNMENT AND ASSUMPTION

         This Assignment and Assumption Agreement and Consent to Assignment and
Assumption, is made among and between Lakes Gaming, Inc., a Minnesota
corporation, and Lakes Shingle Springs, Inc., a Minnesota corporation, and Kean
Argovitz Resorts-Shingle Springs, L.L.C.
("KARSS"), a Nevada limited liability company.

         WHEREAS, Lakes Gaming, Inc. and KARSS have entered into a Letter
Agreement of even date, a copy of which is attached hereto as Exhibit A, (the
"Letter Agreement"), which sets forth the terms under which they formed LAKES
KAR-Shingle Springs, L.L.C., a Delaware limited liability company ("the
Company"), for the purpose of developing and operating a gaming facility and
related facilities (the "Project") for the Shingle Springs Band of Miwok Indians
(the "Tribe");

         WHEREAS, KARSS is a party with the Tribe to a certain Development
Agreement dated June 11, 1999, a copy of which is attached hereto as Exhibit B
(the "Development Agreement");

         WHEREAS, KARSS is a party with the Tribe to a certain Management
Agreement dated June 11, 1999, a copy of which is attached hereto as Exhibit C
(the "Management Agreement");

         WHEREAS, KARSS has assigned to the Company all its rights and interest
in, to and under the Development Agreement, the Management Agreement and the
Project;

         WHEREAS, the Company has agreed to assume all of KARSS'S obligations
under each of the Agreements.

         WHEREAS, Lakes Gaming, Inc. desires to assign to Lakes Shingle Springs,
Inc. all its rights and interest in, to and under the Letter Agreement;

         WHEREAS, Lakes Shingle Springs, Inc. has agreed to assume all of Lakes
Gaming, Inc.'s obligations under the Letter Agreement;

         WHEREAS, KARSS has no objection to Lakes Gaming, Inc. assigning its
rights under the Letter Agreement to Lakes Shingle Springs, Inc. so long as
Lakes Gaming, Inc. guarantees the performance of all duties and obligations of
Lakes Shingle Springs, Inc and enters into that certain Guaranty Agreement
attached hereto as Exhibit D ., and to Lakes Shingle Springs, Inc. assuming
Lakes Gaming, Inc.'s obligations under the Letter Agreement;

         NOW THEREFORE, for $10.00 and other good and valuable consideration,
the receipt


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and sufficiency of which the parties hereby acknowledge, the parties agree as
follows:

         1. Lakes Gaming, Inc. hereby conveys, assigns and transfers to Lakes
Shingle Springs, Inc. all of Lakes Gaming, Inc.'s rights and interest in, to and
under the Letter Agreement.

         2. Lakes Shingle Springs, Inc. hereby agrees to assume all of Lakes
Gaming, Inc.'s obligations under the Letter Agreement.

         3. Lakes Gaming, Inc. and Lakes Shingle Springs, Inc. agree to execute
such other documents or take such other action as may be necessary to implement
the foregoing.

         4. KARSS agrees to and consents to Lakes Gaming, Inc. assigning its
rights under the Letter Agreement to Lakes Shingle Springs, Inc., and to Lakes
Shingle Springs, Inc. assuming Lakes Gaming, Inc.'s obligations under the Letter
Agreement;

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of this 29th day of July, 1999.


                                       LAKES GAMING, INC.


                                       By: /s/ Timothy Cope
                                          -----------------------------
                                       Name:   Timothy Cope
                                            ---------------------------
                                       Title: Executive Vice President
                                             --------------------------


                                       LAKES SHINGLE SPRINGS, INC.


                                       By: /s/ Timothy Cope
                                          -----------------------------
                                       Name:   Timothy Cope
                                            ---------------------------
                                       Title: Executive Vice President
                                             --------------------------


                                       KEAN ARGOVITZ RESORTS-
                                       SHINGLE SPRINGS, L.L.C.


                                       By: /s/ Kevin M. Kean, President
                                          ---------------------------
                                           Kevin M. Kean, President