<PAGE>   1
                                                                   EXHIBIT 10.62

                              MANAGEMENT AGREEMENT

                                   BETWEEN THE

                       POKAGON BAND OF POTAWATOMI INDIANS

                                       AND

                               LAKES GAMING, INC.










DATED AS OF JULY 8, 1999



<PAGE>   2



                                TABLE OF CONTENTS

1.  RECITALS..................................................................1

2   DEFINITIONS...............................................................2
    Affiliate.................................................................2
    Band Gaming Ordinance.....................................................2
    Band Representatives......................................................3
    Bank Lender...............................................................3
    BIA.......................................................................3
    Business Board............................................................3
    Capital Budget............................................................3
    Capital Replacement(s)....................................................3
    Capital Replacement Reserve...............................................3
    Class II Gaming...........................................................3
    Class III Gaming..........................................................3
    Collateral Agreements.....................................................3
    Compensation..............................................................4
    Confidential Information..................................................4
    Constitution..............................................................4
    Development Agreement.....................................................4
    Depository Account........................................................4
    Disbursement Accounts.....................................................4
    Emergency Condition.......................................................4
    Enterprise................................................................5
    Enterprise Accounts.......................................................5
    Enterprise Employee.......................................................5
    Enterprise Employee Policies..............................................5
    Facility..................................................................5
    Fiscal Year...............................................................5
    Furnishings and Equipment.................................................6
    Gaming....................................................................6
    Gaming Regulatory Authority...............................................6
    GRA.......................................................................6
    Gaming Site...............................................................6
    General Manager...........................................................6
    Generally Accepted Accounting Principles..................................7
    GAAP......................................................................7
    Gross Gaming Revenue (Win)................................................7
    Gross Revenues............................................................7
    House Bank................................................................7


                                       i

<PAGE>   3

    Internal Control Systems..................................................7
    Legal Requirements........................................................7
    Manager...................................................................8
    Manager's Internal Expenses...............................................8
    Manager's Representatives.................................................8
    Management Agreement......................................................8
    Management Fee............................................................8
    Managing Officer..........................................................8
    Material Breach...........................................................9
    Member of the Band Government.............................................9
    Minimum Balance...........................................................9
    Minimum Guaranteed Monthly Payment........................................9
    Monthly Distribution Payment..............................................9
    Net Revenues..............................................................9
    Net Revenues (gaming).....................................................9
    Net Revenues (other).....................................................10
    Operating Budget and Annual Plan.........................................11
    Operating Expenses.......................................................11
    Operating Supplies.......................................................13
    Plans and Specifications.................................................13
    Pokagon Council..........................................................13
    Pre-Opening Budget.......................................................13
    Pre-Opening Expenses.....................................................13
    Promotional Allowances...................................................13
    Relative.................................................................14
    State....................................................................14
    Term.....................................................................14

3   ENGAGEMENT; BUSINESS BOARD; COMPLIANCE...................................14
    Engagement of Manager....................................................14
    Term.....................................................................15
    Status of Gaming Site....................................................15
    Manager Compliance with Law; Licenses....................................15
    Compliance with Compact..................................................16
    Fire and Safety..........................................................16
    Compliance with the National Environmental Policy Act....................16
    Commencement Date........................................................16

4   BUSINESS AND AFFAIRS OF THE ENTERPRISE...................................16
    Manager's Authority and Responsibility...................................16
    Duties of Manager........................................................17



                                       ii

<PAGE>   4




    Physical Duties..........................................................17
    Compliance with Band Ordinances..........................................17
    Required Filings.........................................................17
    Contracts in Band's Name Doing Business as the Enterprise and at
    Arm's Length.............................................................17
    Enterprise Operating Standards...........................................17
    Security.................................................................18
    Damage, Condemnation or Impossibility of the Enterprise..................18
    Alcoholic Beverages and Tobacco Sales....................................18
    Employees................................................................18
    Manager's Responsibility.................................................18
    Enterprise Employee Policies.............................................18
    Senior Employees.........................................................19
    Enterprise Employees.....................................................19
    Removal of Employees.....................................................19
    No Manager Internal Expenses; Limitation on Manager Payments.............19
    GRA Expenses.............................................................20
    Employee Background Checks...............................................20
    Indian Preference: Recruiting and Training...............................20
    Pre-Opening..............................................................21
    Operating Budget and Annual Plan.........................................22
    Adjustments to Operating Budget and Annual Plan and Capital Budget.......24
    Capital Budgets..........................................................24
    Capital Replacements.....................................................25
    Capital Replacement Reserve..............................................26
    Periodic Contributions to Capital Replacement Reserve....................26
    Use and Allocation of Capital Replacement Reserve........................27
    Indian Preference: Vendors and Contractors...............................27
    Internal Control Systems.................................................27
    Banking and Bank Accounts................................................28
    Enterprise Accounts......................................................28
    Daily Deposits to Depository Account.....................................28
    Disbursement Accounts....................................................29
    No Cash Disbursements....................................................29
    Transfers Between Accounts...............................................29
    Insurance................................................................29
    Accounting and Books of Account..........................................29
    Statements...............................................................29
    Books of Account.........................................................30
    Accounting Standards.....................................................30
    Annual Audit.............................................................30





                                      iii


<PAGE>   5



    Manager's Contractual Authority..........................................31
    Retail Shops and Concessions.............................................31
    Entertainment Approvals..................................................31
    Litigation...............................................................31

5   MANAGEMENT FEE, DISBURSEMENTS, AND OTHER
    PAYMENTS BY MANAGER......................................................32
    Management Fee...........................................................32
    Fee Subordinated.........................................................32
    Disbursements............................................................32
    Adjustment to Bank Account...............................................33
    Payment of Fees and Band Disbursement....................................33
    Minimum Guaranteed Monthly Payment.......................................33
    Payment of Net Revenues..................................................35
    Harrah's Termination Agreement...........................................35

6   ENTERPRISE NAME; MARKS...................................................35
    Enterprise Name..........................................................35
    Marks....................................................................35
    Signage..................................................................35

7   TAXES....................................................................36
    State and Local Taxes....................................................36
    Band Taxes...............................................................36
    Compliance with Internal Revenue Code....................................36

8   BUY-OUT OPTION...........................................................37

9   EXCLUSIVITY; NON-COMPETITION.............................................37
    Exclusivity in Michigan..................................................37
    Indiana Casino...........................................................37
    Non-Competition..........................................................37
    Permitted Assignment; Change of Control..................................38
    Restrictions on Collateral Development...................................40

10  REPRESENTATIONS, WARRANTIES, AND  COVENANTS..............................40
    Representations and Warranties of the Band...............................40
    Due Authorization........................................................41
    Valid and Binding........................................................41
    Pending Litigation.......................................................41
    Band Covenants...........................................................41


                                       iv


<PAGE>   6


    No Impairment of Contract................................................41
    Waiver of Sovereign Immunity.............................................41
    Valid and Binding........................................................41
    Legal Compliance.........................................................42
    No Termination...........................................................42
    Representations and Warranties of Manager................................42
    Due Authorization........................................................42
    Valid and Binding........................................................42
    Litigation...............................................................42
    Certifications...........................................................42
    Manager Covenants........................................................42
    Noninterference in Band Affairs..........................................42
    Prohibition of Payments to Members of Band Government....................43
    Prohibition of Hiring Members of Band Government.........................43
    Prohibition of Financial Interest in Enterprise..........................43
    No Amendment.............................................................43
    CRC......................................................................44
    No Liens.................................................................44
    Permitted Liens..........................................................45
    Authority to Execute and Perform Agreement...............................45
    Brokerage................................................................45

11  DEFAULT..................................................................45
    Events of Default by the Band............................................45
    Events of Default by Manager.............................................46
    Material Breach; Right to Cure...........................................47

12  TERMINATION..............................................................47
    Voluntary Termination....................................................47
    Termination if No NIGC Approval..........................................47
    Manager Right to Terminate on Band Event of Default......................47
    Band Right to Terminate on Manager Event of Default......................47
    Band Right to Terminate for Material Adverse Change......................48
    Termination if Manager License Withdrawn or on Conviction................49
    Termination on Buy-Out...................................................49
    Involuntary Termination Due to Changes in Legal Requirements.............49

13  DISPUTE RESOLUTION; LIQUIDATED DAMAGES...................................50
    Band's Waiver of Sovereign Immunity and Consent to Suit..................50
    Arbitration..............................................................51
    Choice of Law............................................................51


                                       v



<PAGE>   7


    Place of Hearing.........................................................51
    Confidentiality..........................................................51
    Limitation of Actions....................................................51
    Damages..................................................................51
    Consents and Approvals...................................................52
    Injunctive Relief and Specific Performance...............................52
    Action to Compel Arbitration.............................................52
    Damages on Termination for Failure to Obtain NIGC Approval...............52
    Liquidated Damages and Limitations on Remedies...........................52
    Liquidated Damages Payable by Manager....................................53
    Liquidated Damages Payable by the Band...................................53
    Manager Continuing Obligations...........................................53
    Termination of Exclusivity...............................................53
    Remedies.................................................................53
    Band Injunctive Relief...................................................54
    No Setoff Against Payments to Band.......................................54
    Indemnification on Termination...........................................54
    Fees not Damages.........................................................54
    Undistributed Net Revenues...............................................54

14  CONSENTS AND APPROVALS...................................................55
    Band.....................................................................55
    Manager..................................................................55

15  DISCLOSURES..............................................................55
    Shareholders and Directors...............................................55
    Warranties...............................................................55
    Disclosure Amendments....................................................56
    Breach of Manager's Warranties and Agreements............................57

16  NO PRESENT LIEN, LEASE OR JOINT VENTURE..................................57

17  CONCLUSION OF THE MANAGEMENT TERM........................................57

18  MISCELLANEOUS............................................................57
    Situs of the Contracts...................................................57
    Notice...................................................................58
    Relationship.............................................................59
    Further Actions..........................................................59
    Waivers..................................................................59
    Captions.................................................................59


                                       vi



<PAGE>   8


    Severability.............................................................59
    Advances.................................................................60
    Third Party Beneficiary..................................................60
    Survival of Covenants....................................................60
    Estoppel Certificate.....................................................60
    Periods of Time; Time of Essence.........................................60
    Exhibits.................................................................60
    Successors and Assigns...................................................60
    Confidential and Proprietary Information.................................60
    Patron Dispute Resolution................................................61
    Modification.............................................................61
    Entire Agreement.........................................................61
    Government Savings Clause................................................61
    Preparation of Agreement.................................................62
    Consents.................................................................62
    Execution................................................................62


                                       vii

<PAGE>   9



                                LIST OF EXHIBITS

Exhibit A   Manager's Affiliates, Principal Shareholders, Officers and Directors

Exhibit B   Pending Band Litigation











                                      viii

<PAGE>   10



                              MANAGEMENT AGREEMENT

          THIS MANAGEMENT AGREEMENT has been entered into as of July 8th, 1999,
by and between the POKAGON BAND OF POTAWATOMI (the "Band"), and LAKES GAMING,
INC., a Minnesota corporation ("Manager") for the operation of a gaming facility
in the State of Michigan.

1.    RECITALS

1.1      The Band, pursuant to 25 U.S.C. ss.ss. 1300j et seq. (the
         "Restoration Act"), is a federally recognized Indian tribe
         recognized as eligible by the Secretary of the Interior for
         the special programs and services provided by the United
         States to Indians because of their status as Indians and is
         recognized as possessing powers of self-government.

1.2      As authorized by the Restoration Act, the Band intends to
         acquire the Gaming Site in the State of Michigan, to be held
         by the federal government in trust for the Band, on which the
         Band intends to construct and operate a permanent Class III
         gaming facility (the "Facility"); and the Band will possess
         sovereign governmental powers over the Gaming Site pursuant to
         the Band's recognized powers of self government, and the Band
         desires to use the Gaming Site to improve the economic
         conditions of its members.

1.3      Manager has paid $150,000, will on execution of this Agreement
         pay a further $100,000, and shall on Ratification pay a
         further $900,000, in each case as nonrefundable fees to the
         Band as part of the process which has led to the selection of
         Manager as the intended operator of the Facility.

1.4      Upon the transfer of the Gaming Site to the United States in trust
         for the Band, the Band will possess sovereign powers over the Gaming
         Site pursuant to the Band's recognized powers of self-government.

1.5      The Band desires to use the Gaming Site and the Facility to
         improve the economic conditions of its members, to enable it
         to serve the social, economic, educational and health needs of
         the Band, to increase the revenues of the Band and to enhance
         the Band's economic self sufficiency and self determination.

1.6      The Band wishes to establish an Enterprise, as hereinafter defined, to
         conduct Class II and Class III Gaming as hereinafter defined on the
         Gaming
                                        1

<PAGE>   11
         Site.  This Agreement sets forth the manner in which the Enterprise
         will be managed.

1.7      Manager has agreed to certain terms and has represented to the Band
         that it has the managerial and financial capacity to provide and to
         secure financing for the funds necessary to develop and construct the
         Facility, as defined herein, and to commence the operation of the
         Enterprise on the Gaming Site.

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

1.9      The Band desires to grant Manager the exclusive right and
         obligation to develop, manage, operate and maintain the
         Enterprise as described in this Agreement and to train Band
         members and others in the operation and maintenance of the
         Enterprise during the term of this Agreement. Manager wishes
         to perform these functions for the Band.

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

2     DEFINITIONS

      As they are used in this Agreement, the terms listed below shall have
      the meaning assigned to them in this Section:

      "AGREEMENT" shall mean this Management Agreement.

      "AGREEMENTS" shall mean this Agreement and the Development Agreement.

      "AFFILIATE" means as to Manager or the Band, any corporation,
partnership, limited liability company, joint venture, trust department or
agency or individual controlled by, under common control with, or which directly
or indirectly controls, Manager or the Band.

      "BAND EVENT OF DEFAULT" has the meaning described in ss. 11.1.



                                       2


<PAGE>   12



         "BAND GAMING ORDINANCE" shall mean the ordinance and any amendments
thereto to be enacted by the Band, which authorizes and regulates Class II and
Class III Gaming on Indian lands subject to the governmental power of the Band.

         "BAND INTEREST RATE" shall mean the lesser of (i) Wall Street Journal
prime rate as of the Bank Closing plus 1%, or (ii) 10%.

         "BAND REPRESENTATIVES" shall mean the persons designated by the Pokagon
Council to sit on the Business Board.

         "BANK CLOSING" means the closing on the Bank Loan.

         "BANK LENDER" shall mean the financial institution agreed upon by the
parties to provide certain funding necessary to design, construct, and equip the
Facility, and provide start-up capital for the Enterprise.

        "BANK LOAN" shall have the meaning defined in the Development Agreement.

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

        "BUSINESS BOARD" shall mean the decision making body created pursuant
to ss. 3.4 of this Agreement.

        "BUY-OUT OPTION" shall mean the Band's option to buy out this Agreement
under ss. 8.

        "CAPITAL BUDGET" shall mean the capital budget described in ss. 4.12.

        "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
under GAAP.

        "CAPITAL REPLACEMENT RESERVE" shall mean the reserve described in ss.
4.14, into which periodic contributions are paid pursuant to ss. 4.15.

        "CHANGE OF CONTROL" shall have the meaning set out in ss. 9.4.3.

        "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


                                       3

<PAGE>   13



         "COLLATERAL AGREEMENTS" shall mean any agreements defined as collateral
agreements under 25 USC ss. 2711(a)(3) and regulations issued thereto at 25
C.F.R. ss. 502.5.

         "COMMENCEMENT DATE" shall mean the first date that the permanent
Facility is complete, open to the public and that Gaming is conducted in the
Facility pursuant to the terms of this Agreement. "Commencement Date" shall not
mean the opening of the Temporary Facility.

         "COMPACT" shall mean the Compact between the Band and the State dated
December 3, 1998 and approved in 64 Fed.Reg. No. 32, Thursday, February 18,
1999, at 8111, as the same may, from time to time, be amended; or such other
compact or consent decree that may be substituted therefor.

         "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
executive or other 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.

         "CONFIDENTIAL INFORMATION" shall mean the information described in ss.
18.15.

         "CONSTITUTION" shall mean the document or documents which govern the
actions of the Band and, upon enactment, the Constitution of the Pokagon Band of
Potawatomi Indians as ultimately approved by the Band and approved by the
Secretary of the Interior.

         "CORPORATE COMMISSION" shall mean a body corporate and politic
established, at the Band's discretion, by the Pokagon Council to own the
Enterprise and such other businesses and assets as the Band may deem
appropriate.

         "CRC" means Casino Resource Corporation, a Minnesota  corporation and
its Insiders.

         "DEVELOPMENT AGREEMENT" shall mean the agreement of even date between
Manager and the Band.

         "DEPOSITORY ACCOUNT" shall mean the bank account described in ss.
4.19.2.


                                       4

<PAGE>   14



         "DISBURSEMENT ACCOUNTS" shall mean the bank account or accounts
described in ss. 4.19.3.

         "EFFECTIVE DATE" shall have the meaning provided in ss. 18.22.

         "EMERGENCY CONDITION" shall have the meaning set forth in ss. 4.13.

         "ENTERPRISE" shall mean the enterprise of the Band created by the Band
to engage in Class II and Class III Gaming at the Facility, and which shall
include all gaming at the Facility and any other lawful commercial activity
allowed in the Facility, including but not limited to the sale of alcohol,
tobacco, gifts and souvenirs; provided, however, the Enterprise shall only
include any hotel operated by the Band, ancillary non- Gaming activity within
the Facility, or other commercial enterprise conducted by the Band which is not
generally related to Class II or Class III Gaming if such hotel, non- Gaming
activity or other commercial enterprise (a) is financed by, or through the
guaranty of, Manager, (b) is specifically included within the Initial Scope of
Work or is not a material expansion of the Initial Scope of Work, or (c) is
specified by the Business Board and the Pokagon Council as being included in the
Enterprise, in which case depreciation and other expenses relating to such
hotel, non-Gaming activity or other commercial enterprise shall be an Operating
Expense, all related revenues shall be included in Gross Revenues, and interest
on all related financing shall be paid by the Enterprise; and provided further
that the Enterprise shall not include a tribal gift/craft business which the
Band may elect to operate, rent free, on an area of about 2,400 square feet at
the Facility. The design and operation of such gift/craft shop shall be
consistent with the theme and quality of the Facility, and the location of such
gift/craft shop shall be approved by the Business Board.

        "ENTERPRISE ACCOUNTS" shall mean those accounts described in ss. 4.19.1.

        "ENTERPRISE EMPLOYEE" shall mean all employees who work at the Facility.

        "ENTERPRISE EMPLOYEE POLICIES" shall mean those employee policies
described in ss. 4.5.2.

        "ENTERPRISE INVESTMENT POLICY" shall have the meaning
described in ss. 4.19.1.

        "EQUIPMENT LENDER" shall mean the entity making the Equipment Loan.

        "EQUIPMENT LOAN" shall have the meaning provided in the Development
Agreement.



                                       5

<PAGE>   15


         "FACILITY" shall mean all buildings, structures, and improvements
located on the Gaming Site and all fixtures, Furnishings and Equipment attached
to, forming a part of, or necessary for the operation of the Enterprise.

         "FISCAL YEAR" shall mean the 12-month period commencing on the first
day of the month next following the Commencement Date, and each succeeding
12-month period, or such other period as the Pokagon Council and Manager may
agree. The Band and Manager agree to take such actions as are necessary to
implement this Fiscal Year promptly after the Commencement Date.

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

             (i)      cashier, money sorting and money counting equipment,
                      surveillance and communication equipment, and security
                      equipment;

             (ii)     slot machines, video games of chance, table games,
                      keno equipment and other gaming equipment;

             (iii)    office furnishings and equipment;

             (iv)     hotel equipment (to the extent a hotel is included in the
                      Enterprise);

             (v)      specialized equipment necessary for the operation of
                      any portion of the Enterprise for accessory purposes,
                      including equipment for kitchens, laundries, dry
                      cleaning, cocktail lounges, restaurants, public
                      rooms, commercial and parking spaces, and
                      recreational facilities; and

             (vi)     all other furnishings and equipment hereafter located
                      and installed in or about the Facility which are used
                      in the operation of the Enterprise in accordance with
                      the standards set forth in this Agreement.

         "GAMING" shall mean any and all activities defined as Class II and
Class III Gaming.

         "GAMING REGULATORY AUTHORITY" or "GRA" shall mean the Band body created
pursuant to the Band Gaming Ordinance to regulate the Class II and Class III
Gaming of the Band in accordance with the Compact, the IGRA and the Band Gaming
Ordinance.



                                        6

<PAGE>   16



        "GAMING SITE" shall mean any parcel of land in the State identified by
the Band, after consultation with Manager, as suitable for development of the
Facility and operation of the Enterprise which meets the requirements of United
States of America to be accepted in trust for the Band for Gaming purposes.

        "GENERAL MANAGER" shall mean the person employed by the Band to direct
the operation of the Enterprise.

        "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" or "GAAP" shall mean the
principles defined by the Financial Accounting Standards Board.

        "GROSS GAMING REVENUE (WIN)" shall mean the net win from gaming
activities which is the difference between gaming wins and losses before
deducting costs and expenses.

        "GROSS REVENUES" shall mean all revenues of any nature derived directly
or indirectly from the Enterprise including, without limitation, Gross Gaming
Revenue (Win), food and beverage sales and other rental or other receipts from
lessees, sublessees, licensees and concessionaires (but not the gross receipts
of such lessees, sublessees, licensees and concessionaires provided that such
lessees, sublessees, licensees and concessionaires are not Affiliates or
Insiders of Manager), and revenue recorded from Promotional Allowances, but
excluding any Permitted Taxes.

        "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.

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

        "INSIDER" has the meaning defined in 11 U.S.C. ss. 101(31), assuming
Manager were the debtor in that definition, and shall include persons or
entities that become Insiders after the date of this Agreement, whether as the
result of a merger, acquisition.
restructuring or otherwise.

        "INTERNAL CONTROL SYSTEMS" shall mean the systems described in ss. 4.18.

        "LAKES DEVELOPMENT LOAN" shall have the meaning defined in the
Development Agreement.


                                       7


<PAGE>   17




         "LEGAL REQUIREMENTS" shall mean any and all present and future
judicial, administrative, and tribal rulings or decisions, and any and all
present and future federal, state, local and tribal laws, ordinances, rules,
regulations, permits, licenses and certificates, in any way applicable to the
Band, Manager, the Gaming Site, the Facility and the Enterprise, including
without limitation, the IGRA, the Compact, and the Band Gaming Ordinance.

         "LIMITED RECOURSE" shall mean that all Loans and all liabilities of the
Band under or related to the Agreements, the Enterprise or the Gaming Regulatory
Authority, and any related awards, judgments or decrees, shall be payable solely
out of undistributed or future Net Revenues of the Enterprise and shall be a
limited recourse obligation of the Band, with no recourse to tribal assets other
than such Net Revenues (except (i), as to the Equipment Loan, a security
interest in the Furnishings and Equipment purchased with Equipment Loan
proceeds, (ii), if the Commencement Date does not occur, Subsequent Gaming
Facility Revenues to the extent provided in this Agreement, and (iii) mortgages
on the Gaming Site and Non-Gaming Lands prior to their transfer into trust). In
no event shall Lakes or any lender or other claimant have recourse to (a) the
physical property of the Facility (other than Furnishings and Equipment subject
to the security interest securing the Equipment Loan), (b) Tribal Distributions,
(c) assets of the Band purchased with Tribal Distributions, (d) revenues or
assets of any other gaming facility owned or operated by the Band, or (e) any
other asset of the Band (other than (i) as to the Transition Loan and the
Non-Gaming Acquisition Line of Credit, if the Commencement Date does not occur,
Subsequent Gaming Facility Revenues to the extent provided in this Agreement,
(ii) as to the Non-Gaming Acquisition Line of Credit, mortgages on the Non-
Gaming Lands prior to their transfer into trust, (iii) as to the Lakes Note,
mortgages on the Gaming Site prior to their transfer into trust, and (iv) such
Net Revenues of the Enterprise).

         "LOANS" shall mean the Lakes Development Loan, the Bank Loan and the
Equipment Loan.

         "MANAGER" shall mean Lakes Gaming, Inc.

         "MANAGER'S INTERNAL EXPENSES" shall mean Manager's corporate overhead,
including without limitation salaries or benefits of any of Manager's officers
and employees, whether or not they perform services for the Project or the
Enterprise, and any travel or other expenses of Manager's employees.

         "MANAGER'S REPRESENTATIVES" shall mean the persons designated by
Manager to sit on the Business Board.


                                       8

<PAGE>   18



         "MANAGEMENT AGREEMENT" shall mean this Agreement and may be referred to
herein as the "Agreement".

         "MANAGEMENT FEE" shall mean the management fee described in ss. 5.1.

         "MANAGER EVENT OF DEFAULT" has the meaning described in ss. 11.2.

         "MANAGING OFFICER" shall mean the person designated by Manager to serve
as a liaison between Manager and the Band and to serve on the Business Board.

         "MARKS" means all trade names, trade marks and service marks used by
the Facility or the Enterprise.

         "MATERIAL BREACH" means a failure of either party to perform any
material duty or obligation on its part, if such party fails to (i) cure the
specified default within thirty (30) days following receipt of the notice
provided under ss. 11.3, or (ii) if the default is not capable of being cured
within 30 days, commences such cure within 30 days, proceeds diligently to
complete the cure, and completes the cure no later than 90 days after receipt of
such notice.

         "MEMBER OF THE BAND GOVERNMENT" shall mean any member of the Pokagon
Council, the GRA or any independent board or body created to oversee any aspect
of Gaming and any Pokagon court official.

         "MINIMUM BALANCE" shall mean the amount described in ss. 4.19.1.

         "MINIMUM GUARANTEED MONTHLY PAYMENT" shall mean the payment due the
Band each month commencing in the month after the Commencement Date occurs in
accordance with 25 U.S.C. ss. 2711(b)(3) and ss. 5.6 hereof.

         "MONTHLY DISTRIBUTION PAYMENT" shall have the meaning set forth in ss.
 5.5.

         "NATIONAL INDIAN GAMING COMMISSION" OR "NIGC" means the commission
established pursuant to 25 U.S.C. ss. 2704.

         "NET REVENUES" shall mean the sum of "NET REVENUES (GAMING)" and "NET
REVENUES (OTHER)".

         "NET REVENUES (GAMING)" shall mean the Gross Gaming Revenue (Win), of
the Enterprise from Class II or Class III gaming less all gaming related
Operating Expenses, excluding the Management Fee, and less the retail value of
any Promotional Allowances,


                                        9



<PAGE>   19


and less the following revenues actually received by the Enterprise and included
in Gross Revenues:

            (i)    any gratuities or service charges added to a customer's bill:

            (ii)   any credits or refunds made to customers, guests or patrons;

            (iii)  any sums and credits received by the Enterprise for
                   lost or damaged merchandise;

            (iv)   any sales taxes, excise taxes, gross receipt taxes,
                   admission taxes, entertainment taxes, tourist taxes
                   or charges received from patrons and passed on to a
                   governmental or quasi governmental entity, including
                   without limitation any Permitted Taxes;

            (v)    any proceeds from the sale or other disposition of
                   furnishings and equipment or other capital assets;

            (vi)   any fire and extended coverage insurance proceeds
                   other than for business interruption;

            (vii)  any condemnation awards other than for temporary
                   condemnation; and

            (viii) any proceeds of financing or refinancing.

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

     "NET REVENUES (OTHER)" shall mean all Gross Revenues of the Enterprise
from all other sources in support of Class II or Class III gaming not included
in "Net Revenues (gaming)," such as food and beverage, entertainment, and
retail, less all Operating Expenses, excluding the Management Fee and less the
retail value of Promotional Allowances, if any, and less the following revenues
actually received by the Enterprise and included in Gross Revenues:

            (i)    any gratuities or service charges added to a customer's bill;

            (ii)   any credits or refunds made to customer, guests or patrons;

            (iii)  any sums and credits received by the Enterprise for
                   lost or damaged merchandise;


                                       10


<PAGE>   20



            (iv)   any sales taxes, excise taxes, gross receipt taxes,
                   admission taxes, entertainment taxes, tourist taxes
                   or charges received from patrons and passed on to a
                   governmental or quasi governmental entity, including
                   without limitation any Permitted Taxes;

            (v)    any proceeds from the sale or other disposition of
                   furnishing and equipment or other capital assets;

            (vi)   any fire and extended coverage insurance proceeds
                   other than for business interruption;

            (vii)  any condemnation awards other than for temporary
                   condemnation; and

            (viii) any proceeds of financing or refinancing;


but excluding revenues from hotel, non-Gaming activity or other commercial
enterprises not included in the Enterprise.

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

     "NEW POKAGON COUNCIL" means the Pokagon Council elected at a Band election
scheduled for on or about July 10, 1999, which shall take office in August,
1999.

     "NIGC APPROVAL" means (a) a determination by NIGC that Lakes is suitable
for licensing and (b) approval by NIGC of the Agreements.

     "NIGC DISAPPROVAL" means a determination by NIGC that Lakes is unsuitable
for licensing, if within 120 days after notification of the NIGC decision Lakes
has not cured the reason for such unsuitability and obtained a statement of
suitability from NIGC.

     "OPERATING BUDGET AND ANNUAL PLAN" shall mean the operating budget and
plan described in ss. 4.11.

     "OPERATING EXPENSES" shall mean all expenses of the operation of the
Enterprise, pursuant to GAAP, including but not limited to the following:

            (i)    the Compensation of Enterprise Employees;

            (ii)   Operating Supplies for the Enterprise;



                                       11
<PAGE>   21
                  (iii)    utilities;

                  (iv)     repairs and maintenance of the Facility (excluding
                           Capital Replacements)

                  (v)      interest on the Loans and all other loans or capital
                           leases pertaining to the Facility and the Enterprise,
                           but shall exclude interest on the Non-Gaming Land
                           Acquisition Line of Credit and the Transition
                           Loan;

                  (vi)     interest on installment contract purchases or other
                           interest charges on debt approved by the Business
                           Board;

                  (vii)    insurance and bonding;

                  (viii)   advertising and marketing, including busing and
                           transportation of patrons to the Facility;

                  (ix)     accounting, audit, legal and other professional fees;

                  (x)      security costs;

                  (xi)     operating lease payments for Furnishings and
                           Equipment to the extent approved by the Business
                           Board, and capital lease payments to the extent
                           approved by the Business Board and properly expensed
                           under GAAP;

                  (xiii)   trash removal;

                  (xiv)    cost of goods sold;

                  (xv)     other expenses designated as Operating Expenses in
                           accordance with the accounting standards as referred
                           to in ss. 4.21.3;

                  (xvi)    expenses specifically designated as Operating
                           Expenses in this Agreement;

                  (xvii)   depreciation and amortization of the Facility based
                           on an assumed 30 year life, and depreciation and
                           amortization of all other assets in accordance with
                           GAAP;

                                       12

<PAGE>   22


                  (xviii)  recruiting and training expenses;

                  (xix)    fees due to the NIGC under the IGRA;

                  (xx)     any required payments to the State or local
                           governments made by or on behalf of the Enterprise or
                           the Band pursuant to the Compact or any related
                           consent decree;

                  (xxi)    any budgeted charitable contributions by the
                           Enterprise for the benefit of charities located or
                           providing services in the vicinity of the Gaming Site
                           which are approved by the Business Board;

                  (xxii)   Pre-opening expenses shall be capitalized and treated
                           as an expense during the first year after opening;
                           and

                  (xxiii)  charges, assessments, fines or fees imposed by
                           governmental entities of the Band which are
                           reasonably related to the cost of Tribal governmental
                           regulation of public health, safety or welfare, or
                           the integrity of Tribal gaming operations.

but Operating Expenses shall not include any portion of Manager's Internal
Expenses or Permitted Taxes (other than as described in clause xxiii above), or
any expenses related to hotel, non-Gaming activity or other commercial
enterprises not included in the Enterprise.

         "OPERATING SUPPLIES" shall mean food and beverages (alcoholic and
nonalcoholic) and other consumable items used in the operation of a casino, such
as playing cards, tokens, chips, plaques, dice, fuel, soap, cleaning materials,
matches, paper goods, stationary and all other similar items.

         "PERMITTED TAXES" shall mean taxes, fees, assessments or other charges
imposed by the Band that are permitted under ss. 7.2.

         "PLANS AND SPECIFICATIONS" shall mean the final Plans and
Specifications approved for the Facility as described in the Development
Agreement.

         "POKAGON COUNCIL" shall mean the duly elected, governing legislative
body of the Band described pursuant to Public Law 102-323 or, at the option of
the Band, a designee committee or council created pursuant to resolution or
ordinance of the Pokagon Council.

         "PRE-OPENING BUDGET" shall have the meaning described in ss. 4.10.



                                       13

<PAGE>   23


         "PRE-OPENING EXPENSES" shall have the meaning described in ss. 4.10.

         "PROJECT" shall have the meaning described in ss. 4.1 of the
Development Agreement.

         "PROMOTIONAL ALLOWANCES" shall mean the retail value of complimentary
food, beverages, merchandise, and tokens for gaming, provided to patrons as
promotional items.

         "RATIFICATION" means passage on or before September 15, 1999 of a
resolution by the New Pokagon Council, at a duly called meeting with a quorum
present, ratifying and endorsing the execution of this Agreement by the Band.

         "RELATIVE" shall mean an individual residing in the same household who
is related as a spouse, father, mother, son or daughter.

         "RESTORATION ACT" shall mean 25 U.S.C. ss.ss. 1300j et seq.

         "RESTRICTED TERRITORY" shall mean the States of Ohio, Illinois, Indiana
and Michigan.

         "STATE" shall refer to the State of Michigan.

         "SUBSEQUENT GAMING FACILITY REVENUES" means gaming revenues from a
gaming facility (other than the Facility) owned or operated by the Band in
Michigan, but only to the following extent: (i) all Class III Gaming Net
Revenue, and (ii) Class II Gaming Net Revenue to the extent that such Class II
Net Revenue exceeds $1,000,000.

         "TEMPORARY FACILITY" means a Temporary Facility located on the Gaming
Site, if the Band elects to built and operate such a temporary facility prior to
the Commencement Date in accordance with the Development Agreement, after
consultation with Lakes.

         "TERM" shall mean the term of this Agreement as described in ss. 3.2.

         "TRIBAL DISTRIBUTIONS" shall mean Monthly Distribution Payments,
Minimum Guaranteed Monthly Payments and any other payments received by the Band
from the Enterprise pursuant to or in connection this Agreement.

2.1      Terms defined in the Development Agreement not otherwise defined in
         this Agreement shall have the same meaning herein as therein.



                                       14



<PAGE>   24


3        ENGAGEMENT; BUSINESS BOARD; COMPLIANCE

         In consideration of the mutual covenants contained in this Agreement,
the parties agree and covenant as follows:

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

3.2               Term. The term of this Agreement shall begin on the date this
                  Agreement, the Development Agreement and the Lakes Note are
                  approved by the Chairman of the NIGC, and/or the BIA, if
                  required, and continue for a period of five (5) years after
                  the Commencement Date unless earlier terminated in accordance
                  with its terms; but this five year term shall not be construed
                  to include the period of time any Temporary Facility may be
                  open.

3.3               Status of Gaming Site. The Band represents and covenants that
                  it will acquire a Gaming Site in accordance with the terms of
                  the Development Agreement, and will maintain the Gaming Site
                  throughout the Term as land held in Trust by the United States
                  of America for the benefit of the Band, eligible as a location
                  upon which Class II and Class III Gaming can occur. The Band
                  covenants, during the term hereof, that Manager shall and may
                  peaceably have complete access to and presence in the Facility
                  in accordance with the terms of this Agreement, free from
                  molestation, eviction and disturbance by the Band or by any
                  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.

3.4               Creation and Operation of Business Board. The Band and the
                  Manager agree to create a Business Board comprised of an equal
                  number of persons representing and designated by the Band and
                  the Manager. Unless otherwise agreed by the Band and the
                  Manager, the Business Board shall have four (4) members. Any
                  member of the Business Board may designate another person to
                  exercise authority as a member by written notice signed by
                  such Business Board member and given in accordance withss.18.2
                  of this Agreement. The Business Board shall remain active
                  during the entire term of this Agreement. Within thirty (30)
                  days following the date of this Agreement, each party shall
                  give the other notice of the individuals initially designated
                  by each to serve on the Business Board. The Business Board



                                       15


<PAGE>   25


                  shall have the obligations, rights and powers described in
                  this Agreement. In order to be effective, any action of the
                  Business Board must be the result of mutual agreement of a
                  majority of the Business Board members or their designees. In
                  the event mutual agreement cannot be reached, the appropriate
                  action shall be determined in the manner provided in Article
                  13.

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

3.6               Compliance with Compact. The parties shall at times comply
                  with the provisions of the Compact.

3.7               Fire and Safety. Manager shall ensure that the Facility shall
                  be constructed and maintained in compliance with all fire and
                  safety statutes, ordinances, and regulations which would be
                  applicable if the Facility were located outside of the
                  jurisdiction of the Band although those requirements would not
                  otherwise apply within that jurisdiction. Nothing in this
                  Section shall grant any jurisdiction to the State or any
                  political subdivision thereof over the Gaming Site or the
                  Facility. Manager and the Band shall be jointly responsible
                  for arranging fire protection and police services for the
                  Facility.

3.8               Compliance with the National Environmental Policy Act. With
                  the assistance of Manager, the Band shall supply the NIGC with
                  all information necessary for the NIGC to comply with any
                  regulations of the NIGC issued pursuant to the National
                  Environmental Policy Act (NEPA).

3.9               Commencement Date. Manager shall memorialize the Commencement
                  Date in a writing signed by Manager and delivered to the Band
                  and to the Chairman of the NIGC.

4        BUSINESS AND AFFAIRS OF THE ENTERPRISE

4.1               Manager's Authority and Responsibility. 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. It is the parties' intention that
                  the Enterprise be open 24 hours daily, seven days a week.
                  Manager is




                                       16

<PAGE>   26



                  hereby granted the necessary power and authority to act,
                  through the General Manager, in order to fulfill all of its
                  responsibilities under this Agreement. Nothing herein grants
                  or is intended to grant Manager a titled interest to the
                  Facility or to the Enterprise. Manager hereby accepts such
                  retention and engagement. The Band 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 and the Facility, under this
                  Agreement, Manager's duties shall include, without limitation,
                  the following:

4.2.1                      Physical Duties. Manager shall use reasonable
                           measures for the orderly physical administration,
                           management, and operation of the Enterprise and the
                           Facility, including without limitation cleaning,
                           painting, decorating, plumbing, carpeting, grounds
                           care and such other maintenance and repair work as is
                           reasonably necessary.

4.2.2                      Compliance with Band Ordinances. Manager shall comply
                           with all duly enacted statutes, regulations and
                           ordinances of the Band, subject to the provisions of
                           ss. 10.2.1.

4.2.3                      Required Filings. Manager shall comply with all
                           applicable provisions of the Internal Revenue Code
                           including, but not limited to, the prompt filing of
                           any cash transaction reports and W-2G reports that
                           may be required by the Internal Revenue Service of
                           the United States or under the Compact.

4.2.4                      Contracts in Band's Name Doing Business as the
                           Enterprise and at Arm's Length. Contracts for the
                           operations of the Enterprise shall be entered into in
                           the name of the Band, doing business as the
                           Enterprise, and signed by the General Manager. Any
                           contract requiring an expenditure in any year in
                           excess of $50,000, or such higher amount as may be
                           set by the Business Board, shall be approved by the
                           Business Board. No contracts, of any amount, for the
                           supply of goods or services to the Enterprise shall
                           be entered into with an Affiliate or Insider of the
                           Manager unless that affiliation is disclosed to and
                           approved by the Business Board, and the contract
                           terms are no less favorable for the Enterprise than
                           could be obtained from a nonaffiliated contractor.
                           Nothing contained in this ss.4.2.4




                                       17

<PAGE>   27






                           shall be deemed to be or constitute a waiver of the
                           Band's sovereign immunity.

4.2.5                      Enterprise Operating Standards. Manager shall use its
                           best efforts to operate the Enterprise in a proper,
                           efficient and competitive manner in accordance with
                           operating standards which are consistent with the
                           highest operating standards of the casino,
                           hospitality and resort industries.

4.2.6                      Security. Manager shall provide for appropriate
                           security for the operation of the Enterprise. All
                           aspects of the Facility security shall be the
                           responsibility of Manager. Any security officer shall
                           at the request of the Business Board be bonded and
                           insured in an amount commensurate with his or her
                           enforcement duties and obligations. The cost of any
                           charge for security and increased public safety
                           services will be an Operating Expense.

4.3               Damage, Condemnation or Impossibility of the Enterprise.
                  Damage to or destruction or condemnation of the Facility or
                  the Enterprise shall be governed by the provisions of ss. 13.8
                  of the Development Agreement.

4.4               Alcoholic Beverages and Tobacco Sales. During the term of this
                  Agreement alcoholic beverages may be served at the Facility if
                  permissible in accordance with applicable law. The parties
                  acknowledge that no enabling Band legislation for the sale of
                  alcoholic beverages is now in force, and that such legislation
                  would be necessary in order to serve alcoholic beverages at
                  the Facility. If such legislation is subsequently enacted, and
                  if other requisite approvals are obtained, the Band and
                  Manager may mutually agree to include service of such
                  beverages within the Enterprise. Tobacco may be sold at the
                  Facility subject to and in accordance with the Band's
                  licensing requirements, if any.

4.5               Employees.

4.5.1                      Manager's Responsibility. Manager shall have, subject
                           to the terms of this Agreement, the exclusive
                           responsibility and authority to direct the selection,
                           control and discharge of all employees performing
                           regular services for the Enterprise in connection
                           with the maintenance, operation, and management of
                           the Enterprise and the Facility and any activity upon
                           the Gaming Site; and the sole


                                       18



<PAGE>   28

                           responsibility for determining whether a prospective
                           employee is qualified and the appropriate level of
                           Compensation to be paid.

4.5.2                      Enterprise Employee Policies. Manager shall prepare a
                           draft of personnel policies and procedures (the
                           "Enterprise Employee Policies"), including a job
                           classification system with salary levels and scales,
                           which policies and procedures shall be subject to
                           approval by the Business Board and the Pokagon
                           Council. The Enterprise Employee Policies shall
                           include a grievance procedure in order to establish
                           fair and uniform standards for the Enterprise
                           Employees, which will include procedures for the
                           resolution of disputes between Manager and Enterprise
                           Employees. Any revisions to the Enterprise Employee
                           Policies shall not be effective unless they are
                           approved by the Business Board. All such actions
                           shall comply with applicable Band law.

4.5.3                      Senior Employees. The selection of the General
                           Manager, Chief Financial Officer, Casino Manager, and
                           Human Resources Manager of the Enterprise, or the
                           functionally equivalent positions, shall be subject
                           to consultation between, and agreement by, Manager,
                           the Business Board and the Pokagon Council. All such
                           Employees shall be Enterprise Employees.

4.5.4                      Enterprise Employees. The terms of employment of all
                           Enterprise Employees shall be structured as though
                           all labor, employment, and unemployment insurance
                           laws applicable in the State which would apply to
                           Enterprise Employees if they were not working on an
                           Indian reservation would also apply to Enterprise
                           Employees; except that the Band reserves the right to
                           by ordinance establish a workman's compensation trust
                           fund and worker's compensation system instead of
                           adopting Michigan workers compensation law, and to
                           adopt other laws and regulations that might preempt
                           otherwise applicable law.

4.5.5                      Removal of Employees. Manager will act in accordance
                           with the Enterprise Employee Policies with respect to
                           the discharge, demotion or discipline of any
                           Enterprise Employee.

4.5.6                      Band Employees. All Enterprise Employees shall be
                           employees of the Band.

4.6               No Manager Internal Expenses; Limitation on Manager Payments.
                  No Manager Internal Expenses shall be paid by the Enterprise.
                  No officer,


                                       19


<PAGE>   29



                  director, shareholder or employee of Manager shall be
                  compensated by wages from or contract payments by the
                  Enterprise for their efforts or for any work which they
                  perform under this Agreement. Manager shall receive no
                  payments from the Enterprise other than loan repayments
                  (whether under the Lakes Note, for other advances in
                  accordance with this Agreement, or as subrogee after paying on
                  any Loan guarantee) and the Management Fee to be paid to
                  Manager under ss. 5.1. Manager Internal Expenses may be paid
                  from Management Fees and loan repayments after they have been
                  received by Manager. Nothing in this subsection shall restrict
                  the ability of an employee of the Enterprise to purchase or
                  hold stock in Manager where (i) such stock is publicly held,
                  and (ii) such employee acquirers, on a cumulative basis, less
                  than five percent (5%) of the outstanding stock in the
                  corporation.

4.7               GRA Expenses. The funding of the operation of the Gaming
                  Regulatory Authority shall, prior to the Commencement Date, be
                  a start up expense of the Enterprise and thereafter shall be
                  an Operating Expense. The budget for the GRA shall reflect the
                  reasonable cost of regulating the Enterprise. Disputes between
                  the parties relating to GRA costs shall be resolved pursuant
                  to the provisions of Article 13 of this Agreement. The
                  decisions and actions of the GRA as to Manager shall be
                  subject to the provisions of Article 13 hereof.

4.8               Employee Background Checks. A background investigation shall
                  be conducted by the GRA in compliance with all Legal
                  Requirements, to the extent applicable, on each applicant for
                  employment as soon as reasonably practicable. No individual
                  whose prior activities, criminal record, if any, or
                  reputation, habits and associations are known to pose a threat
                  to the public interest, the effective regulation of Gaming, or
                  to the gaming licenses of Manager, or to create or enhance the
                  dangers of unsuitable, unfair, or illegal practices and
                  methods and activities in the conduct of Gaming, shall
                  knowingly be employed by Manager or the Band. The background
                  investigation procedures employed by the GRA shall be
                  formulated in consultation with Manager and shall satisfy all
                  regulatory requirements independently applicable to Manager.
                  Any cost associated with obtaining such background
                  investigations shall constitute an Operating Expense,
                  provided, however, the costs of background investigations
                  relating to Manager and the shareholders, officers, directors
                  or employees of Manager or its Affiliates shall be borne
                  solely by Manager, shall be nonrefundable, shall not be
                  treated as part of the Lakes Development Loan or as Operating
                  Expenses of the Enterprise, and shall not exceed $50,000.


                                       20


<PAGE>   30


4.9               Indian Preference: Recruiting and Training. In order to
                  maximize benefits of the Enterprise to the Band, Manager
                  shall, during the term of this Agreement, to the maximum
                  extent reasonably possible under applicable law, including,
                  but not limited to the Indian Civil Rights Act, 25
                  U.S.C. ss.1301, et. seq., give preference in recruiting,
                  training and employment to qualified members of the
                  Band, their spouses, and children in all job categories of the
                  Enterprise, including senior management. Manager shall:

                  (i)      conduct job fairs and skills assessment meetings for
                           Band members;

                  (ii)     in consultation with and subject to the approval of
                           the Band, develop a management training program for
                           Band members or people selected by the Band. This
                           program shall be structured to provide appropriate
                           training for those participating to assume full
                           managerial control at the conclusion of the Term of
                           this Agreement; and

                  (iii)    within two hundred seventy (270) days of the
                           Commencement Date, Manager shall develop and present
                           to the Band for its approval, a training plan
                           designed so that, by the end of the Term of the
                           Agreement, all Enterprise Employees will be Band
                           members or others designated by the Band.

                  Manager shall also give preference to residents of the
                  community in which the Gaming Site is located. Final
                  determination of the qualifications of Band members and all
                  other persons for employment shall be made by Manager, subject
                  to any licensing requirements of the Gaming Regulatory
                  Authority. Not later than 90 days prior to the Commencement
                  Date, Manager shall develop and present to the Band for its
                  approval a training plan designed to meet the goals set out in
                  this section.

4.10              Pre-Opening. Nine months prior to the scheduled Commencement
                  Date, Manager shall commence implementation of a pre-opening
                  program which shall include all activities necessary to
                  financially and operationally prepare the Facility for
                  opening. To implement the pre-opening program, Manager shall
                  prepare a comprehensive pre-opening budget which shall be
                  submitted to the Business Board for its approval no later than
                  seven months prior to the scheduled Commencement Date
                  ("Pre-Opening Budget"). The Pre-Opening Budget shall identify
                  expenses which Manager anticipates to be necessary or
                  desirable in order to prepare the Facility for the
                  Commencement Date, including without limitation, cash for
                  disbursements,


                                       21


<PAGE>   31

                  Furnishings and Equipment and Operating Supplies, hiring,
                  training, relocation and temporary lodging of employees,
                  advertising and promotion, office overhead and office space
                  (whether on or off the Gaming Site), and travel and business
                  entertainment (including opening celebrations and ceremonies)
                  ("Pre-Opening Expenses"). The Band recognizes that the Pre-
                  Opening Budget has been prepared well in advance of
                  Commencement and is intended only to be a reasonable estimate,
                  subject to variation due to a number of factors, some of which
                  will be outside of Manager's control (e.g. the time of
                  completion, inflationary factors and varying conditions for
                  the goods and services required). The Band agrees that the
                  Pre-Opening Budget may be modified from time to time, subject
                  to approval of the Business Board in accordance with the
                  procedure established by ss. 4.11 of this Agreement for
                  adjustments to the Operating Budget and Annual Plan. If a
                  Temporary Facility is constructed, Manager shall prepare a
                  pre-opening budget in that regard which shall be submitted to
                  the Business Board for its approval no later than two months
                  prior to the scheduled opening of the Temporary Facility, or
                  at such other time as may be approved by the Business Board.

4.11              Operating Budget and Annual Plan. Manager shall, prior to the
                  scheduled Commencement Date, submit to the Business Board for
                  its approval a proposed Operating Budget and Annual Plan for
                  the Fiscal Year commencing on the Commencement Date.
                  Thereafter, Manager shall, not less than 30 days prior to the
                  commencement of each full or partial Fiscal Year, submit to
                  the Business Board for its approval a proposed Operating
                  Budget and Annual Plan for the ensuing full or partial Fiscal
                  Year, as the case may be. The Operating Budget and Annual Plan
                  shall include a projected income statement, balance sheet, and
                  projection of cash flow for the Enterprise, with detailed
                  justifications explaining the assumptions used therein. The
                  Operating Budget and Annual Plan shall include, without
                  limitation, a schedule of repairs and maintenance (other than
                  Capital Replacements), a business and marketing plan for the
                  Fiscal Year, and the Minimum Balance which must remain in the
                  Enterprise Accounts and the House Bank as of the end of each
                  month during the Fiscal Year to assure sufficient monies for
                  working capital purposes, and detail of other expenditures
                  proposed to be authorized under the Operating Budget and
                  Annual Plan.

                  The Operating Budget and Annual Plan for the Enterprise will
                  be comprised of the following:



                                       22


<PAGE>   32

4.11.1                     A statement of the estimated income and expenses for
                           the coming Fiscal Year, including estimates as to
                           Gross Revenues and Operating Expenses for such Fiscal
                           Year, such operating budget to reflect the estimated
                           results of the operation during each month of the
                           subject Fiscal Year;

4.11.2                     Either as part of the statement of the estimated
                           income and expenses referred to ss. 4.11.1, or
                           separately, budgets (and timetables and requirements
                           of Manager) for:

4.11.2.1                            repairs and maintenance;

4.11.2.2                            Capital Replacements;

4.11.2.3                            Furnishings and Equipment;

4.11.2.4                            advertising and business promotion programs
                                    for the Enterprise;

4.11.2.5                            the estimated cost of Promotional
                                    Allowances; and

4.11.2.6                            a business and marketing plan for the
                                    subject Fiscal Year.

4.11.3                     The Business Board's approval of the Operating Budget
                           and Annual Plan shall not be unreasonably withheld or
                           delayed. Manager shall meet with the Business Board
                           to discuss the proposed Operating Budget and Annual
                           Plan and the Business Board's approval shall be
                           deemed given unless a specific written objection
                           thereto is delivered by the Band Representatives to
                           Manager within thirty (30) days after Manager and the
                           Business Board have met to discuss the proposed
                           Operating Budget and Annual Plan. If the Band
                           Representatives for any reason decline to meet with
                           Manager to discuss a proposed Operating Budget and
                           Annual Plan after not less than twenty (20) days
                           written notice, the Band Representatives shall be
                           deemed to have consented unless a specific written
                           objection is delivered to Manager within thirty (30)
                           days after the date of the proposed meeting. The
                           Business Board shall review the Operating Budget and
                           Annual Plan on a line-by-line basis, if requested by
                           the Band Representative.



                                       23


<PAGE>   33


4.11.4                     If the initial proposed Operating Budget and Annual
                           Plan contains disputed budget item(s), the Band
                           Representatives on the Business Board and the Manager
                           agree to cooperate with each other in good faith to
                           resolve the disputed or objectionable proposed
                           item(s). In the event that the Band Representatives
                           on the Business Board and the Manager are not able to
                           reach mutual agreement concerning any disputed or
                           objectionable item(s) within a period of fifteen (15)
                           days after the date the Band Representatives on the
                           Business Board provide written notice of the Band's
                           objection to Manager, either party shall be entitled
                           to submit the dispute to arbitration in accordance
                           with Article 13. If the Band Representatives on the
                           Business Board and the Manager are unable to resolve
                           the disputed or objectionable item(s) prior to the
                           commencement of the applicable fiscal year, the
                           undisputed portions of the proposed Operating Budget
                           and Annual Plan shall be deemed to be adopted and
                           approved and the corresponding line item(s) contained
                           in the Operating Budget and Annual Plan for the
                           preceding fiscal year shall be adjusted as set forth
                           herein and shall be substituted in lieu of the
                           disputed item(s) in the proposed Operating Budget and
                           Annual Plan. Those line items which are in dispute
                           shall be determined by increasing the preceding
                           fiscal year's actual expense for the corresponding
                           line items by an amount determined by Manager which
                           does not exceed the Consumer Price Index for All
                           Urban Consumers published by the Bureau of Labor
                           Statistics of the United States Department of Labor,
                           U.S. City Average, all items (1997-98 = 100) for the
                           Fiscal Year prior to the Fiscal Year with respect to
                           which the adjustment to the line item(s) is being
                           calculated or any successor or replacement index
                           thereto. The resulting Operating Budget and Annual
                           Plan obtained in accordance with the preceding
                           sentence shall be deemed to be the Operating Budget
                           and Annual Plan in effect until such time as Manager
                           and the Band Representatives on the Business Board
                           have resolved the items objected to by the Band
                           Representatives on the Business Board or an
                           arbitrator has rendered his award on the dispute.

4.11.5                     Adjustments to Operating Budget and Annual Plan and
                           Capital Budget. Manager may, after notice to and
                           approval by the Business Board, revise the Operating
                           Budget and Annual Plan and the 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. Expenditures


                                       24


<PAGE>   34

                           shall not materially vary from the approved budgets
                           nor exceed the aggregate Operating Budget and Annual
                           Plan (as approved by the Business Board, and revised
                           with the reasonable approval of the Business Board)
                           absent the written consent of the Business Board;
                           provided that the Band recognizes that (a) the
                           absolute amounts of expenditures may exceed budgeted
                           amounts if the volume of business at the Facility
                           exceeds projections, (b) the relative amounts of
                           income and expense may vary from budgeted amounts if
                           the volume of business is less than projected, and
                           (c) Manager does not guarantee the economic
                           performance shown in budgets. Manager shall submit a
                           revision of the Operating Budget and Annual Plan to
                           the Business Board for review on a quarterly or other
                           appropriate basis.

4.12              Capital Budgets. Manager shall, not less than 30 days prior to
                  the commencement of each fiscal year, or partial fiscal year,
                  submit to the Business Board a recommended capital budget (the
                  "Capital Budget") describing the present value, estimated
                  useful life and estimated replacement costs for the ensuing
                  full or partial year, as the case may be, for the physical
                  plant, furnishings, equipment, and ordinary capital
                  replacement items, all of which are defined to be any items,
                  the cost of which is capitalized and depreciated, rather than
                  expended, using GAAP ("Capital Replacements") as shall be
                  required to operate the Enterprise in accordance with sound
                  business practices. Capital Replacements in the Capital Budget
                  in an aggregate sum equal to or less than the sum of the
                  Capital Replacement Reserve for the Fiscal Year shall be
                  approved by the Business Board; and any amounts in excess of
                  the Capital Replacement Reserve for the Fiscal Year shall be
                  subject to approval of the Pokagon Council in its sole
                  discretion. The Pokagon Council, Business Board, and Manager
                  shall meet to discuss the proposed Capital Budget and the
                  Business Board and Pokagon Council shall be required to make
                  specific written objections to a proposed Capital Budget in
                  the same manner and within the same time periods specified in
                  ss. 4.11.4 with respect to an Operating Budget and Annual
                  Plan. The Business Board and Pokagon Council shall not
                  unreasonably withhold or delay its consent. Unless the Pokagon
                  Council, Business Board, and Manager otherwise agree, Manager
                  shall be responsible for the design and installation of
                  Capital Replacements, subject to the Business Board's approval
                  and ratification by the Pokagon Council and right to inspect.



                                       25


<PAGE>   35


4.13              Capital Replacements. The Band 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; or to correct any
                  condition of an emergency nature, including without
                  limitation, maintenance, replacements or repairs which are
                  required to be effected by the Band, 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 Band shall be under no obligation to fund
                  Capital Replacements in aggregate amount greater than its
                  periodic required contributions to the Capital Replacement
                  Reserve described in ss. 4.15. Manager is authorized to take
                  all steps and to make all expenditures from the Disbursement
                  Accounts described in ss. 4.19.3 (in the case of
                  non-capitalized repairs and maintenance), or Capital
                  Replacement Reserve described at ss. 4.15, (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. Manager shall establish a Capital
                  Replacement Reserve on the books of account of the Enterprise,
                  and the periodic contributions of cash required by ss. 4.15
                  shall be deposited by the Enterprise into an account (the
                  "Capital Replacement Reserve") established in the Band's name
                  at a bank designated by the Business Board in accordance with
                  ss. 4.19.1 of this Agreement. All amounts in the Capital
                  Replacement Reserve shall be invested in interest bearing
                  investments in accordance with the Enterprise Investment
                  Policy to 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


                                       26

<PAGE>   36




                  Business Board or such emergency additions, repairs or
                  replacements as shall be required to correct an Emergency
                  Condition.

4.15              Periodic Contributions to Capital Replacement Reserve. In
                  accordance with ss. 5.5 of this Agreement, Manager shall make
                  monthly deposits into the Capital Replacement Reserve in
                  amounts equivalent to an annual rate of 1% (one percent) of
                  Gross Revenues during the first Fiscal Year after the
                  Commencement Date and equivalent to an annual rate of 3%
                  (three percent) of Gross Revenues during each Fiscal Year over
                  the remainder of the Term; such reserve shall be funded out of
                  Monthly Distribution Payments. The cash amounts required to be
                  so deposited shall be calculated and deposited into the
                  Capital Replacement Reserve, in arrears, no later than the
                  twenty-first (21st) 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 result of an audit or
                  for other accounting reasons, a corresponding adjustment in
                  the Capital Replacement Reserve deposit shall be made. In
                  addition, all 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 from the Capital Replacement Reserve,
                  shall be deposited into the Capital Replacement Reserve upon
                  receipt.

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 Business
                  Board. 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 the 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              Indian Preference: Vendors and Contractors. In order to
                  maximize benefits of the Enterprise to the Band, Manager and
                  the Band shall, during the term of this Agreement, together
                  strive for use of Native American contractors, sub-contractors
                  and vendors, provided their bids are reasonably competitive.
                  The Band and Manager shall agree on policies reasonably
                  governing (i) preferential purchases from vendors and
                  contractors owned by


                                       27


<PAGE>   37

                  or affiliated with members of the Band, which shall among
                  other things limit such preference to entities in which the
                  member is the real party in interest and require the price and
                  other terms offered by such vendors to be reasonably
                  competitive; and (ii) purchases of goods or services from the
                  Band, which shall be on terms that are reasonably competitive.
                  The Band reserves the right to require use of union labor on
                  some or all contracts, subject to review of budgetary impact.
                  Manager shall provide written notice to the Band in advance of
                  all such contracting, subcontracting and construction
                  opportunities.

4.18              Internal Control Systems. Manager shall install systems for
                  monitor 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 Band Regulatory
                  Authority for approval in advance of implementation, which
                  approval shall not be unreasonably withheld. The Band shall
                  retain the right to review all Internal Control Systems and
                  any changes instituted to the Internal Control Systems of the
                  Enterprise. The Band shall have the right to retain an auditor
                  to review the adequacy of the Internal Control Systems prior
                  to the Commencement Date. The cost of such review shall be a
                  Pre-Opening Expense. Any significant changes in such systems
                  after the Commencement Date also shall be subject to review
                  and approval by the Gaming Regulatory Authority. The Gaming
                  Regulatory Authority 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
                  Gaming Regulatory Authority 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              Banking and Bank Accounts.

4.19.1                     Enterprise Accounts. The Business Board shall select,
                           and the Pokagon Council shall approve, a bank or
                           banks for the deposit and maintenance of funds and
                           shall establish in such bank or banks accounts as
                           Manager deems appropriate and necessary in the course
                           of business and as consistent with this Agreement
                           ("Enterprise Accounts"). Establishment of any
                           Enterprise Bank Account shall be subject to the
                           approval of the Business Board. The sum of money
                           agreed to by the Business Board to be maintained in
                           the Enterprise Bank Account(s) to serve as working
                           capital for Enterprise


                                       28


<PAGE>   38


                           operations, shall include all sums needed for the
                           House Bank, and all sums needed to accrue for payment
                           of expenses not paid on a monthly basis (the "Minimum
                           Balance"). Manager shall propose a policy for
                           investing funds in excess of the Minimum Balance (the
                           "Enterprise Investment Policy"), which shall be
                           subject to the approval of the Business Board.

4.19.2                     Daily Deposits to Depository Account. Manager shall
                           establish for the benefit of the Band in the
                           Enterprise's name a Depository Account. Manager shall
                           collect all Gross Revenues and other proceeds
                           connected with or arising from the operation of the
                           Enterprise, the sale of all products, food and
                           beverage, and all other activities of the Enterprise
                           and deposit the related cash daily into the
                           Depository Account at least once during each 24-hour
                           period unless otherwise agreed by the Business Board.
                           All money received by the Enterprise on each day that
                           it is open must be counted at the close of operations
                           for that day or at least once during each 24-hour
                           period. Manager agrees to obtain a bonded
                           transportation service to effect the safe
                           transportation of the daily receipts to the bank,
                           which expense shall constitute an Operating Expense.

4.19.3                     Disbursement Accounts. Manager shall establish for
                           the benefit of the Band in the Enterprise's name one
                           or more Disbursement Accounts. Manager shall,
                           consistent with and pursuant to the approved annual
                           Operating Budget and Annual Plan and Capital Budget,
                           have responsibility and authority for making all
                           payments for Operating Expenses, debt service,
                           Management Fees, and Tribal Distributions from the
                           Disbursement Accounts.

4.19.4                     No Cash Disbursements. Manager shall not make any
                           cash disbursements from the Enterprise Accounts
                           except for the payment of cash prizes; and except for
                           such cash disbursements, any and all payments or
                           disbursements by the Manager shall be made by check
                           or wire transfer drawn against an Enterprise Bank
                           Account.

4.19.5                     Transfers Between Accounts. Manager has the authority
                           to transfer funds from and between the Enterprise
                           Accounts to the Disbursement Accounts in order to pay
                           Operating Expenses and to pay debt service pursuant
                           to the Loans, to invest funds in accordance with the
                           Enterprise Investment Policy, and to pay the
                           Management Fees and Tribal Distributions pursuant to
                           this Agreement.


                                       29


<PAGE>   39



4.20              Insurance. Manager, on behalf of the Band, shall arrange for,
                  obtain and maintain, or cause its agents to maintain, with
                  responsible insurance carriers licensed to do business in the
                  State, insurance satisfactory to Manager and the Business
                  Board covering the Facility and the operations of the
                  Enterprise, naming the Band, the Enterprise and Manager as
                  insured parties. Manager shall recommend to the Business Board
                  the minimum amounts of insurance coverage for the Enterprise,
                  which shall be subject to the reasonable approval of the Band.

4.21              Accounting and Books of Account.

4.21.1                     Statements. Manager shall prepare and provide to the
                           Band on a monthly, quarterly, and annual basis,
                           operating statements on behalf of the Enterprise. The
                           operating statements shall comply with all Legal
                           Requirements and shall include an income statement,
                           statement of cash flows, and balance sheet for the
                           Enterprise. Such statements shall include the
                           Operating Budget and Annual Plan and Capital Budget
                           projections as comparative statements, and, after the
                           first full year of operation, will include
                           comparative statements from the comparable period for
                           the prior year; and shall reflect in accordance with
                           GAAP all amounts collected and received and all
                           expenses, deductions and disbursements made therefrom
                           in connection with the Enterprise.

4.21.2                     Books of Account. Manager shall maintain full and
                           accurate books of account on behalf of the Enterprise
                           at an office in the Facility and at such other
                           location as may be determined by Manager. The GRA and
                           other designated representatives of the Pokagon
                           Council shall have access to the daily operations of
                           the Enterprise and shall have the unlimited right to
                           inspect, examine, and copy all such books and
                           supporting business records. Such rights may be
                           exercised through the Gaming Regulatory Authority or
                           through an agent, employee, attorney, or independent
                           accountant acting on behalf of the Band.

4.21.3                     Accounting Standards. Manager shall maintain the
                           books and records on behalf of the Enterprise
                           reflecting the operations of the Enterprise in
                           accordance with Generally Accepted Accounting
                           Principles consistently applied and shall adopt and
                           follow the fiscal accounting periods utilized by
                           Manager in its normal course of business (i.e., a
                           month, quarter and year prepared in accordance with



                                       30


<PAGE>   40







                           the Fiscal Year). The accounting systems and
                           procedures shall comply with Legal Requirements and,
                           at a minimum:

4.21.3.1                            include an adequate system of internal
                                    accounting controls;

4.21.3.2                            permit the preparation of financial
                                    statements in accordance with GAAP;

4.21.3.3                            be susceptible to audit;

4.21.3.4                            permit the calculation and payment of the
                                    Management Fee described in ss. 5; and

4.21.3.5                            provide for the allocation of operating
                                    expenses or overhead expenses among the
                                    Band, the Enterprise, and any other user of
                                    shared facilities and services.

4.22     Annual Audit. An independent certified public accounting firm selected
         by the Band and reasonably acceptable to Manager shall perform an
         annual audit of the books and records of the Enterprise and of all
         contracts for supplies, services or concessions reflecting Operating
         Expenses, and shall provide such other services as the Business Board
         shall designate. The Band, the BIA and the NIGC shall also have the
         right to perform special audits of the Enterprise on any aspect of the
         Enterprise at any time without restriction. The costs incurred for such
         audits shall constitute an Operating Expense. Such audits shall be
         provided by the Band to all applicable federal and state agencies, as
         required by law, and may be used by Manager for reporting purposes
         under federal and state securities laws, if required.

4.23     Manager's Contractual Authority. Manager is authorized to make, enter
         into and perform in the name of and for the account of the Band, 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, ss. 4.2.4, and provided such contracts
         do not obligate the Enterprise to pay sums not approved in the
         Operating Budget and Annual Plan or the Capital Budget.

4.24     Retail Shops and Concessions. The Business Board shall approve in
         advance in writing the specific type or types of shops or concessions
         to be authorized for inclusion in the Facility.




                                       31
<PAGE>   41


4.25     Entertainment Approvals.  The Pokagon Council may require that the
         Business Board approve in advance in writing entertainment and/or
         sporting events to provided at the Facility.

4.26     Litigation.  Except for disputes between the Band and Manager, and
         claims relating to the Band's status as a Tribe or the trust status of
         the Gaming Site, Manager shall bring and/or defend and/or settle any
         claim or legal action brought against Manager, the Enterprise or the
         Band, individually, jointly or severally, or any Enterprise Employee,
         in connection with the operation of the Enterprise if the basis of such
         claim or legal action was within the scope of Manager's authority under
         the Agreements; except that bringing litigation or arbitration relating
         to claims in excess of $100,000 must be approved by the Business Board
         and, as to claims in excess of $500,000, by the Pokagon Council (which
         consent shall not be unreasonably withheld); and Manager shall furnish
         such information regarding claims, litigation and arbitration as the
         Band may request. Subject to the Band'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 assert or 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 and which, as to
         Manager, relate to acts or omissions of Manager within the scope of its
         authority under the Agreements, 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 Band's or the Enterprise's sovereign immunity. That right is
         strictly reserved to the Band, and shall at the option of the Pokagon
         Council be asserted by the Band through its counsel (whose fees and
         expenses relating to the Enterprise shall be an Operating Expense). Any
         settlement of a third party claim or cause of action shall require
         approval of the Business Board and, as to claims in excess of $100,000
         not covered by insurance, by the Pokagon Council (which consent shall
         not be unreasonably withheld).

5        MANAGEMENT FEE, DISBURSEMENTS, AND OTHER PAYMENTS BY
         MANAGER.

5.1          Management Fee.   Subject to the provisions of ss. 5.5, on or
             before the twenty-first (21st) day of each month after the
             month in which the Commencement Date occurs, Manager is
             authorized by the Band to pay itself from the Enterprise Bank
             Account(s) a fee as follows: 24% of the Net Revenues of the
             Enterprise in the period from the Commencement Date until the
             first day of the month next following the Commencement Date


                                       32

<PAGE>   42



             (which shall constitute the commencement of the next Fiscal
             Year), payable on or before the twenty-first day of that next
             month; then 24% of the Net Revenues of each succeeding month,
             payable monthly in arrears, until the Net Revenues in a Fiscal
             Year have totaled $80 million; and thereafter 19% of Net
             Revenues of each succeeding month, payable monthly in arrears,
             to the extent that aggregate Net Revenues in such Fiscal Year
             exceed $80 million. To the extent that aggregate Net Revenues
             reach $80 million during a month, the fee shall be prorated.

5.2          Fee Subordinated.  The Management Fee shall be subordinated to
             the Bank Loan, the Equipment Loan, any other third-party loans
             or equipment leases pertaining to the Enterprise, and the
             Minimum Guaranteed Monthly Payment. Manager agrees to execute
             and deliver a subordination agreement evidencing such
             subordination in form acceptable to the Bank Lender, the
             Equipment Lender, or any other third-party lender or equipment
             lessor.

5.3          Disbursements.  As and when received by the Enterprise, Gross
             Revenues shall be deposited in the Depository Account created
             pursuant to ss. 4.19.2 of this Agreement. There shall, in
             turn, be disbursed by Manager, on a monthly basis, for and on
             behalf of the Band, 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. Manager will reserve funds in the
             Enterprise in amounts equal to the Minimum Balance.  Additionally,
             Manager may advance any monies needed to cover any operating cash
             shortfall and shall be allowed to be reimbursed same in accordance
             with ss. 18.8.

5.4          Adjustment to Bank Account.  After the disbursements pursuant
             to ss. 5.3 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 Costs 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 as may be approved by the Business
             Board shall be disbursed monthly in accordance with ss. 5.5.

5.5          Payment of Fees and Band Disbursement.  Within twenty-one (21)
             days after the end of each calendar month of operations,
             Manager shall calculate Gross Revenues, Operating Expenses,
             and Net Revenues of the Enterprise for the previous month's
             operations and the Fiscal Year's operations to




                                       33


<PAGE>   43




             date. Such Net Revenues shall be disbursed from the Enterprise Bank
             Account(s) to the extent available in the following order of
             priority:

5.5.1               the Minimum Guaranteed Monthly Payment described in ss. 5.6;

5.5.2               Current principal and any other payments due on all Loans
                    (and if payments are due quarterly, a reserve equal to one
                    third of the scheduled quarterly payment shall be deposited
                    in a designated Enterprise Bank Account for such payment,
                    and may be invested in accordance with the Enterprise
                    Investment Policies pending payment);

5.5.3               Capital Replacement Reserve contributions as described in
                    ss. 4.15; and

5.5.4               the Management Fee.

             All remaining Net Revenues (the "Monthly Distribution
             Payment") shall be distributed to the Band at the same time
             the Management Fee is paid.

5.6          Minimum Guaranteed Monthly Payment.  The Enterprise shall,
             subject to the provisions of ss. 5.6.1, pay the Band
             $1,000,000 per month (the "Minimum Guaranteed Monthly
             Payment"), beginning on the Commencement Date and continuing
             for the remainder of the Term. The Minimum Guaranteed Monthly
             Payment shall be payable to the Band in arrears on the twenty
             first (21st) day of each calendar month following the
             month in which the Commencement Date occurs, which payment
             shall have priority over the Management Fee. If the
             Commencement Date is a date other than the first day of a
             calendar month, the first payment will be prorated from the
             Commencement Date to the end of the month.

5.6.1               Minimum Guaranteed Monthly Payments shall be charged
                    against the Band's distribution of Net Revenues for each
                    month; provided, however, that if the Net Revenues in a
                    given month are less than $1,000,000, Manager shall pay the
                    funds necessary to compensate for the deficiency from its
                    own funds; and provided further that Manager's obligation to
                    make such payment shall be reduced to the extent that the
                    Band has received or receives distributions from Net
                    Revenues during that Fiscal Year, on a cumulative basis,
                    exceeding the Minimum Guaranteed Monthly Payments required
                    under this section. For example, if (a) the Fiscal Year
                    commences on October




                                       34

<PAGE>   44


                    1 and (b) the Band receives distributions in October,
                    November and December totaling $5 million, receives no
                    distributions in January, February and March, and receives
                    $1.5 million in April; then Manager would not be required to
                    make payments from its own funds in January and February;
                    would be required to pay the Band $1 million in March; and
                    would be permitted to recoup $500,000 of that payment out of
                    the payment that the Band would otherwise receive in April.
                    Manager shall not otherwise be entitled to reimbursement
                    from the Enterprise or the Band for payments it makes from
                    its own funds on account of Minimum Guaranteed Monthly
                    Payments.

5.6.2               The obligation to make Minimum Guaranteed Monthly Payments
                    shall cease upon termination of this Agreement, unless the
                    Agreement is terminated by the Band for a Material Breach by
                    the Manager.

5.6.3               The Minimum Guaranteed Monthly Payment shall be reduced
                    prospectively from $1,000,000 to $500,000 upon the opening,
                    if any, of a casino in Indiana owned by the Band, on the
                    same cumulative basis as provided in ss. 5.6.1.

5.6.4               Except as provided in this ss. 5.6 with regard to cumulation
                    of payments in any Fiscal Year or otherwise specifically
                    provided in this Agreement, Manager's obligation to pay the
                    Band the Minimum Guaranteed Monthly Payment is unconditional
                    and shall not be affected by the actual level of funds
                    generated by the Enterprise.


5.7          Payment of Net Revenues. The Net Revenues paid to the Band pursuant
             to this Article 5 shall be payable to the Band bank account
             specified by the Pokagon Council in a notice to Manager pursuant
             to ss. 18.2.

5.8          Harrah's Termination Agreement.  Manager shall pay out of its
             Management Fee all obligations of the Band to make payments under
             ss.ss. 1.4.1 and 1.4.3 (as it pertains to interest on payments due
             under ss. 1.4.1) of the Termination Agreement dated September 12,
             1998 between the Band and Harrah's Southwest Michigan Casino
             Corporation (the "Harrah's Termination Agreement"), and shall
             indemnify and hold the Band harmless against all loss, liability
             and expense relating to its liability under those sections of the
             Harrah's Termination Agreement. Such payments shall not constitute
             Operating Expenses of the Gaming Facility and shall not be
             reimbursed by the Band or the Enterprise.




                                       35

<PAGE>   45

5.9          The Band shall indemnify Manager against any decrease in Management
             Fee caused by an Indiana casino owned or operated by the Band,
             provided that (a) the alleged reduction in fees shall be measured
             against the Management Fees actually earned by Manager in the
             12-month period preceding the date on which the Manager notifies
             the Band of the claim for indemnification under this section,
             without giving effect to any subsequent actual or projected
             increase in such fees over that level; and (b) in any arbitration
             relating to such a claim, Manager must prove its claim by clear and
             convincing evidence.

6        ENTERPRISE NAME; MARKS

6.1          Enterprise Name.  The Enterprise shall be operated under a business
             name approved by the Business Board and reasonably acceptable to
             the Band (the "Enterprise Name").

6.2          Marks.  All Marks shall be approved by the Business Board and shall
             be subject to the reasonable approval of the Pokagon Council. Prior
             to the Commencement Date and from time to time during the Term
             hereof, Manager agrees to take such actions on behalf of the Band
             as are reasonably necessary to register and protect all Marks.

6.3          Signage.  Manager shall erect and install in accordance with local
             codes and regulations appropriate signs in, on or about the
             Facility, including, but not limited to, signs bearing Marks as
             part of the Enterprise Name. The costs of purchasing, leasing,
             transporting, constructing, maintaining and installing the required
             signs and systems, and of registering and protecting all Marks,
             shall be part of the Operating Expenses.

7        TAXES

7.1          State and Local Taxes.  If the State or any local government
             attempts to impose any tax including any possessory interest tax
             upon any party to this Agreement or upon the Enterprise, the
             Facility or the Gaming Site, the Pokagon Band may direct the
             Enterprise, in the name of the appropriate party or parties in
             interest, to resist such attempt through legal action. The costs of
             such action and the compensation of legal counsel shall be an
             Operating Expense of the Enterprise. Any such tax shall constitute
             an Operating Expense of the Enterprise. This section shall in no
             manner be




                                       36


<PAGE>   46

             construed to imply that any party to this Agreement or the
             Enterprise is liable for any such tax.

7.2          Band Taxes.  The Band agrees that neither it nor any agent, agency,
             affiliate or representative of the Band will impose any taxes,
             fees, assessments or other charges of any nature whatsoever on
             payments of any debt service on any Loan or on debt service on any
             other financing for the Facility or for the Enterprise, or on the
             revenues of the Enterprise or the Facility, or on the Management
             Fee as described in ss. 5.1 of this Agreement; but the Band
             reserves the right to otherwise impose usual and customary taxes
             and fees on transactions at or in connection with the Facility or
             on the Facilities's employees, officers, directors, vendors and
             patrons. Without limiting the foregoing, the Band shall be
             specifically permitted to impose (i) charges, assessments, fines or
             fees imposed by governmental entities of the Band which are
             reasonably related to the cost of Tribal governmental regulation of
             public health, safety or welfare, or the integrity of Tribal gaming
             operations, and (ii) other taxes, charges, assessments or fees
             imposed against the Enterprise or property of the Enterprise, or
             sales, use, excise, hotel occupancy and other similar taxes
             (excluding taxes, charges, assessments or fees against real or
             personal property of the Facility or on gaming revenues or
             earnings) of such types and percentage amounts not to exceed those
             imposed by any state or local government within the Restricted
             Territory.

7.3          Compliance with Internal Revenue Code.  Manager shall comply with
             all applicable provisions of the Internal Revenue Code.





                                       37

<PAGE>   47



8        BUY-OUT OPTION

         The Band shall have the right, beginning two years after the
Commencement Date, to buy out the remaining term of this Agreement (the "Buyout
Option"), provided that such buyout includes repayment in full of all
outstanding debt owed by the Band to Manager, including without limitation the
Lakes Development Loan, the Transition Loan, the Non-Gaming Land Acquisition
Line of Credit, and either repayment of the Bank Development Loan and the
Equipment Loan (to the extent they are guaranteed by Manager) or release of
Manager's guarantees and other credit enhancements, if any, relating to those
Loans. The Buyout Option price shall be determined by multiplying the average
monthly Management Fee earned during the 12 month period prior to exercise of
the Buyout by the number of months remaining in the term of this Agreement, and
discounting future payments at a discount rate equal to the Band Interest Rate.
The Band shall not be required in connection with its exercise of the Buyout
Option to pay any termination fee or to make any payment related to the value of
gaming equipment, amenities, or any other asset of the Facility or the
Enterprise.

9        EXCLUSIVITY; NON-COMPETITION

9.1          Exclusivity in Michigan.  The Band shall deal exclusively with
             Manager for gaming development on Indian lands in Michigan from the
             date of execution of this Agreement through the earlier of five
             years from the Commencement Date or termination or buyout of the
             Agreements.

9.2          Indiana Casino.  Manager recognizes that the Band intends to
             develop a casino in Indiana, and that the Band shall have no
             obligations to Manager in that regard; except that the Band agrees
             that, if it decides to engage an outside manager to develop or
             operate an Indiana casino, it shall discuss contracting with
             Manager for such development or operation for 45 days before
             soliciting proposals from third parties as to management or
             development of that casino. No obligation to enter into an
             agreement with Manager shall be implied from this undertaking, and
             the Band shall retain full and absolute discretion in that regard.

9.3          Non-Competition.  Manager agrees that for five years after
             execution of the Agreements or the Term of the Agreements,
             whichever is greater, neither it nor any present or future Insider
             will directly or indirectly in the Restricted Territory develop,
             operate, consult with regard to, or be in any way affiliated with
             any non-Indian gaming facility, any Class II or III Gaming facility
             or any other kind of gaming, or any hotels or other amenities
             related to such gaming or facility; except that Insiders shall not
             include (a) Kids



                                       38
<PAGE>   48


             Quest, Grand Casinos, Inc., Park Place Entertainment or Innovative
             Gaming Corp. by reason of (i) the service of (A) Lyle Berman as
             director or employee (without management responsibility) of such
             entities, provided that Mr. Berman votes as director against, or
             abstains from voting as to, any direct or indirect lobbying by Park
             Place Entertainment against a compact between the Band and the
             State of Indiana or any direct or indirect opposition by Park Place
             Entertainment to the Band's taking of land into trust for a casino
             to be owned or operated by the Band in Indiana, and does not
             personally directly or indirectly lobby against such a compact or
             oppose such taking into trust; (B) Lyle Berman as employee of Park
             Place Entertainment with management responsibility, so long as Park
             Place Entertainment does not (x) develop, operate, consult with
             regard to, or be in any way affiliated with a Class III Gaming
             facility in the Restricted Territory (excluding Ohio) that
             commences new operations or expands its gaming capacity more than
             50% after the execution of the Agreements, or (y) directly or
             indirectly lobby against a compact between the Band and the State
             of Indiana, or directly or indirectly oppose the taking of land
             into trust by the Band for a casino to be owned or operated by the
             Band in Indiana; or (C) Thomas Brosig as director or employee
             (without any management responsibility for gaming in the Restricted
             Territory unless the Band consents) in Park Place Entertainment, or
             (ii) any stock ownership of Manager in such entities; or (b) any
             entity because of the investment banking services of Ron Kramer, a
             director of Manager.

9.4          Permitted Assignment; Change of Control.

9.4.1               Manager may not assign its rights under this Agreement
                    without the Band's prior written consent, except that
                    Manager may assign its rights under such Agreement, but not
                    its obligations, to a wholly owned subsidiary.

9.4.2               The Band may not assign its rights under this Agreement;
                    except that the Band may, without the consent of Manager,
                    but subject to approval by the Secretary of the Interior or
                    the Chairman of the NIGC or his authorized representative,
                    if required, assign this Agreement and the assets of the
                    Enterprise to a Corporate Commission or other
                    instrumentality of the Band organized to conduct the
                    business of the Project and the Enterprise for the Band that
                    assumes all obligations herein. No assignment authorized
                    hereunder shall be effective until all necessary
                    governmental approvals have been obtained. No such
                    assignment shall relieve the





                                       39

<PAGE>   49


                    Band of any obligation hereunder, unless otherwise agreed by
                    Manager or the holder of such obligation.

9.4.3               The Band shall be entitled to terminate the Agreements if
                    Manager undergoes a Change of Control without the prior
                    written consent of the Band. The Band shall not be required
                    to prepay any amounts advanced by Manager or any third party
                    in the event of such termination, and such obligations shall
                    remain payable in accordance with their payment terms.
                    Manager agrees to notify the Band in writing within 30 days
                    after the occurrence of any event described in Clauses I or
                    II in the definition of Change of Control, and within 30
                    days of Manager's knowledge of any event described in
                    Clauses III or IV of that definition.

                    "Change of Control," for purposes of this provision, means
                    (I) the merger, consolidation or other business combination
                    of Manager with, or acquisition of all or substantially all
                    of the assets of Manager by, any other entity; (II) Lyle
                    Berman's ceasing to be either Chief Executive Officer or
                    Chairman of the Board of Manager (other than on account of
                    death or disability, and except as provided at the end of
                    this definition); (III) the acquisition by any person or
                    affiliated group of persons not presently a shareholder of
                    Manager of beneficial ownership of 30% or more in interest
                    of the outstanding voting stock of Manager, as determined
                    under 17 CFR ss.ss. 240.13d-3 or 240.16a-1; or (IV) the
                    acquisition by any person or affiliated group of persons not
                    presently a shareholder of Manager of beneficial ownership
                    of 10% or more in interest of the outstanding voting stock
                    of Manager, as determined under 17 CFR ss.ss. 240.13d-3 or
                    240.16a-1, if a majority of the Board of Directors of
                    Manager is replaced within two years after such acquisition
                    by directors not nominated and approved by the Board of
                    Directors.

                    Notwithstanding any other provision of this definition, if
                    the non-competition provisions of ss. 9.3(a)(i)(B) are
                    breached, the following terms shall control:

                    (A)   Manager shall notify the Band within 30 days
                          of a breach of that subsection, and shall
                          describe in reasonable detail the nature and
                          circumstances of that breach.







                                              40

<PAGE>   50


                    (B)   The Band shall within 45 days of that
                          notification inform Manager if it will waive
                          that breach.

                    (C)   If the Band states that it will not waive
                          the breach, Manager may within 30 days of
                          the Band's notification inform the
                          Band whether Mr. Berman will resign as
                          officer and director of Manager, and who
                          Manager proposes as Mr. Berman's successor
                          as Chairman and/or Chief Executive Officer
                          of Manager. Manager shall, in connection
                          with that notification, provide the Band
                          with a detailed description of the
                          qualifications and affiliations of the
                          proposed successor.

                    (D)   The Band shall then have 45 days to grant or
                          withhold its consent to that succession,
                          which consent shall not be unreasonably
                          withheld. If the Band so consents, Mr.
                          Berman resigns and the named successor
                          replaces Mr. Berman as Chairman and/or Chief
                          Executive Officer, the breach under ss.
                          9.3(a)(i)(B) shall be deemed waived.

                    (E)   If the Band does not so consent and its
                          denial of consent is not unreasonable, or if
                          Mr. Berman does not resign and the named
                          successor does not succeed him, Manager may
                          nominate another proposed successor within
                          30 days, failing which Manager shall be in
                          default (subject to arbitration under ss.
                          13).

                    (F)   If Manager does nominate another proposed
                          successor, subsections (C) and (D) shall
                          apply to the new nominee. If the Band does
                          not consent to the new nominee and its
                          denial of consent is not unreasonable, or if
                          Mr. Berman does not resign and the new
                          nominee does not succeed him, Manager shall
                          be in default (subject to arbitration under
                          ss. 13).

9.5            Restrictions on Collateral Development. Manager agrees that for
               five years after execution of the Agreements or the Term of the
               Agreements, whichever is greater, neither it nor any present or
               future Insider will directly or indirectly purchase any land or
               operate, manage, develop or have any direct or indirect interest
               in any commercial facilities or business venture located within
               20 miles of the Facility without the prior written consent of the
               Band.

10       REPRESENTATIONS, WARRANTIES, AND  COVENANTS




                                       41

<PAGE>   51


10.1           Representations and Warranties of the Band. The Band represents
               and warrants to Manager as follows:


10.1.1                  Due Authorization.  The Band's execution, delivery and
                        performance of this Agreement and all other instruments
                        and agreements executed in connection with this
                        Agreement have been properly authorized by the Band and
                        do not require further Band approval.

10.1.2                  Valid and Binding.  This Agreement has been properly
                        executed, and once approved in accordance with Legal
                        Requirements constitutes the Band's legal, valid and
                        binding obligations, enforceable against the Band in
                        accordance with their terms.

10.1.3                  Pending Litigation.  There are no material actions,
                        suits or proceedings, pending or threatened, against or
                        affecting the Band before any court or governmental
                        agency, except as disclosed on EXHIBIT B.

10.2              Band Covenants.  The Band covenants and agrees as follows:


10.2.1                  No Impairment of Contract.  During the term of this
                        Agreement and the Development Agreement, the Band shall
                        enact no law impairing the obligations or contracts
                        entered into in furtherance of the development,
                        construction, operation and promotion of Gaming on the
                        Gaming Site. Neither the Pokagon Council nor any
                        committee, agency, board of any other official body, and
                        no officer or official of the Band shall, by exercise of
                        the police power or otherwise, act to modify, amend, or
                        in any manner impair the obligations of contracts
                        entered into by the Pokagon Council or the GRA or other
                        parties in furtherance of the financing, development,
                        construction, operation, or promotion of Gaming at the
                        Gaming Site without the written consent of the
                        non-tribal parties to such contracts. Any such action or
                        attempted action shall be void ab initio.

10.2.2                  Waiver of Sovereign Immunity.  The Band will waive
                        sovereign immunity on the limited basis described in ss.
                        13.1 with respect to this Agreement.

10.2.3                  Valid and Binding.  This Agreement, the Development
                        Agreement, the Lakes Note, the Transition Note and the
                        Non-Gaming Land




                                       42


<PAGE>   52


                        Acquisition Line of Credit, and each other contract
                        contemplated by this Agreement shall, once approved in
                        accordance with Legal Requirements, be enforceable in
                        accordance with their terms.

10.2.4                  Legal Compliance.  In its performance of this Agreement,
                        the Band shall comply with all Legal Requirements.

10.2.5                  No Termination. The Band shall not act in any way
                        whatsoever, directly or indirectly, to cause this
                        Agreement to be amended, modified, canceled, or
                        terminated, except pursuant to its express terms or with
                        the consent of Manager.

10.3              Representations and Warranties of Manager. Manager
                  represents and warrants to the Band as follows:

10.3.1                  Due Authorization.  Manager's execution, delivery and
                        performance of this Agreement and all other instruments
                        and agreements executed in connection with this
                        Agreement have been properly authorized by Manager and
                        do not require further approval.

10.3.2                  Valid and Binding.  This Agreement has been properly
                        executed and constitutes Manager's legal, valid and
                        binding obligation, enforceable against Manager in
                        accordance with its terms.

10.3.3                  Litigation.  There are no actions, suits or proceedings
                        pending or threatened against or affecting Manager
                        before any court or governmental agency that would in
                        any material way affect Manager's ability to perform
                        this Agreement, other than litigation disclosed in
                        filings by Manager with the Securities and Exchange
                        Commission. Manager warrants that no litigation so
                        disclosed in any material way affects or will affect
                        Lakes' ability to perform under the Agreements.

10.3.4                  Certifications.  The certifications contained in the
                        Respondent Certifications attached as Exhibit H to
                        Manager's Proposal (the "Certificate") are true and
                        correct as to Manager and as to all Insiders of Manager,
                        as if each such Insider were the "undersigned
                        respondent" on such Certificate.

10.4              Manager Covenants.  Manager covenants and agrees as follows:






                                       43


<PAGE>   53


10.4.1            Noninterference in Band Affairs.  Manager agrees not to
                  interfere in or attempt to wrongfully influence the internal
                  affairs or government decisions of the Band government 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 this ss. 10.4.1, if any such undue interference in
                  Band affairs is alleged by the Pokagon Council and the NIGC
                  finds that Manager has unduly interfered with the internal
                  affairs of the Band government 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.

10.4.2            Prohibition of Payments to Members of Band Government. Manager
                  represents and warrants that no payments have been or will be
                  made by Manager or any Affiliate or Insider of Manger to any
                  Member of the Band Government, any Band official, any Relative
                  of a Member of Band Government or Band official, any Band
                  Government employee, any agent of the Band, or any entity
                  known by Manager to be associated with any such person, for
                  the purpose of obtaining any special privilege, gain,
                  advantage or consideration.

10.4.3            Prohibition of Hiring Members of Band Government.  No Member
                  of the Band Government, Band official, Relative of a Member of
                  the Band Government or Band official or employee of the Band
                  Government may be employed at the Enterprise without a written
                  waiver of this ss.10.4.3 by the Band. For this purpose, the
                  Band 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.

10.4.4            Prohibition of Financial Interest in Enterprise.  No Member
                  of the Band Government or Relative of a Member of the Band
                  Government shall have a direct or indirect financial interest
                  in the Enterprise greater than the interest of any other
                  member of the Band; provided, however, nothing in this
                  subsection shall restrict the ability of a Band member to
                  purchase or hold stock in Manager where (i) such stock is
                  publicly held and (ii) the Band member acquires less than 5%
                  of the outstanding stock in the corporation.




                                       44


<PAGE>   54


10.4.5            No Amendment.  Manager shall not act in any way whatsoever,
                  directly or indirectly, to cause this Agreement to be amended,
                  modified, canceled, or terminated, except pursuant to its
                  express terms or with the consent of the Band.

10.4.6            CRC. CRC shall not during the Term of the Management Agreement
                  (a) be directly or indirectly affiliated with Manager or the
                  Facility, whether as joint venturer or otherwise, (b) be
                  employed by Manager or, to the knowledge of Manager, any
                  entity having any contractual relationship with Manager, with
                  regard to the Facility, or (c) directly or indirectly receive
                  any payment or anything of value from Manager from or out of
                  the Management Fee or any other payment made to Manager by the
                  Band or the Facility. Manager agrees to indemnify the Band and
                  its members and hold them harmless against all loss, liability
                  and expense relating to claims, of whatever kind or nature, of
                  CRC against any one or more of them. The Band consents to the
                  execution and delivery by Manager of a certain Conditional
                  Release and Termination Agreement between Lakes and CRC dated
                  May 20, 1999, as amended by Amendment dated on or about July
                  7, 1999, true copies of which are attached as Exhibit F,
                  provided that CRC executes and delivers to the Band and its
                  members a general release in the form attached as Exhibit G.
                  Manager warrants that it has no agreements or understandings
                  with CRC in any way related to the Band or the Enterprise
                  other than as set forth in Exhibit F. The Band further agrees
                  that Manager may hold stock of CRC as collateral for Manager's
                  guarantee of a loan to a third party, provided that on default
                  it proceeds to liquidate such collateral in a reasonably
                  prompt and orderly manner, and that Lyle Berman may continue
                  to hold approximately 350,000 shares of CRC so long as he
                  plays no role in the management of, and does not sit on, the
                  board of directors of CRC.

10.5         No Liens.  Subject to the exceptions stated in ss. 10.6, the Band
             specifically warrants and represents to Manager that during the
             term of this Agreement the Band shall not act in any way
             whatsoever, either directly or indirectly, to cause any person or
             entity to become an encumbrancer or lienholder of the Gaming Site
             or the Facility. Manager specifically warrants and represents to
             the Band 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 Gaming Site
             or the Facility,






                                       45

<PAGE>   55



             or to obtain any interest in this Agreement without the prior
             written consent of the Band, and, where applicable, the United
             States. The Band and Manager shall keep the Facility and Gaming
             Site 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 Facility or
             the Gaming Site, which shall at all times remain the property of
             the United States in trust for the Band.











                                       46


<PAGE>   56






10.6         Permitted Liens.  The Band shall have the right to grant the
             following liens and security interests pertaining to the Enterprise
             and the Facility:

10.6.1            The purchase money security interest in Furnishings and
                  Equipment granted to the Equipment Lender to secure the
                  Equipment Loan;

10.6.2            Security interests in Facility or Enterprise revenues,
                  subordinate to the right of Manager to receive payment of
                  Management Fees and payments on the Lakes Development Loan;

10.6.3            Security interests in Facility or Enterprise assets, as
                  provided in ss. 9.2.4(ii) of the Development Agreement; and

10.6.4            Other liens and security interests in assets of the Facility
                  and Enterprise with the written consent of Manager and the
                  Bank Lender, which consent will not be unreasonably withheld.

10.7              Authority to Execute and Perform Agreement. The Band 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.

10.8         Brokerage. Manager and the Band 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 Band each
             hereby agrees to 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; subject, as to Manager's relations with
             CRC, to the provisions of ss. 10.4.6.

11       DEFAULT

11.1         Events of Default by the Band. Each of the following shall be an
             event of default by the Band under this Agreement ("Band Event of
             Default"):








                                       47

<PAGE>   57



11.1.1             The Band shall commit a Material Breach of any of the Band's
                   obligations under this Agreement, subject to the rights to
                   cure provided in this Agreement.

11.1.2             Any of the representations and warranties made by the Band in
                   ss. 10.1 of this Agreement were not true when made or would
                   not be true if made on the date such performance would
                   otherwise be due.

11.1.3             The Band violates the provisions of ss.9.1 of this Agreement,
                   subject to notice and right to cure.

11.1.4             The Band commits any Material Breach of the Development
                   Agreement which is not cured within any applicable cure
                   period.

             If any Band Event of Default occurs, Manager may, upon written
             notice to Band, exercise the rights and remedies available to
             Manager provided in this Agreement; provided, however, that all
             such rights and remedies shall be Limited Recourse.

11.2         Events of Default by Manager.  Each of the following shall be an
             event of default by Manager under this Agreement ("Manager Event of
             Default"):

11.2.1             Any Minimum Guaranteed Monthly Payment, Monthly Distribution
                   Payment or other payment due the Band under this Agreement is
                   not paid within ten (10) days after its due date.

11.2.2             Manager shall commit any other Material Breach of any of
                   Manager's obligations under this Agreement.

11.2.3             Any representation or warranty that Manager has made under
                   this Agreement shall prove to have been untrue when made or
                   would not be true if made on the date such performance would
                   otherwise be due.

11.2.4             Manager violates the provisions of Article 9 of this
                   Agreement applicable to Manager, subject to rights of notice
                   and cure to the extent provided in that Article.

11.2.5             Manager commits any Material Breach of the Development
                   Agreement which is not cured within any applicable cure
                   period.





                                       48

<PAGE>   58


11.2.6             NIGC Disapproval occurs.
11.2.7             Manager violates Legal Requirements in the management of the
                   Enterprise, including without limitation the Band Gaming
                   Ordinance, and such violation is not cured within (i) thirty
                   (30) days after notice, as to the Band Gaming Ordinance or
                   any other gaming laws or regulations, or (ii) within a
                   reasonable period, not to exceed 90 days, as to any other
                   Legal Requirements.


             If any Manager Event of Default occurs, the Band may, upon written
             notice to Manager, exercise the rights and remedies available to
             the Band provided in this Agreement.

11.3         Material Breach; Right to Cure.  Neither party may terminate this
             Agreement or recover damages on grounds of Material Breach unless
             it has provided written notice to the other party of its intention
             to terminate this Agreement or seek damages or other remedies.
             During the 30 day period after the receipt of the notice to
             terminate (as to defaults which can be cured within 30 days) or the
             90 day period after such receipt (as to defaults which cannot be
             cured within 30 days), whichever is applicable, either party may
             submit the matter to arbitration under the dispute resolution
             provisions of this Agreement set forth at Article 13. The
             discontinuance or correction of a Material Breach shall constitute
             a cure thereof.

12                                 TERMINATION

12.1         Voluntary Termination.  This Agreement may be terminated by mutual
             written consent.

12.2         Termination if No NIGC Approval. The Band and Manager may each
             unilaterally terminate the Agreements by written notice if NIGC
             Approval has not occurred within five years after execution of the
             Agreements.

12.3         Manager Right to Terminate on Band Event of Default.  Manager shall
             be entitled to terminate the Agreements (i) upon a Band Event of
             Default or (ii) as specifically provided in the Agreements, subject
             to right to cure and arbitration as provided in this Agreement.

12.4         Band Right to Terminate on Manager Event of Default. The Band shall
             be entitled to terminate the Agreements (i) upon a Manager Event of
             Default or






                                       49

<PAGE>   59

             (ii) as specifically provided in the Agreements, subject to right
             to cure and arbitration as provided in this Agreement.


12.5         Band Right to Terminate for Material Adverse Change.  Prior to the
             Commencement Date, the Band shall be entitled to terminate the
             Agreements in the event of a Material Adverse Change; provided that
             the following procedures shall apply:


             i.    Manager shall notify the Band in the event of any Material
                   Adverse Change.

             ii.   Manager shall send to the Band copies of all filings by
                   Manager with the Securities and Exchange Commission under
                   Forms 8K, 10Q and 10K; shall furnish the Band with copies of
                   such other SEC filings that the Band may request; and shall
                   furnish the Band with such other information concerning a
                   Material Adverse Change as the Band may reasonably request.

             iii.  If the Band believes that a Material Adverse Change has
                   occurred, the Band shall so notify Manager in writing and
                   shall request specified further assurances of Manager's
                   continued ability to perform under the Agreements.

             iv.   Within thirty (30) days after that notification Manager shall
                   admit or deny the alleged Material Adverse Change, giving the
                   specific basis for its response; shall state whether it
                   agrees to provide the requested further assurances; if it
                   agrees to provide the requested further assurances, shall
                   tender its performance in that regard; and, if it admits a
                   Material Adverse Change but disputes the requested further
                   assurances, shall tender such further assurances as it deems
                   sufficient to ensure its continued ability to perform under
                   the Agreements.

             v.    If Manager denies the Material Adverse Change or disputes
                   that the requested further assurances are reasonably required
                   to assure the Band of Manager's continued ability to perform
                   under the Agreements, those issues shall be submitted to
                   arbitration. The arbitrator shall determine whether (A) a
                   Material Adverse Change has occurred; (B) the requested
                   further assurances are reasonably required to assure the Band
                   of Manager's continued ability to perform under the
                   Agreements; and (C) if a Material Adverse Change has occurred
                   but the requested further assurances are not




                                       50


<PAGE>   60



                   reasonably required to so assure the Band, what further
                   assurances must be provided by Manager to reasonably assure
                   the Band of Manager's continued ability to perform under the
                   Agreements. Any further assurances required under the
                   arbitrator's award must be furnished by Manager within thirty
                   (30) days after entry of the award.

             vi.   If Manager admits the Material Adverse Change but does not
                   furnish further assurances, or if Manager does not timely
                   provide further assurances pursuant to an arbitrator's award,
                   the Band may terminate the Agreements by written notice to
                   Manager.

             vii.  Manager and the Band agree that the continuing ability of
                   Manager to make the payments and advances provided under this
                   Agreement, and to ensure the Band can obtain the Loans to
                   develop, construct, equip and operate the Facility provided
                   in this Agreement, is an essential part of the consideration
                   for which the Band bargained in entering into the Agreements.

12.6     Termination if Manager License Withdrawn or on Conviction.  The Band
         may also terminate this Agreement immediately where Manager has had its
         gaming license withdrawn in any jurisdiction by final administrative
         action (the finality of which shall be determined without regard to
         pending or possible judicial review or appeal), or if Manager, or an
         Insider of Manager, has been convicted of a criminal (i) felony or (ii)
         misdemeanor offense involving gaming, fraud or moral turpitude;
         provided, however, the Band may not terminate this Agreement based on a
         director or officer's conviction where Manager terminates such
         individual within ten (10) days after receiving notice of the
         conviction.

12.7     Termination on Buy-Out.  This Agreement shall terminate if the Band
         exercises its option to buy out the Agreement in accordance with ss. 8.

12.8     Involuntary Termination Due to Changes in Legal Requirements.  It is
         the understanding and intention of the parties that the development,
         construction 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 at the
         Gaming Site is determined by the Congress of the United States,
         Department of the Interior of the United States of America, the NIGC,
         or the judgment of a court of competent jurisdiction (after expiration
         of the time within which appeals must be filed or completion of
         appeals, if any) to be unlawful under federal law, the obligations of
         the parties hereto shall cease and the





                                       51

<PAGE>   61

         Agreements shall be of no further force and effect as of the date of
         such determination; subject, however, to the following provisions as to
         damages:



             i.    If the date of such determination is prior to the
                   Commencement Date, Manager shall be entitled to damages as
                   provided in ss. 14.4 of the Development Agreement with regard
                   to failure to obtain NIGC Approval.

             ii.   If the date of such determination is after the Commencement
                   Date:

                          (A)   The Band shall retain all fees and Monthly
                   Payments previously paid or advanced to it pursuant to the
                   Agreements, as well as all Tribal Distributions and
                   Non-Gaming Lands, the Gaming Site and any other property
                   transferred into trust;

                          (B)   Any money loaned to the Band by or guaranteed by
                   Manager, or owed to Manager as subrogee (to the extent
                   Manager has paid under such guarantees) shall be repaid to
                   Manager in accordance with the Limited Recourse terms of the
                   Lakes Note and the Development Agreement;

                          (C)   The Band shall retain its interest in the title
                   (and any lease) to all Enterprise assets, including the
                   Gaming Site and any fixtures, supplies and equipment, subject
                   to the purchase money security interest in equipment securing
                   the Equipment Loan and any other liens granted in accordance
                   with the Development Agreement; and

                          (D)   Any Net Revenues accruing through the date of
                   termination shall be distributed in accordance with Article 5
                   of this Agreement.

13       DISPUTE RESOLUTION; LIQUIDATED DAMAGES

13.1     Band's Waiver of Sovereign Immunity and Consent to Suit.  The Band
         expressly waives its sovereign immunity from suit for the purpose of
         permitting or compelling arbitration as provided in this Article 13 and
         consents to be sued in the United States District Court for the
         District in which the Gaming Site is located (or, if the Gaming Site
         has not been designated, for the Western District of Michigan -
         Southern Division), the United States Court of Appeals for the Sixth
         Circuit, and the United States Supreme Court for the purpose of
         compelling






                                       52
<PAGE>   62



         arbitration or enforcing any arbitration award or judgment arising out
         of this Agreement, the Transition Loan Note, the Lakes Note, the
         Non-Gaming Land Acquisition Line of Credit, the Development Agreement,
         any mortgages granted to Manager securing the Lakes Note or the
         Non-Gaming Land Acquisition Line of Credit, or other obligations
         between the parties. If the United States District Court lacks
         jurisdiction, the Band consents to be sued in the Michigan State Court
         system. The Band waives any requirement of exhaustion of tribal
         remedies. Without in any way limiting the generality of the foregoing,
         the Band expressly authorizes any governmental authorities who have the
         right and duty under applicable law to take any action authorized or
         ordered by any such court, and to take such action, including without
         limitation, repossessing or foreclosing on any real property not in
         trust and or on equipment subject to a security interest, or otherwise
         giving effect to any judgment entered; provided, however, that
         liability of the Band under any judgment shall always be Limited
         Recourse, and in no instance shall any enforcement of any kind
         whatsoever be allowed against any assets of the Band other than the
         limited assets of the Band specified in ss. 13.3.1 below. The Band
         appoints the Chairman of the Pokagon Council and the Secretary of the
         Pokagon Council as its agents for service of all process under or
         relating to the Agreements. The Band agrees that service in hand or by
         certified mail, return receipt requested, shall be effective for all
         purposes under or relating to the Agreements if served on such agents.

13.2     Arbitration. All disputes, controversies or claims arising out of or
         relating to this Agreement or other obligations between Manager and the
         Band 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 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.

13.2.1            Choice of Law. In determining any matter the Arbitrator(s)
                  shall apply the terms of this Agreement, without adding to,
                  modifying or changing the terms in any respect, and shall
                  apply Michigan law.

13.2.2            Place of Hearing. All arbitration hearings shall be held at a
                  place designated by the arbitrator(s) in Kalamazoo, Michigan
                  or at such other place agreed to by the parties.

13.2.3            Confidentiality. The parties and the arbitrator(s) shall
                  maintain strict confidentiality with respect to the
                  arbitration.


                                       53

<PAGE>   63




13.3     Limitation of Actions. The Band's waiver of immunity from suit is
         specifically limited to the following actions and judicial remedies:

13.3.1            Damages. The enforcement of an award of money and/or damages
                  by arbitration; provided that the award of any arbitrator
                  and/or court must be Limited Recourse, and no arbitrator or
                  court shall have authority or jurisdiction to order execution
                  against any assets or revenues of the Band except (i)
                  undistributed or future Net Revenues of the Facility; (ii) as
                  to the Equipment Loan, the Furnishings and Equipment securing
                  that Loan; (iii) as to the Transition Loan and the Non-Gaming
                  Acquisition Line of Credit, if the Commencement Date does not
                  occur, Subsequent Gaming Facility Revenues to the extent
                  provided in this Agreement; (iv) as to the Non- Gaming
                  Acquisition Line of Credit, mortgages on the Non-Gaming Lands
                  prior to their transfer into trust; and (v) as to the Lakes
                  Note, mortgages on the Gaming Site prior to their transfer
                  into trust. In no instance shall any enforcement of any kind
                  whatsoever be allowed against any assets of the Band other
                  than the limited assets of the Band specified in this
                  subsection.

13.3.2            Consents and Approvals. The enforcement of a determination by
                  an arbitrator that the Band's consent or approval has been
                  unreasonably withheld contrary to the terms of this Agreement.

13.3.3            Injunctive Relief and Specific Performance. The enforcement of
                  a determination by an arbitrator that prohibits the Band from
                  taking any action that would prevent Manager from performing
                  its obligations pursuant to the terms of this Agreement, or
                  that requires the Band to specifically perform any obligation
                  under this Agreement; provided, however, that any injunction
                  against the Band shall be Limited Recourse; shall not mandate,
                  preclude or affect payment of any funds of the Band other than
                  undistributed or future Net Revenues of the Facility; and
                  shall not relate to any asset of the Band other than the
                  Facility.

13.3.4            Action to Compel Arbitration. An action to compel arbitration
                  pursuant to this Article 13.

13.4     Damages on Termination for Failure to Obtain NIGC Approval. In the
         event of termination of this Agreement under ss.12.2 because NIGC
         Approval has not been obtained within five years after execution of the
         Agreements, the Band shall be responsible for damages as provided in
         ss. 14.4 of the Development Agreement but shall not be liable for
         additional damages under this Agreement.



                                       54


<PAGE>   64

13.5     Liquidated Damages and Limitations on Remedies. The following
         liquidated damages and limitations on remedies apply under this
         Agreement, in addition to those provided elsewhere in this Agreement as
         to claims and remedies against the Band:

13.5.1            Liquidated Damages Payable by Manager. In the event of a
                  Manager Event of Default prior to the Commencement Date, after
                  such notice and right to cure as may be provided in this
                  Agreement, Manager shall pay liquidated damages as provided in
                  ss. 14.5(i) of the Development Agreement and shall not be
                  liable for additional damages under this Agreement.

13.5.2            Liquidated Damages Payable by the Band. In the event of a Band
                  Event of Default prior to the Commencement Date, after such
                  notice and right to cure as may be provided in this Agreement,
                  the Band shall pay liquidated damages as provided in ss.
                  14.5(ii) of the Development Agreement and shall not be liable
                  for additional damages under this Agreement.

13.6              Manager Continuing Obligations. Nothing in this Article shall
                  affect or impair Manager's continuing obligations under ss.ss.
                  9.3 (non-competition) and 18.15 (confidentiality) of this
                  Agreement, all of which shall remain enforceable for the
                  following terms, notwithstanding the termination of the
                  Agreements and payment of liquidated or other damages: (i) as
                  to ss. 9.3, the greater of five years after execution of the
                  Agreements or one year after termination; and (ii) as to ss.
                  18.15, the greater of five years after execution of the
                  Agreements or two years after termination.

13.7              Termination of Exclusivity. Section 9.1 (Exclusivity in
                  Michigan) of this Agreement shall terminate upon any
                  termination of the Agreements, notwithstanding any breach of
                  the Agreements by the Band.

13.8              Remedies. In consideration of the agreement to liquidated
                  damages to the extent provided above, the Band and Manager
                  each waive the right to actual, consequential, exemplary or
                  punitive damages to the extent that liquidated damages are
                  applicable to a default, but shall retain the right to
                  injunctive relief (i) prior to termination of the Agreements,
                  to enforce rights and remedies thereunder, subject to the
                  Limited Recourse provisions of this Agreement as to the Band
                  and the Band's limited waiver of sovereign immunity; and (ii)
                  after termination, to the extent that provisions of this
                  Agreement specifically survive such termination, subject to
                  such Limited Recourse provisions and limited waiver. The
                  injured party shall, where liquidated damages are not
                  applicable and damages or remedies are not


                                       55




<PAGE>   65

                  otherwise specified, be entitled to such damages as it may be
                  entitled to under applicable law, subject to such Limited
                  Recourse provisions and limited waiver of the Band's sovereign
                  immunity (which shall apply to all claims against the Band
                  under or relating to the Agreements, in addition to all
                  Loans).

13.9              Band Injunctive Relief. Manager and Band acknowledge and agree
                  that termination of this Agreement and payment of damages may
                  not be a sufficient or appropriate remedy for breach by the
                  Manager, and further agree that the Band shall, upon breach of
                  this Agreement by the Manager, have the right to pursue such
                  remedies (in addition to termination) at law or equity as it
                  determines are best able to compensate it for such breach,
                  including specifically actions to require payment of the
                  Minimum Guaranteed Monthly payment and the Monthly
                  Distribution Payment. The Manager specifically acknowledges
                  and agrees that there will be irreparable harm to the Band and
                  that damages will be difficult to determine if a Manager Event
                  of Default occurs, and the Manager therefor further
                  acknowledges that an injunction and/or other equitable relief
                  will be an appropriate remedy for any such breach.

13.10             No Setoff Against Payments to Band. The Band's right to
                  payment of the Minimum Guaranteed Monthly Payments and the
                  Monthly Distribution Payments until termination shall be
                  absolute and not subject to setoff or recoupment.

13.11             Indemnification on Termination. In the event of termination,
                  (i) Manager shall indemnify and hold the Band harmless against
                  all loss, liability, damage and expense from or arising out of
                  any acts or omissions of Manager prior to termination in
                  violation of, or beyond the scope of its authority under, this
                  Agreement; and (ii) the Band shall indemnify and hold Manager
                  harmless against all loss, liability, damage and expense from
                  or arising out of any acts of Manager prior to termination
                  pursuant to and in accordance with the terms of this
                  Agreement. This covenant shall survive any termination.

13.12             Fees not Damages. In no event shall fees or other
                  non-refundable payments made by Manager to Band, or Tribal
                  Distributions, constitute damages to Manager or be repayable
                  by the Band.

13.13             Undistributed Net Revenues. If on termination the Enterprise
                  has accrued Net Revenues which have not been distributed under
                  ss. 5 of this Agreement,

                                       56



<PAGE>   66



                  Manager shall receive that Management Fee equal to the
                  Management Fee it would have received for the period prior to
                  termination had the distribution occurred during the term of
                  the Management Agreement, subject to the Band's right of
                  setoff and recoupment.



                                       57

<PAGE>   67



14       CONSENTS AND APPROVALS

14.1              Band. Where approval or consent or other action of the Band is
                  required, such approval shall mean the written approval of the
                  Pokagon Council evidenced by a resolution thereof, certified
                  by a Band official as having been duly adopted, or such other
                  person or entity designated by resolution of the Pokagon
                  Council. Any such approval, consent or action shall not be
                  unreasonably withheld or delayed; provided that the foregoing
                  does not apply where a specific provision of this Agreement
                  allows the Band an absolute or unilateral right to deny
                  approval or consent or withhold action.

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

14.3              Business Board. Where approval or consent or other action of
                  the Business Board is required, any such approval, consent or
                  other action shall not be unreasonably delayed.

15       DISCLOSURES

15.1              Shareholders and Directors. Manager warrants that on the date
                  of this Agreement its Affiliates, directors, officers and
                  shareholders owning five percent (5%) or more of the stock of
                  Manager are those listed on EXHIBIT A.

15.2              Warranties. Manager further warrants and represents as
                  follows:

15.2.1                     No officer, director or individual owner of five
                           percent (5%) or more of the stock of Manager or any
                           Affiliate of Manager has been arrested, indicted for,
                           convicted of, or pleaded nolo contendere to any
                           felony or any gaming offense, or had any association
                           with individuals or entities known to be connected
                           with organized crime, except, as to Lyle Berman, an
                           arrest prior to 1980 for a gaming offense that did
                           not result in a conviction; and

15.2.2                     No person or entity listed on EXHIBIT A to this
                           Agreement, including any officers and directors of
                           Manager, has been arrested, indicted for, convicted
                           of, or pleaded nolo contendere to any felony or any
                           gaming offense, or had any association with
                           individuals or entities known to be connected with
                           organized crime, except, as to Lyle

                                       58

<PAGE>   68



                           Berman, an arrest prior to 1980 for a gaming offense
                           that did not result in a conviction.

15.2.3                     Manager agrees that all of its directors and officers
                           and any individual owners of five percent (5%) or
                           more of the stock of Manager (whether or not involved
                           in the Enterprise), shall:

15.2.3.1                            consent to background investigations to be
                                    conducted by the Band, the State, the
                                    Federal Bureau of Investigation (the "FBI")
                                    or any law enforcement authority to the
                                    extent required by the IGRA and the Compact;

15.2.3.2                            be subject to licensing requirements in
                                    accordance with Band law and this Agreement;

15.2.3.3                            consent to a background, criminal and credit
                                    investigation to be conducted by or for the
                                    NIGC, if required;

15.2.3.4                            consent to a financial and credit
                                    investigation to be conducted by a credit
                                    reporting or investigation agency at the
                                    request of the Band;

15.2.3.5                            cooperate fully with such investigations;
                                    and

15.2.3.6                            disclose any information requested by the
                                    Band which would facilitate the background
                                    and financial investigation.

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

15.3              Disclosure Amendments. Manager agrees that whenever there is
                  any material change in the information disclosed pursuant to
                  this Article 15 it shall notify the Band of such change not
                  later than thirty (30) days following the change or within ten
                  days after it becomes aware of such change, whichever is
                  later. The Band shall, in turn, provide the Secretary of the
                  Interior and/or the NIGC (whichever is applicable) copies of
                  any such notifications. All of the warranties and agreements
                  contained in this

                                       59

<PAGE>   69





                  Article 15 shall apply to any person or entity who would be
                  listed in this Article 15 as a result of such changes.
15.4              Breach of Manager's Warranties and Agreements. The material
                  breach of any warranty or agreement of Manager contained in
                  this Article 15 shall be grounds for immediate termination of
                  this Agreement; provided that (a) if a breach of the
                  warranties contained in ss.ss. 15.2.2 or 15.2.3 is discovered,
                  and such breach was not disclosed by any background check
                  conducted by the FBI as part of the BIA 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
                  Band 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 (b) 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 Band to cure such
                  default prior to termination.

16       NO PRESENT LIEN, LEASE OR JOINT VENTURE. The parties agree and
         expressly warrant that neither the Management Agreement nor any exhibit
         thereto is a mortgage or lease and, consequently, does not convey any
         present interest whatsoever in the Facility or the Gaming Site, nor any
         proprietary interest in the Enterprise itself. 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
         Band and Manager; rather, Manager shall be deemed to be an independent
         contractor for all purposes hereunder.

17       CONCLUSION OF THE MANAGEMENT TERM. Upon the conclusion or the
         termination of this Agreement, Manager shall take reasonable steps for
         the orderly transition of management of the Enterprise to the Band or
         its designee pursuant to a transition plan; such transition period
         shall be for a reasonable period but not less than sixty days. Manager
         shall cooperate fully with the Band in that regard. No later than four
         months before the expiration of the Term of this Agreement, Manager
         shall submit to the Business Board and the Band a transition plan which
         shall be sufficient to allow the Band to operate the Enterprise and
         provide for the orderly transition of the management of the Enterprise.

18       MISCELLANEOUS

18.1     Situs of the Contracts. This Agreement, as well as all contracts
         entered into between the Band and any person or any entity providing
         services to the Enterprise, shall be deemed entered into in Michigan,
         and shall be subject to all


                                       60

<PAGE>   70



         Legal Requirements of the Band and federal law as well as approval by
         the Secretary of the Interior where required by 25 U.S.C. ss. 81 or by
         the Chairman of the NIGC where required by the IGRA.

18.2     Notice. Any notice required to be given pursuant to this Agreement
         shall be delivered to the appropriate party by Certified Mail Return
         Receipt Requested, or by overnight mail or courier service to the
         following addresses:

                  If to the Band:

                  Pokagon Band of Potawatomi Indians
                  53237 Townhall Road
                  Dowagiac, MI 49047
                  Attn:  Chairman, Tribal Council

                  with a copy to:

                  S. Eric Marshall, Esq.
                  1318 Mishawaka Avenue
                  South Bend, Indiana 46615

                  and to:

                  Daniel Amory, Esq.
                  Drummond Woodsum & MacMahon
                  P.O. Box 9781
                  Portland, ME 04104-5081

                  and to:

                  Robert Gips, Esq.
                  Gips and Associates
                  71 Myrtle Avenue, Suite 2000
                  South Portland, ME 04106

                  If to Manager:

                  Lakes Gaming, Inc.
                  130 Cheshire Lane
                  Minnetonka, MN 55305



                                       61

<PAGE>   71



                  with a copy to:

                  Douglas S. Twait, Esq.
                  Johnson Hamilton Quigley Twait & Foley, PLC
                  First National Bank Building
                  Suite W1450
                  332 Minnesota Street
                  Saint Paul, MN 55101-1314

                  or to such other different address(es) as Manager or the Band
                  may specify in writing. Any such notice shall be deemed given
                  three days following deposit in the United States mail, one
                  day following delivery to a courier service or upon actual
                  delivery, whichever first occurs.

18.3     Relationship. Manager and the Band 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.

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

18.5     Waivers. No failure or delay by Manager or the Band 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 wavier 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.

18.6     Captions. The captions for each section and subsection are intended for
         convenience only.

18.7     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



                                       62


<PAGE>   72


         provision, 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.

18.8     Advances. Except as otherwise provided in the Agreements, any amounts
         advanced by Manager or the Band related to the operation of the
         Enterprise shall accrue interest at the Band Interest Rate and shall be
         treated according to GAAP.

18.9     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.

18.10    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.

18.11    Estoppel Certificate. Manager and the Band 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.

18.12    Periods of Time; Time of Essence. 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 Band or the State of Michigan, then in such event said date
         shall be extended to the next day which is not a Saturday, Sunday or
         legal holiday. Time is of the essence.

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

18.14    Successors and Assigns. The benefits and obligations of this Agreement
         shall inure to and be binding upon the parties hereto and their
         respective permitted successors and assigns.

18.15    Confidential and Proprietary Information. Both parties agree that any
         information received concerning the other party during the performance
         of this Agreement, regarding the parties' organization, financial
         matters, marketing and development plans for the Enterprise, the Gaming
         Site, or other information of a proprietary


                                       63


<PAGE>   73

         nature (the "Confidential Information") will be treated by both parties
         in full confidence and except as required to allow Manager and the Band
         to perform their respective covenants and obligations hereunder, or in
         response to legal process, and will not be revealed to any other
         persons, firms or organizations. This provision shall survive the
         termination of this Agreement as provided in ss. 13.6. The obligations
         not to use or disclose the Confidential Information shall not apply to
         Confidential Information (a) which has been made previously available
         to the public by the Band or Manager or becomes generally available to
         the public, unless the Confidential Information being made available to
         the public results in a breach of this Agreement; (b) which prior to
         disclosure to the Band or Manager was already rightfully in any such
         persons' possession; (c) which is obtained by the Band or Manager from
         a third party who is lawfully in possession of such Information, and
         not in violation of any contractual, legal or fiduciary obligation to
         the Band or Manager, with respect to such Confidential Information and
         who does not require the Band or Manager to refrain from disclosing
         such Confidential Information to others; or (d) by the Band, if such
         Confidential Information pertains to the Gaming Site or the Enterprise,
         in connection with the Band's development, construction and operation
         of a gaming facility after termination of the Agreements.

18.16    Patron Dispute Resolution. Manager shall submit all patron disputes
         concerning play to the Gaming Regulatory Authority pursuant to the Band
         Gaming Ordinance, and the regulations promulgated thereunder.

18.17    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.

18.18    Entire Agreement. This Agreement, including the Schedules and Exhibits
         referred to herein and any documents executed by the parties
         simultaneously herewith, including the Development Agreement, the Lakes
         Note, the Transition Loan Note, the Non-Gaming Acquisition Line of
         Credit, the Control Agreement and the Security Agreement which are
         expressly incorporated herein by reference, constitutes the entire
         understanding and agreement of the parties hereto and supersedes all
         other prior agreements and understandings, written or oral between the
         parties.

18.19    Government Savings Clause. Each of the parties agree 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, Bureau of
         Indian Affairs, the office of the field


                                       64

<PAGE>   74




         Solicitor, the NIGC, 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 Band or Manager under this Agreement or any other
         agreement or document related hereto.

18.20    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.

18.21    Consents. Except where expressly indicated that an agreement or consent
         is in the sole or unilateral discretion of a party, no agreement or
         consent under this Agreement shall be unreasonably withheld or delayed.

18.22    Execution. This Agreement may be executed in four counterparts, two to
         be retained by each party. Each of the four originals is equally valid.
         This Agreement shall be binding upon both parties when properly
         executed and approved by the Chairman of the NIGC (the "Effective
         Date").

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

The Pokagon Band of Potawatomi          Lakes Gaming, Inc.
Indians


By: /S/ John Miller                           By: /s/ Timothy J. Cope
   ------------------------------                -----------------------------
Its Council Chairman                          Its: Chief Financial Officer


By: /s/ Kevin Daugherty
   ------------------------------
Its Secretary


       Approved pursuant to 25 U.S.C. ss.2711

                                        NATIONAL INDIAN GAMING
                                        COMMISSION

                                        By
                                          ------------------------------
                                        Print name:
                                                   ---------------------
                                        Its Chairperson


                                     65