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                                                                  Exhibit 10.146

                              CONSULTING AGREEMENT

                               (Kickapoo Project)

     This Consulting Agreement (this "Agreement") effective on June 2, 2005,
between Kevin M. Kean, 210 E. Flamingo Rd. #101, Las Vegas, NV 89109-4707
("Kean"), Lakes Kickapoo Consulting, LLC., a Minnesota limited liability company
("Lakes Consulting") and Lakes Kickapoo Management, LLC"., a Minnesota limited
liability company ("Lakes Management" and together with Lakes Consulting, the
"Lakes Entities").

                                   BACKGROUND

A. Kean is experienced in establishing and maintaining business relationships
and business ventures, including gaming projects, with federally recognized
Native American Indian Tribes specifically including the Kickapoo Traditional
Tribe of Texas (the "Tribe").

B. Lakes Consulting wishes to establish and enter into consulting agreements
(such agreements hereinafter referred to as the "Consulting Agreements") with
the Tribe respectively related to (i) the Tribe's existing gaming facility (the
"Lucky Eagle Casino"), and (ii) the design, construction, and consultation of a
new Indian gaming facility and ancillary businesses to be located on and/or near
tribal lands near Eagle Pass, Texas (the "New Project")

C. Lakes Management wishes to establish and enter into management agreements
(such agreement hereinafter referred to as the "Management Agreements") with the
Tribe related to the management of the Lucky Eagle Casino and the New Project
(collectively, the "Projects").

D. In pursuit of such goals the Lakes Entities have requested and Kean has
agreed to introduce the Lakes Entities to the Tribe and assist each of them in
respectively negotiating and executing their respective Consulting Agreements,
Management Agreements and related agreements ancillary thereto.

E. The Lakes Entities will make all final decisions and be responsible for the
consultation, development or management, as applicable, of the Projects and any
other project or venture with the Tribe. Kean will not have any authority or any
duties or obligations of consultation, development and/or management of the
Projects or any other gaming or other business ventures with the Tribe unless
specifically agreed to in writing between the parties.

     ACCORDINGLY, Kean and the Lakes Entities hereby covenant, agree and
obligate themselves as follows:

     1.   BACKGROUND. The Background statement is made a part of this Agreement.

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     2.   SERVICES. Kean's only duties under this Agreement, unless otherwise
          mutually agreed to, shall be for Kean to introduce the Lakes Entities
          to and foster their business relationship with the Tribe, and at the
          request of the Lakes Entities, to act as a consultant to each of them
          in negotiating and signing its respective Consulting Agreements and
          Management Agreements with the Tribe related to the Projects.

     3.   AUTHORITY. In performing his obligations hereunder, Kean shall not be
          and shall not represent himself as an agent of either of the Lakes
          Entities and shall not have any authority to bind either of the Lakes
          Entities contractually or otherwise, or to cause either of the Lakes
          Entities to incur any obligation to any third party including the
          Tribe.

     4.   TERM. The term of and Kean's rights under this Agreement will commence
          only upon final execution of this Agreement by all parties and shall
          terminate on the earlier of (a) with respect to Lakes Consulting, on
          the earlier of (i) the date of termination or expiration of the
          Consulting Agreements, as same may be renewed or extended, or (ii) the
          date that Lakes Consulting or any of its Affiliates is no longer the
          consultant of the Project; (b) with respect to Lakes Management, on
          the earlier of (i) the date of termination or expiration of the
          Management Agreements, as same may be renewed or extended, or (ii) the
          date that Lakes Management or any of its Affiliates is no longer the
          manager of the Projects, and (c) the date that the parties shall
          mutually terminate this agreement or the date that the Lakes Entities
          shall terminate this Agreement after the occurrence of an Event of
          Default (as hereinafter defined) by Kean or in accordance with Section
          15 below upon the occurrence of an adverse regulatory finding or
          determination against Kean. In the event that any of the Consulting
          Agreements or the Management Agreements is terminated or expires and
          the applicable Lake Entity or any of its Affiliates, whether directly
          or indirectly, enters into a new contract or agreement similar thereto
          with the Tribe related to the Projects within two (2) years after such
          termination or expiration, then this Agreement shall be reinstituted
          between Kean and such Lakes Entity or such Affiliate, as the case may
          be, upon the same terms as contained herein as of the date the new
          contract is executed with the Tribe, subject to Kean obtaining any all
          necessary federal, state and tribal regulatory approvals.

          As used in this Agreement, (yy) the term "Affiliate" shall mean with
          respect to any specified person or entity (a "Person"), any other
          Person that directly or indirectly, through one or more
          intermediaries, controls, is controlled by, or is under common control
          with the specified Person; and for the purposes of this definition,
          "control" (including the terms controlling, controlled by, or under
          common control with) means the possession, direct or indirect, or the
          power to direct or cause the direction of the management and policies
          of a person, whether through the ownership of voting securities,
          partnership or member interests, by


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          contract or otherwise; and (zz) the term "Event of Default" shall mean
          the occurrence of any one or more of the following events: (1) any
          breach by Kean of his obligations under this Agreement, or (2) the
          occurrence of any breach or event of default by Kean or any of his
          Affiliates under any other document or agreement with any of the Lakes
          Entities or any of their respective Affiliates (but excluding Lakes
          Shingle Springs, Inc., Lakes Jamul, Inc., Lakes KAR Shingle Springs,
          L.L.C., Lakes Kean Argovitz Resorts-California, L.L.C).

     5.   ADVANCE PAYMENT OF KEAN CONSULTING FEES. The Lakes Entities hereby
          jointly and severally agree to make the following payments to Kean as
          advance payments of the Kean Consulting Fees to be paid to Kean under
          Section 6 hereof (collectively, the "Advance Payments"):

               a. Twenty Five Thousand Dollars ($25,000) for each of two months
               for assisting Lakes in signing a letter of intent with the Tribe
               ($25,000 which was advanced to Kean on November 15, 2004 and
               $25,000 which was advanced on December ___, 2004 and Kean hereby
               acknowledges receipt of such payments); and

               b. Twenty Five Thousand Dollars ($25,000) per month for a period
               of twelve (12) months commencing the earlier of (i) the date that
               the Tribe and Lakes Consulting sign the first Consulting
               Agreement, or (ii) if the Tribe and Lakes Management sign a
               Management Agreement for the New Project, the date upon which
               construction of the Project shall have commenced.

          The Advance Payments, together with accrued interest thereon, shall be
          due and payable as follows: (xx) on each date that any Kean Consulting
          Fee shall be paid to Kean under Section 6 hereof and in connection
          therewith, the Lakes Entities are authorized to setoff all such
          amounts against the then due and payable Kean Consulting Fee payment
          owing to Kean, provided that prior to the occurrence of an Event of
          Default by Kean, such right of setoff shall be limited to fifty
          percent (50%) of such Kean Consulting Fee; (yy) on the date of any
          permitted sale or assignment of Kean's rights under this Agreement,
          and (zz) upon the termination of Kean's rights under this Agreement in
          accordance with the terms herein, the occurrence of an Event of
          Default by Kean, or if Kean shall be found to be unsuitable under
          Section 15 hereof and this Agreement is not reinstated within the
          required one (1) year period, then such amounts shall become
          immediately due and payable in full.

     6.   FEE. Kean shall receive a consulting fee (individually and
          collectively, the "Kean Consulting Fee") for services rendered
          hereunder from each of the Lakes Entities as follows: (a) from Lakes
          Consulting, a fee equal to twenty percent (20%) of the sum of any
          development fees, consulting fees or other income received by Lakes
          Consulting under each Consulting


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          Agreement (the "Lakes Consulting Fee") but specifically excluding the
          Excluded Payments (as hereinafter defined), and (b) from Lakes
          Management, a fee equal to twenty percent (20%) of the sum of any
          management fees or other income received by Lakes Management under
          each Management Agreement (the "Lakes Management Fee") but
          specifically excluding the Excluded Payments. As used herein, the term
          "Excluded Payments" shall mean all interest income, expense
          reimbursements and indemnification payments payable to either Lakes
          Consulting or Lakes Management under this Agreement.

          The Kean Consulting Fee shall be payable to Kean by the applicable
          Lakes Entity if and only if such Lakes Entity shall actually receive
          its respective Lakes Consulting Fee or Lakes Management Fee, as
          applicable, from the Tribe for such period. To the extent that the
          applicable Lakes Entity shall receive less than its required Lakes
          Consulting Fee or Lakes Management Fee, the Kean Consulting Fee due
          hereunder shall be reduced by a similar proportionate basis. Subject
          to the limitations set forth in this Agreement, the Kean Consulting
          Fee will be paid to Kean on a monthly basis within thirty (30) days
          after receipt by the applicable Lakes Entity of its respective Lakes
          Consulting Fee or Lakes Management Fee for such month. Kean shall
          further not be entitled to any compensation under this provision for
          any period prior to the commencement of the term of this Agreement and
          unless and until he has received such federal, state and tribal
          regulatory approvals and licenses as may be necessary for him to
          receive and the applicable Lakes Entity to pay the Kean Consulting
          Fee.

     7.   SECURITY INTEREST. Kean previously entered into that certain Loan and
          Security Agreement dated January 30, 2003 (the "Security Agreement")
          with Lakes Entertainment, Inc. (the indirect parent company of the
          Lakes Entities) and certain of its Affiliates. Kean acknowledges and
          agrees that he shall contemporaneously herewith amend the Security
          Agreement to add (a) each of the Lakes Entities as a "Secured Party",
          (b) the "Advance Payments as additional "Secured Obligations", and (c)
          the Kean Consulting Fees as additional collateral subject to the
          security interest provided in such Security Agreement.

     8.   INSPECTION OF RECORDS. Kean and/or his designated representative(s)
          shall be allowed not more often than once per calendar quarter and at
          his expense to review and inspect (including copying) any and all
          books, records and/or data in the possession and/or control of Lakes
          that concerns or relates to any contracts, revenues and/or receipts of
          any kind between each of the Lakes Entities and the Tribe. Kean and/or
          his representatives may conduct any review and inspection at the
          business office of Lakes or such other place as the documents are
          normally and customarily maintained at any time during the hours of
          8:00 a.m. through 5:00 p.m., Monday through Friday. Kean shall give
          Lakes five (5) business days


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          written notice of the date and time that he intends to begin any
          review and inspection of documents. Kean shall and shall cause his
          agents to keep all such books, records and information confidential in
          accordance with the following confidentiality provisions:

          (a) For purposes of this agreement, "Confidential Information" means
          non-public information relating to either of the Lakes Entities or
          their Affiliates, but does not include information that Kean can
          demonstrate (i) was already known to Kean, or (ii) was or becomes
          generally available to the public, or part of the public domain,
          through no fault of, or disclosure by, Kean or his agents, or (iii)
          was or becomes available to Kean from a source other than either of
          the Lakes Entities or their Affiliates, provided that such source is
          not bound by a duty of confidentiality to any of them.

          (b) Kean agrees to use Confidential Information solely in connection
          with discussions with the Lakes Entities or related transactions, and
          to keep all such Confidential Information strictly secret and
          confidential. Unless authorized in writing by the Lakes Entities, Kean
          will maintain all Confidential Information in confidence and will not
          divulge to anyone outside the Lakes Entities or use any of the
          Confidential Information for Kean's own or another's benefit. Kean
          shall be responsible for any breach of this agreement by any his
          agents and any person (other than Lakes Entities or their Affiliates
          and their respective officers, directors, employees and independent
          contractors) to whom Kean discloses any of the Confidential
          Information.

          (c) If, notwithstanding this agreement, any of the Confidential
          Information is required to be disclosed by applicable law, regulatory
          requirement or legal process, Kean will give the Lakes Entities prompt
          notice of such requirement and, if requested, will assist the Lakes
          Entities in seeking a protective order or other measures to preserve
          the confidentiality of such Confidential Information insofar as
          possible.

          (d) Once this Agreement has ended, upon the request of either of the
          Lakes Entities, all Confidential Information theretofore provided by
          the Lakes Entities or their Affiliates to Kean (and all copies,
          summaries and notes of the contents or parts thereof) shall be
          returned to the Lakes Entities and not retained by Kean in any form,
          and Kean shall upon request promptly provide to the Lakes Entities a
          certificate signed by Kean confirming that all such materials have
          been returned to the Lakes Entities.

     9.   NO JOINT VENTURE. This Agreement is not intended to create any joint
          venture between either of the Lakes Entities and Kean. Each of the
          Lakes Entities shall be solely responsible for arranging for the
          funding, financing or otherwise capitalizing any business or venture
          or project that it may enter into with the Tribe. Kean does not
          represent that he has the capability to or that he will be responsible
          in any manner for funding, financing or otherwise capitalizing all or
          any portion any business or


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          venture or project that either of the Lakes Entities may enter into
          with the Tribe.

     10.  BEST EFFORTS. Kean shall perform his duties hereunder, both express
          and implied, at all times in good faith and to the best of his ability
          and shall use his best efforts in connection with providing the
          services required to be provided to the Lakes Entities under this
          Agreement.

     11.  NON-COMPETE. Unless approved by the Tribe and Lakes, Kean agrees that
          (a) he shall and shall cause any entity in which he shall directly or
          indirectly own an equity interest together with any officers,
          directors, equity owners, employees and agents of such entity
          (collectively, the "Non-compete Parties"), to comply with each of the
          non-competition agreements set forth in the Consulting Agreements, the
          Management Agreements and/or under any related documents and
          agreements; and (b) in addition to the foregoing, that he shall not
          and shall cause each of the other Non-compete Parties to not directly
          or indirectly solicit or enter into any consulting, brokerage,
          management, financing or other similar agreement with the Tribe other
          than on behalf of the Lakes Entities.

     12.  FURTHER ASSURANCES. Each of the Lakes Entities and Kean agrees to
          execute such additional documents and agreements as are necessary to
          effectuate the intents and purposes of this Agreement.

     13.  GOVERNING LAW/VENUE. This Agreement will be governed by and
          interpreted in accordance with Minnesota law. SUBJECT TO THE TERMS OF
          SECTION 14 HEREOF, THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS
          ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED
          ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF
          HENNEPIN, STATE OF MINNESOTA OR, AT THE SOLE OPTION OF THE LAKES
          ENTITIES, IN ANY OTHER COURT IN WHICH THE LAKES ENTITIES SHALL
          INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER
          JURISDICTION OVER THE MATTER IN CONTROVERSY. THE PARTIES WAIVE, TO THE
          EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO
          ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO
          THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.

     14.  DISPUTE RESOLUTION/ARBITRATION. In connection with any dispute
          hereunder, the parties agree to negotiate in good faith for up to
          twenty days. If they are unable to resolve the dispute in such period,
          then either party may demand and such dispute shall be submitted to
          and resolve by binding arbitration in accordance with the following
          terms:


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          (a) GOVERNING RULES. Any arbitration proceeding will (i) proceed in a
          location in Minneapolis Minnesota selected by the American Arbitration
          Association ("AAA"); (ii) be governed by the Federal Arbitration Act
          (Title 9 of the United States Code), notwithstanding any conflicting
          choice of law provision in any of the documents between the parties;
          and (iii) be conducted by the AAA, or such other administrator as the
          parties shall mutually agree upon, in accordance with the AAA's
          commercial dispute resolution procedures. Any party who fails or
          refuses to submit to arbitration following a demand by any other party
          shall bear all costs and expenses incurred by such other party in
          compelling arbitration of any dispute. The arbitration requirement
          does not limit the right of any party to obtain provisional or
          ancillary remedies such as replevin, injunctive relief, attachment or
          the appointment of a receiver or the exercise of any foreclosure or
          self-help remedies under the Minnesota Uniform Commercial Code, before
          during or after the pendency of any arbitration proceeding. The
          parties agree that any arbitration proceeding amongst each of them
          and/or any of their related Affiliates, whether under this Agreement
          or any other agreement, may be consolidated with any other arbitration
          proceeding amongst or between any of such parties.

          (b) ARBITRATOR POWERS. The arbitrator will determine whether or not an
          issue is arbitratable and will give effect to the statutes of
          limitation in determining any claim. In any arbitration proceeding the
          arbitrator will decide (by documents only or with a hearing at the
          arbitrator's discretion) any pre-hearing motions which are similar to
          motions to dismiss for failure to state a claim or motions for summary
          adjudication. The arbitrator may grant any remedy or relief that a
          court of such state could order or grant within the scope hereof and
          such ancillary relief as is necessary to make effective any award. The
          arbitrator shall also have the power to award recovery of all costs
          and fees, to impose sanctions and to take such other action as the
          arbitrator deems necessary to the same extent a judge could pursuant
          to the Federal Rules of Civil Procedure, the Minnesota Rules of Civil
          Procedure or other applicable law. Judgment upon the award or any
          order or determination rendered by the arbitrator may be entered in
          any court having jurisdiction. The institution and maintenance of an
          action for judicial relief or pursuit of a provisional or ancillary
          remedy shall not constitute a waiver of the right of any party,
          including the plaintiff, to submit the controversy or claim to
          arbitration if any other party contests such action for judicial
          relief.

          (c) MISCELLANEOUS. The arbitrator shall award all costs and expenses
          of the arbitration proceeding. To the maximum extent practicable, the
          AAA, the arbitrators and the parties shall take all action required to
          conclude any arbitration proceeding within 180 days of the filing of
          the dispute with the AAA. No arbitrator or other party to an
          arbitration proceeding may disclose the existence, content or results
          thereof, except for disclosures of information by a party required in
          the ordinary course of its business or by


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          applicable law or regulation. If more than one agreement for
          arbitration by or between the parties potentially applies to a
          dispute, the arbitration provision most directly related to the
          documents between the parties or the subject matter of the dispute
          shall control. This arbitration provision shall survive termination,
          amendment or expiration of any of the documents or any relationship
          between the parties.

     15.  ADVERSE REGULATORY ACTION. The parties acknowledge and agree that an
          important purpose of this Agreement is to allow the Lakes Entities to
          promptly achieve any and all necessary regulatory approval and if
          applicable, become licensed by the National Indian Gaming Commission
          ("NIGC") and any applicable state and tribal regulatory authorities
          (collectively, the "Regulatory Authorities") and to immediately allow
          the completion of design, construction and/or management of a gaming
          facility on lands of the Tribe. Should any of the Regulatory
          Authorities take any action to nullify or otherwise disrupt this
          Agreement, then the parties shall immediately meet and negotiate in
          good faith to agree to such modifications as may be necessary to
          obtain such regulatory approval hereof while still maintaining the
          intents and purposes of this Agreement, with any disputes related
          thereto resolved by arbitration as provided for above; provided
          however that if at any time any Regulatory Authorities shall issue a
          determination that Kean is unsuitable under any applicable gaming laws
          and thus may not receive the Kean Consulting Fee, then Kean's right to
          receive such Fee hereunder shall immediately terminate, but such
          rights shall be reinstated if within one (1) year after the issuance
          thereof, such ruling is reversed or vacated and Kean is found to be
          suitable.

     16.  ASSIGNMENT. This Agreement shall be binding upon and inure to the
          benefit of the parties hereto and their respective heirs, successors
          and assigns and to the extent expressly referred to herein, shall also
          inure to the benefit of the Affiliates of each of the parties, except
          that Kean may not assign his rights or obligations, in whole or in
          part, hereunder except with the prior written consent of the Lakes
          Entities which written consent shall not be required in the event that
          Kean shall desire to assign his right to receive the Consulting Fee
          (subject to the terms and conditions set forth below) to a legal
          entity in which he owns, directly or indirectly, 51% or more of the
          equity interest or to an immediate family member (excluding any
          spouse), i.e., child, mother, father, brother or sister but not a
          spouse. Any permitted assignment of such financial interest shall be
          further conditioned upon Kean's satisfaction of the following
          conditions precedent: (i) any such assignment shall not relieve Kean
          of his duties and obligations under this Agreement and at the time of
          such transfer, no Event of Default by Kean shall have occurred, (ii)
          all rights of any assignee under this Agreement and any related
          documents and agreements shall be expressly subject and subordinate to
          the rights and interests of each of the Lakes Entities and their
          Affiliates (the "Lakes Related


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          Parties") hereunder and under the Security Agreement and any related
          documents and agreements and such assignee shall execute and deliver
          in favor of the Lakes Related Parties a subordination agreement in
          form and substance reasonably acceptable to such Lakes Related
          Parties, and (iii) the Lakes Entities receiving (aa) a copy of all
          documents and agreements relating to such transfer, (bb) written
          evidence that such transferee is "suitable" and has obtained any
          necessary licenses and approvals required from any Regulatory
          Authorities under the Indian Gaming Regulatory Act and other
          applicable law to participate in Indian gaming or in the alternative
          that no such findings or licenses are required; (cc) a legal opinion
          in form and substance reasonably acceptable to the Lakes Entities that
          such transfer is in compliance with all applicable federal, state and
          tribal laws, rules and regulations, including without limitation the
          Indian Gaming Regulatory Act, as amended (collectively, the
          "Applicable Laws"), and no additional approvals or consents of any
          federal, state or tribal governmental entity or third party is
          required with respect thereto under any Applicable Law or any other
          agreement between Kean and/or any of the Lakes Entities and the Tribe,
          if any, (dd) a written assignment and assumption agreement executed by
          Kean and the transferee in form and substance reasonably acceptable to
          Lakes whereby such transferee shall receive the rights of Kean under
          this Agreement and shall agree to be bound by the terms and provisions
          set forth herein; (ee) all sale proceeds payable on account of such
          transfer shall be paid to the Lakes Related Parties to be applied
          first towards the repayment of any amounts owing by Kean under this
          Agreement and secondly, to each of the other "Secured Obligations"
          owing to each "Secured Party" by Kean under the Security Agreement,
          and (ff) payment of all reasonable costs and expenses (including
          reasonable attorneys fees) of the Lakes Entities incurred in
          connection with completing such transfer. Lakes agrees to not
          unreasonably withhold consent to any permitted assignments by Kean.

     17.  ENTIRE AGREEMENT/RELEASE OF LAKES ENTERTAINMENT. This Agreement
          contains the entire understanding of the parties regarding its subject
          matter, and supercedes all prior negotiations, understandings and
          agreements of the parties and/or Lakes Entertainment, Inc. ("Lakes
          Entertainment") with respect thereto; and Kean acknowledges and agrees
          that all obligations of Lakes Entertainment and rights and claims of
          Kean under the Letter Agreement (as hereinafter defined) with respect
          to the Project and the Tribe are hereby terminated and released and
          are replaced by the terms and provisions set forth in this Agreement.
          The express terms of this Agreement shall control and supercede any
          course of performance and/or customary practice inconsistent with such
          terms. Any agreement between the parties hereunder made shall not
          change or modify this Agreement unless in writing and signed by the
          party against whom enforcement of such change or modification is
          sought. Any amendments to this Agreement must be in writing and signed
          by all parties.


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     18.  SETOFF/RECOUPMENT RIGHTS. Subject to the limitations of Sections 5 and
          7 hereof and additional limitations set forth in the Security
          Agreement, the parties acknowledge and agree that each of the Lakes
          Related Parties (each of which shall be an intended third party
          beneficiary of this provision) shall have the right to setoff or
          recoup any amount owing to it by Kean (including without limitation,
          the Secured Obligations described in the Security Agreement) against
          any obligations owing by it to Kean under this Agreement or any other
          Loan Documents (as such term is defined in the Security Agreement.

     19.  NO JOINT AND SEVERAL LIABILITY. Except for the obligations of the
          Lakes Entities to make the Advance Payments to Kean as set forth in
          Section 5 hereof, the obligations of each of the Lakes Entities under
          this Agreement are several and not joint and several.

     20.  TIME OF THE ESSENCE. The parties acknowledge and agree that time is of
          the essence in connection with the performance of their respective
          obligations under this Agreement.

     21.  NOTICES. All notices, requests, consents and other communications
          required or permitted hereunder shall be in writing and shall be
          delivered, or mailed first class postage prepaid, registered or
          certified mail, addressed to a party at the address set forth in the
          introductory paragraph, or to such other address as a party may
          hereafter designate by written notice and may also be by facsimile at
          the following fax numbers or such other number as a as a party may
          hereafter designate by written notice:

          If to the Lakes Entities: 952-449-7064
                                    Attn: Timothy J. Cope
                                    Tcope@lakesentertainment.com

          If to the Kean:           702-734-9118
                                    Attn: Kevin M. Kean
                                    Kevin@keanco.net

     22.  COUNTERPARTS. This Agreement may be executed in any number of
          counterparts and by facsimile, each of which shall constitute one and
          the same agreement, and any of the parties hereto may execute this
          Agreement by signing such counterpart, provided that this Agreement
          shall not become effective until all parties have executed the same.

                            [Signature page follows]


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IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
on the date(s) set forth below.

LAKES KICKAPOO CONSULTING, LLC.


By: /s/ Timothy J. Cope
    --------------------------------
    Timothy J. Cope, President      Date: June 14, 2005


LAKES KICKAPOO MANAGEMENT, LLC.


By: /s/ Timothy J. Cope
    --------------------------------
    Timothy J. Cope, President      Date: June 14, 2005


    /s/ Kevin M. Kean
    --------------------------------
    Kevin M. Kean                   Date: June 14, 2005